INTESA SANPAOLO: FILING NOTICE

Turin - Milan, 28 March 2025 – Intesa Sanpaolo communicates that, in accordance with the regulations in force, the following documents were made available today at the Company’s Registered Office, as well as on the authorised storage system eMarket STORAGE and at group.intesasanpaolo.com:

-  the Annual Report 2024 of Intesa Sanpaolo S.p.A. - comprising the consolidated financial statements and the parent company draft financial statements as at 31 December 2024, both approved by the Board of Directors on 27 February 2025, the report on operations, the certifications pursuant to Article 154-bis of Legislative Decree no. 58/1998 - and the Independent Auditors’ Reports;
-  the Report on Corporate Governance and Ownership Structures pursuant to Article 123-bis of Legislative Decree no. 58/1998;
-  the Report on remuneration policy and compensation paid pursuant to Article 123-ter of Legislative Decree no. 58/1998;
-  the Report of the Management Control Committee pursuant to Article 153 of Legislative Decree no. 58/1998;
-  the reports to shareholders on the proposals concerning the items on the agenda of the ordinary part - except for those on the proposals concerning item 2, which were made available on 19 March 2025 - and the extraordinary part of the Shareholders' Meeting, convened, on single call, for 29 April 2025.

The proposals concerning items 1, 3 and 4 on the agenda of the ordinary part of the Meeting relate to:

1)   2024 financial statements:
a)  Approval of the Parent Company’s 2024 financial statements
b)  Allocation of net income for the year and distribution of dividend and part of the Share premium reserve to shareholders;

3)   Remuneration:
a)    Remuneration policies in respect of Board Directors
b)   Determination of the remuneration of Board Directors pursuant to Articles 16.2 and 16.3 of the Articles of Association
c)    Report on remuneration policy and compensation paid: Section I – Remuneration and incentive policies of the Intesa Sanpaolo Group for 2025
d)   Report on remuneration policy and compensation paid: non-binding resolution on Section II – Disclosure on compensation paid in the financial year 2024
e)    Approval of the 2025 Annual Incentive Plan based on financial instruments;

4)   Own shares:
a)    Authorisation to purchase own shares for annulment with no reduction of the share capital
b)   Authorisation to purchase and dispose of own shares to serve the Incentive Plans of the Intesa Sanpaolo Group
c)    Authorisation to purchase and dispose of own shares for trading purposes.

The proposal concerning the item on the agenda of the extraordinary part of the Meeting relates to:

Annulment of own shares with no reduction of the share capital and consequent amendment to Article 5 (Share Capital) of the Articles of Association.

With reference to item 3 e) of the ordinary part, the Information Document relating to the 2025 Annual Incentive Plan based on financial instruments, pursuant to Article 84-bis of Consob Issuers’ Regulation, was made available today in the same manner as the documents above.

 

Investor Relations
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Media Relations
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