2023 Consolidated Non-financial Statement

in accordance with Legislative Decree No. 254 of 2016

Boards, Management, Auditors

BOARD OF DIRECTORS

Chair	Gian Maria GROS-PIETRO
Deputy Chair	Paolo Andrea COLOMBO
Managing Director and Chief Executive Officer	Carlo MESSINA (a)
Directors	Franco CERUTI Paola TAGLIAVINI Liana LOGIURATO Luciano NEBBIA Bruno PICCA Livia POMODORO Maria Alessandra STEFANELLI Bruno Maria PARIGI Daniele ZAMBONI Maria MAZZARELLA Anna GATTI Fabrizio MOSCA () Milena Teresa MOTTA () Maria Cristina ZOPPO () Alberto Maria PISANI () (*) Roberto FRANCHINI ()
MANAGER RESPONSIBLE FOR PREPARING THE COMPANY'S FINANCIAL REPORTS	Fabrizio DABBENE
INDEPENDENT AUDITORS	EY S.p.A.

(a) General Manager.

(*) Member of the Management Control Committee.

(**) Chair of the Management Control Committee.

LETTER TO STAKEHOLDERS	6
EXECUTIVE SUMMARY	9
Main performance indicators	10
Sustainability indices, rankings and awards	23
GROUP IDENTITY AND PROFILE	27
Group presentation	28
Mission and values	30
Voluntary commitment to domestic and international initiatives, partnerships and strategies for the United Nations Sustainable Development Goals	32
GOVERNANCE
AND RISK MANAGEMENT	44
Governance structure	45
The board of directors	45
Remuneration	47
The internal control and risk management system	49
Shareholder Base	50
Sustainability Governance	53
Training and promotion of ESG culture	56
Implementation and governance of the Code of Ethics	58
Management of environmental, social and governance risks	61
Monitoring of ESG and reputational risks	66
MATERIALITY ANALYSIS AND STAKEHOLDER ENGAGEMENT	80
SUSTAINABLE VALUE CREATION AND BUSINESS INTEGRITY	92
Group value and solidity	93
Business Model	93
The 2022-2025 Business Plan	94
Economic and financial performance and distribution of the value generated	95
Integrity in corporate conduct	99
Fighting against corruption	101

Combating money laundering	103
Compliance with tax regulations	104
Protection of free competition	109
Privacy and data protection	109
Compliance with labour laws	111
Audits	113
Disputes and fines	114
QUALITY OF SERVICE AND CUSTOMER SATISFACTION	115
Quality of service	117
Customer protection and responsible sales	122
Customer health and safety	123
INNOVATION, DIGITAL TRANSFORMATION AND CYBERSECURITY	125
Support for innovation	129
The processes involved in the Bank's digital transformation	132
The physical network channel and integration with online structures	134

Cybersecurity	136
FINANCIAL INCLUSION AND SUPPORTING PRODUCTION	139
Financial inclusion	142
Supporting the Third Sector	146
Education and spread of financial culture	149
Supporting production	150
SUSTAINABLE INVESTMENTS AND INSURANCE	154
Sustainability-conscious investments	158
Sustainable insurance	165
COMMUNITY SUPPORT AND COMMITMENT TO CULTURE	172
Monetary contribution to the community	176
Partnerships with a social impact in the community	178
Fostering youth education and employability	181

Ongoing commitment to culture	182	REPORTING PURSUANT TO THE
Institutional initiatives in support		EU TAXONOMY (REGULATION (EU) 2020/852)	316
of the community	183
EMPLOYMENT PROTECTION	189	GRI CONTENT INDEX	378
Job protection	191	GRI IMPACT BOUNDARIES	392
Labour Relations	192
RETENTION, ENHANCEMENT,		SASB INDICATORS INDEX	395
DIVERSITY AND INCLUSION OF THE GROUP'S PEOPLE	193	WEF STAKEHOLDER CAPITALISM
		METRICS INDEX	399
Retention	198
People and Digital Transformation	199	METHODOLOGY	402
Assessment and incentive systems	200	AUDITORS' REPORT	405
Training and development	202
Diversity, equity and inclusion	205	CONTACTS	410
HEALTH, SAFETY AND WELL-BEING
OF THE GROUP'S PEOPLE	209
Welfare and People Care	213
Company climate	217
Health and safety	218
TRANSITION TO A SUSTAINABLE, GREEN AND CIRCULAR ECONOMY	225
Loans and services for a sustainable, green and circular economy	229
Green and sustainable culture and initiatives	236
CLIMATE CHANGE	242
Strategy for combating climate change	246
Own emissions reduction plans	249
Responsible management of resources	253
HUMAN RIGHTS PROTECTION	257
RESPONSIBLE SUPPLY CHAIN MANAGEMENT	262
ESG AND CLIMATE STRATEGIC OBJECTIVES	265
INDICATORS	271

Letter to stakeholders

In 2023, the Intesa Sanpaolo Group continued its activities aimed at pursuing the objectives stated in the 2022-2025 Business Plan, expressing the ability to generate significant value creation for all stakeholders, also based on strong ESG commitment, enshrined in one of the four pillars of the Business Plan; in the awareness that, as one of the leading banking groups in Europe, Intesa Sanpaolo has a significant impact in terms of environmental and social sustainability, in the short and long term, with its direct and indirect activities.

