INTESA SANPAOLO: BOARD OF DIRECTORS APPROVES PARENT COMPANY DRAFT FINANCIAL STATEMENTS,
AS WELL AS CONSOLIDATED FINANCIAL STATEMENTS, AS AT 31 DECEMBER 2025

Turin - Milan, 26 February 2026 – At its meeting today, the Board of Directors of Intesa Sanpaolo approved the parent company draft financial statements, as well as the consolidated financial statements, as at 31 December 2025 which confirm the results as at 31 December 2025 approved by the Board and disclosed to the market on 2 February 2026. In 2025, net income for the parent company was 6,844 million euro (in 2024: 5,604 million euro) and consolidated net income was 9,321 million euro (in 2024: 8,666 million euro).

The approval of the parent company draft financial statements includes the approval of the proposal for net income allocation, which reflects the proposal made by the Board of Directors upon approval of the results as at 31 December 2025 and disclosed to the market on 2 February 2026.

The parent company financial statements as at 31 December 2025 and the proposal regarding a cash distribution of 19 euro cents per share, before tax, as remaining dividend will be submitted for approval at the Ordinary Shareholders’ Meeting scheduled for 30 April 2026 ^(*). Specifically, the Board of Directors has decided to propose at the next Ordinary Shareholders’ Meeting a total distribution of 6,542,388,883.09 euro, corresponding to a payout ratio of 70% of consolidated net income. The proposal, given the interim dividend of 3,233,844,856.62 euro ^(**) paid in November 2025, is to distribute 3,308,544,026.47 euro ^(***) as remaining dividend, corresponding to 19 euro cents for each of the 17,413,389,613 ordinary shares. No distribution will be made to own shares held by the Bank at the record date. The distribution, if approved at the Shareholders’ Meeting, will take place from 20 May 2026 (with coupon presentation on 18 May and record date on 19 May).

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(*)       The Ordinary Shareholders’ Meeting will also resolve upon the approval of the allocation to the Share Premium Reserve of the amount of 547,647,725.93 euro, corresponding to 27.5% of the “Net income reserve pursuant to Law 136 of 9/10/2023” (the “2023 Reserve”) of 1,991,446,276.10 euro, to be used for the payment, as resolved by the Board of Directors on 2 February 2026, of the one-off levy pursuant to Article 1, paragraphs 69-71 of Law no. 199 of 30 December 2025, and the allocation of the entire amount recorded in the 2023 Reserve to the Extraordinary Reserve, with effect from the payment of the aforementioned levy in the income tax return for the period in relation to which it is applied, with consequent elimination of the 2023 Reserve because it is freed from any obligations.
(**)    Net of the portion not distributed to the 27,126,943 own shares held by the Bank at the record date, amounting to 5,045,611.40 euro.
(***)  From the Parent Company’s net income of 6,843,709,741.88 euro, an amount of 559,300,019.30 euro is to be allocated to unavailable reserve, relating to fair value valuation effects. The proposal of the Board of Directors, therefore, envisages the cash distribution of 3,012,516,403.05 euro as remaining dividend on the Parent Company’s net income (corresponding to 17.3 euro cents for each share) and 296,027,623.42 euro as assignment of reserves drawn on the Share Premium Reserve (corresponding to 1.7 euro cents for each share). The assignment of reserves will be subject to the same tax regime as the distribution of dividends.

 

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