INTESA SANPAOLO: SUBMISSION OF FIRST SLATE OF CANDIDATES FOR APPOINTMENT OF
BOARD DIRECTORS AND MANAGEMENT CONTROL COMMITTEE MEMBERS

Turin - Milan, 28 March 2025 – Intesa Sanpaolo communicates that the first slate of candidates for the appointment of Board Directors and members of the Management Control Committee for the financial years 2025/2026/2027, on the agenda at the Ordinary Shareholders’ Meeting convened for 29 April 2025, was filed on 27 March 2025 with the Company’s Registered Office. The slate has today been made available at the Company’s Registered Office, on the authorised storage system eMarket STORAGE and at group.intesasanpaolo.com, accompanied by the required documentation.
All the above is in accordance with regulations in force.

The first slate has been submitted by the following shareholders:
- Fondazione Compagnia di San Paolo, with registered office in Torino, Corso Vittorio Emanuele II 75, holder of 1,153,947,304 shares representing 6.4815% of the share capital
- Fondazione Cariplo, with registered office in Milano, Via Manin 23, holder of 961,333,900 shares representing 5.3996% of the share capital
- Fondazione Cassa di Risparmio di Firenze, with registered office in Firenze, Via Bufalini 6, holder of 327,138,747 shares representing 1.8374% of the share capital
- Fondazione Cassa di Risparmio di Padova e Rovigo, with registered office in Padova, Piazza Duomo 15, holder of 326,647,705 shares representing 1.8347% of the share capital
- Fondazione Cassa di Risparmio in Bologna, with registered office in Bologna, Via Farini 15, holder of 213,955,012 shares representing 1.2017% of the share capital
- Fondazione Cassa di Risparmio di Cuneo, with registered office in Cuneo, Via Roma 17, holder of 199,382,435 shares representing 1.1198% of the share capital,
holders of 3,182,405,103 shares in the aggregate representing 17.8749% of the share capital and party to the shareholders’ agreement signed on 11 November 2024, who:
-    propose the number of Board Directors to be appointed to be set at 19;
-    propose to elect Gian Maria Gros-Pietro Chair of the Board of Directors and Paola Tagliavini Deputy Chair of the Board of Directors;
-    indicate Carlo Messina as Managing Director and CEO without prejudice to the full remits of the Board of Directors to be appointed, that derive from the powers granted by the Articles of Association.

The slate is composed of 17 candidates and consists of two separate sections: Section 1 regards candidates for the position of Board Director, and Section 2 regards candidates for the position of Board Director and member of the Management Control Committee. The two sections are composed of 14 and three candidates, respectively, numbered consecutively in each case, as shown below.

Section 1 - Candidates for the position of Board Director:

1.    Gian Maria Gros-Pietro
2.    Paola Tagliavini
3.    Carlo Messina
4.    Mariangela Zappia
5.    Franco Ceruti
6.    Paolo Maria Vittorio Grandi
7.    Luciano Nebbia
8.    Liana Logiurato
9.    Pietro Previtali
10.  Maria Alessandra Stefanelli
11.  Bruno Maria Parigi
12.  Donatella Busso
13.  Silvia Merlo
14.  Paolo Messa

Section 2 - Candidates for the position of Board Director and member of the Management Control Committee:

1.    Fabrizio Mosca
2.    Mariella Tagliabue
3.    Maura Campra

The above-mentioned shareholders also propose that the gross annual remuneration for Board Directors, for the financial years 2025/2026/2027, be determined as follows, without prejudice to the reimbursement of expenses incurred in connection with the office held:
-    120,000 euro as remuneration for each Board Director who is not a member of the Management Control Committee;
-   800,000 euro as additional remuneration for the position of Chair of the Board of Directors;
-   150,000 euro as additional remuneration for the position of Deputy Chair of the Board of Directors;
confirming, therefore, the emoluments proposed to and approved by the 2019 and 2022 Ordinary Shareholders’ Meetings, and:
-   290,000 euro as specific remuneration for each Board Director who is also a member of the Management Control Committee, without payment of attendance fees in relation to the actual participation in the meetings of the Committee;
-    80,000 euro as additional remuneration for the position of Chair of the Management Control Committee;
compared to 260,000 euro and 65,000 euro, respectively, proposed to and approved by the 2019 and 2022 Ordinary Shareholders’ Meetings.

 

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