The economic and financial results obtained in 2023 confirm the Intesa Sanpaolo's ability to generate solid profitability and to be an exemplary model for sustainability demonstrated, among other things, by its top positioning in the main indices and rankings. It is the only Italian bank included in the Dow Jones Sustainability Indices (World and Europe), the top European bank and second in the world in the Corporate Knights 2024 ''Global 100 Most Sustainable Corporations in the World'' index, and it is included in CDP's Leadership level. It was also listed for the sixth consecutive year in the 2023 Bloomberg Gender-Equality Index, as the number-one bank in Europe and the only Italian bank in the 2023 Refinitiv Global Diversity and Inclusion Index 2023. The Group's commitment is also demonstrated by its participation in all the main United Nations initiatives on sustainability in the financial sector, which fall within the framework of the achievement of the UN Sustainable Development Goals.

This year, Intesa Sanpaolo also presents an integrated and structured set of sustainability reports, focused on the Consolidated Non-Financial Statement (CNFS), accompanied by the Climate Report – dedicated to climate issues and the transition to a low-emission economy - and by a document focused on the results achieved with respect to the Principles for Responsible Banking. The 2023 CNFS includes a large section dedicated to reporting pursuant to the European Taxonomy.

The coordination of projects related to the main ESG issues is underpinned by the ISP4ESG Programme, a wide-ranging and high-impact initiative launched in 2019 with the aim of integrating ESG issues into the Group's business model and strategy, including through the ESG Control Room. The Group's ESG Reporting project continued at full speed, focusing in 2023 on the requirements arising from the European Taxonomy and on the activities in preparation for the 2024 reporting according to the Corporate Sustainability Reporting Directive (CSRD), which was the subject of a dedicated project in 2024. After the definition, as part of the Business Plan, of the first interim targets for 2030 on financed emissions in four sectors with the highest emissions (Oil&Gas, Power Generation, Automotive, Coal mining, the latter with a phase out expected by 2025), in 2023 the activity continued on further sectors (Iron&Steel and Commercial Real Estate), as part of the Target Setting project. The Climate Report includes the progress recorded in 2023, which shows a decrease by over 22%, compared to 2022, in absolute financed emissions in the target sectors.

In keeping with the Group's strong commitment to promoting the transition to a low-emission economy, approximately 45 billion euro was disbursed in the 2021-2023 period as part of Mission 2 of the National Recovery and Resilience Plan (NRRP), which is part of the Group's 76 billion euro disbursement plan (2021-2026) dedicated to the green, circular economy and ecological transition. The Plan also confirmed the commitment to the circular economy, in partnership with the Ellen MacArthur Foundation and Cariplo Factory, with 8 billion euro in dedicated credit lines: 5.6 billion euro was disbursed in 2023, 4.7 billion euro of which related to green criteria. In addition, approximately 1.7 billion Green Mortgages were disbursed in 2023 (4.3 billion in 2022-2023).

With the aim of supporting SMEs seeking to improve their sustainability profile, Intesa Sanpaolo offers the S-Loan, divided into 6 product lines; in 2023, 1.7 billion euro was granted (approximately 5.2 billion euro since launch in July 2020). The initiative linked to the ESG Laboratories also continued. The ESG Laboratories are physical and virtual meeting places to support SMEs in their sustainable transition process, reaching a total of 13 Laboratories in 2023.

In line with the 2022-2025 Business Plan, Think Forestry, a major project of reforestation and preservation of natural capital, was launched with the goal of planting and preserving 100 million trees through the combined efforts of the Bank and client companies.

The Group continued to enhance the offering of sustainability-conscious investment products, with a penetration in Eurizon of around 74% of asset management products classified pursuant to Articles 8 and 9 of the Sustainable Finance Disclosure (SFDR), including Portfolio Management, out of total Assets under Management. Thanks to the new role of the "ESG Ambassador" in the networks of Fideuram and Intesa Sanpaolo Private Banking, a helpdesk was set up to listen to the needs of Customers and Private Bankers, with the aim of promoting the culture of sustainability. In addition, the Insurance Group increased the percentage of investment options (classified pursuant to Articles 8 and 9 of the SFDR) underlying unit-linked/ multi-line insurance products to over 80% at the end of 2023.

