Intesa Sanpaolo

Declaration of Voting Results & Voting Rights Announcements • Apr 26, 2024

SUMMARY REPORT OF VOTES (article 125-quater, paragraph 2, Consolidated Law on Finance - TUF)

Shareholders' Meeting 24 April 2024 - ordinary part
	Number of shares	% of ordinary shares in attendance at the meeting	% of share capital
Item 1 on the agenda: 2023 financial statements
a) Approval of the Parent Company's 2023 financial statements
Votes in favour	11,243,346,649	99.88059	61.49686
Votes against	2,563,278	0.02277	0.01402
Abstentions	10,878,229	0.09664	0.05950
Shares in relation to which the vote has not been cast	0	0.00000	0.00000
Total	11,256,788,156	100.00000	61.57038
b) Allocation of net income for the year and distribution of dividend and part of the Share premium reserve to shareholders
Votes in favour	11,239,119,720	99.84304	61.47374
Votes against	13,711,424	0.12181	0.07500
Abstentions	3,957,012	0.03515	0.02164
Shares in relation to which the vote has not been cast	0	0.00000	0.00000
Total	11,256,788,156	100.00000	61.57038
Item 2 on the agenda: Remuneration
a) Report on remuneration policy and compensation paid: Section I – Remuneration and incentive policies of the Intesa Sanpaolo Group for 2024
Votes in favour	9,976,943,840	88.63086	54.57011
Votes against	1,276,386,728	11.33887	6.98135
Abstentions	3,407,588	0.03027	0.01864
Shares in relation to which the vote has not been cast	0	0.00000	0.00000
Total	11,256,738,156	100.00000	61.57010 (1)
b) Report on remuneration policy and compensation paid: non-binding resolution on Section II – Disclosure on compensation paid in the financial year 2023
Votes in favour	10,471,142,895	93.02111	57.27319
Votes against	681,061,499	6.05026	3.72515
Abstentions	104,533,762	0.92863	0.57176
Shares in relation to which the vote has not been cast	0	0.00000	0.00000
Total	11,256,738,156	100.00000	61.57010 (2)
c) Approval of the 2024 Annual Incentive Plan based on financial instruments
Votes in favour	11,027,626,042	97.96467	60.31695
Votes against	225,151,454	2.00015	1.23149
Abstentions Shares in relation to which the vote has not been cast	3,960,660 0	0.03518 0.00000	0.02166 0.00000
Total	11,256,738,156	100.00000	61.57010 (3)
Item 3 on the agenda: Own shares
a) Authorisation to purchase own shares for annulment with no reduction of the share capital
Votes in favour	11,229,889,386	99.76104	61.42325
Votes against	20,359,421	0.18086	0.11136
Abstentions	6,539,349	0.05809	0.03577
Shares in relation to which the vote has not been cast	0	0.00000	0.00000
Total	11,256,788,156	100.00000	61.57038
b) Authorisation to purchase and dispose of own shares to serve the Incentive Plans of the Intesa Sanpaolo Group
Votes in favour	11,159,905,537	99.13978	61.04047
Votes against	92,874,169	0.82505	0.50799
Abstentions	3,958,450	0.03517	0.02165
Shares in relation to which the vote has not been cast	0	0.00000	0.00000
Total	11,256,738,156	100.00000	61.57010 (4)
c) Authorisation to purchase and dispose of own shares for trading purposes
Votes in favour	11,214,572,906	99.62498	61.33947
Votes against	35,674,463	0.31692	0.19513
Abstentions	6,540,787	0.05811	0.03578
Shares in relation to which the vote has not been cast	0	0.00000	0.00000
Total	11,256,788,156	100.00000	61.57038

Shareholders' Meeting 24 April 2024 - extraordinary part
	Number of shares	% of ordinary shares in attendance at the meeting	% of share capital
Annulment of own shares with no reduction of the share capital and consequent amendment to Article 5 (Share Capital) of the Articles of Association
Votes in favour	11,182,332,893	99.33857	61.16313
Votes against	70,834,551	0.62926	0.38744
Abstentions	3,620,712	0.03216	0.01980
Shares in relation to which the vote has not been cast	0	0.00000	0.00000
Total	11,256,788,156	100.00000	61.57038

Notes:

Pursuant to art. 135-undecies of TUF the following number of shares were not counted for the calculation of the majority and share capital required to pass the resolution:

(1) Item n.2 a) on the agenda no 50,000 shares, equal to 0.00044% of the shares in attendance at the meeting

(2) Item n.2 b) on the agenda no 50,000 shares, equal to 0.00044% of the shares in attendance at the meeting

(3) Item n.2 c) on the agenda no 50,000 shares, equal to 0.00044% of the shares in attendance at the meeting

(4) Item n.3 b) on the agenda no 50,000 shares, equal to 0.00044% of the shares in attendance at the meeting