In terms of funding, in 2023 the Group significantly increased its volumes of Green bonds, ranking among the leading European bank issuers of the year: around 5.2 billion euro of Green Bonds and 750 million pounds of Social Bonds were issued.

More generally, in 2023 Intesa Sanpaolo's support to the Italian economy continued to be incisive, with the allocation of new medium/long-term lending to the real economy to the tune of 60.4 billion euro, of which 40.3 billion euro in Italy.

Social inclusion, in a perspective of fair and inclusive economy transition, is a key issue for the Group: the Business Plan defined the commitment to disbursing new social lending for around 25 billion euro, of which 5.5 billion euro was disbursed in 2023 in social lending and urban regeneration (around 14.8 billion euro in 2022-2023). Particularly worthy of note are the

loans to support non-profit organisations amounting to 252 million euro and the provision of 71 million euro as part of the Fund for Impact to directly support families and individuals and guarantee wider and more sustainable credit access through dedicated programmes.

In addition, in 2023 the Bank undertook to allocate a new contribution of around 1.5 billion euro for the five-year period 2023-2027, of which around 300 million's worth of costs were already included in the 2023 results, in line with the multiyear objective, to support initiatives to address social needs, and a dedicated organisational unit was set up, with the aim of steering and governing social impact activities.

Great attention was paid to combating poverty with the aim of putting in place over 50 million initiatives by 2050 under the Food and Shelter Programme for the needy, through which over 36.8 million initiatives were carried out in 2022-2023, including around 30 million meals, around 3.3 million dormitories/beds, over 3.2 million medicine prescriptions, and over 446,000 items of clothing.

In 2023, Intesa Sanpaolo disbursed, through its Charity Allowance, over 18.9 million euro in support of over 700 projects carried out by non-profit organisations in favour of the most vulnerable population. Of great importance is the direct promotion of culture through Gallerie d'Italia, whose exhibition spaces have already been doubled: the four museum sites are considered centres of excellence in terms of cultural offering, research projects, temporary exhibitions and the enhancement of art collections shared with the leading international players, which welcomed around 680,000 visitors in 2023.

As part of the digital transition process, the Intesa Sanpaolo Mobile App was recognised in 2023 by Forrester as a "Global Mobile Banking Apps Leader" and "Global Digital Experience Leader" for the second consecutive year, ranking first among all banking apps assessed in the world and it remains a point of reference for over 12.5 million multi-channel customers, with almost two billion logins per year, 178 million transactions and supporting the purchase of products and services on the Group's digital channels. June 2023 marked the commercial launch of the new Isybank digital bank, designed according to criteria of simplicity, accessibility, inclusiveness and security.

Recognising the strategic value of innovation for the growth of the new economy and committed to promoting around 800 innovation projects over the period of the new Business Plan, the Group launched 204 projects in 2023 through the Intesa Sanpaolo Innovation Center (405 projects since 2022). The Group pays special attention to the growth of high-potential startups, providing non-financial services, such as acceleration programmes, and support to venture capital funds, also thanks to Neva SGR, which invested over 85 million euro since 2022.

These results were made possible thanks to the People working in Intesa Sanpaolo, who represent the Group's most important asset. Since 2022, around 3,850 people have been retrained and the Group has continued to invest in training, reaching 26.1 million hours delivered since 2022 against a Plan target of around 50 million hours by 2025. Moreover, with the intention of supporting the dissemination of the sustainability culture and promoting the development of skills in this area, in 2023 more than 1 million hours dedicated to ESG issues were provided, with around 93% of the Group's people being trained on this topic. In the challenging context of the 2023 crisis that required, among other things, solutions to mitigate the impact of inflation, Intesa Sanpaolo played a strong role in promoting the renewal - in 2023 - of the national collective labour agreement for the credit and financial sector, which sets a salary increase of approximately 9%.

Special attention was paid to the issues of diversity & inclusion in 2023, also strengthening the collaboration with ISPROUD, the first community of Group people which involves the participation of over 1,000 LGBTQ+ people and allies. Intesa Sanpaolo was the first major Italian banking group to obtain the certification for gender parity "Prassi di Riferimento (PDR) 125:2022" envisaged by the National Recovery and Resilience Plan, thanks to its commitment to diversity and inclusion and received recognition as "Best Improvement" with reference to Parks LGBT+ Diversity Index 2023.

The Intesa Sanpaolo People satisfaction index continued to grow, reaching the highest level in the last decade (84% in 2023 vs 79% in 2021 and 66% in 2013). In addition, it was recognised as Top Employer 2024 for the third year in a row by the Top Employers Institute and received the Best Talent Acquisition Team award as part of the 2023 LinkedIn Talent Awards.

With the achievement of these results, Intesa Sanpaolo undertakes, with conviction and in compliance with the expectations of all its Stakeholders, to continue along the path it has embarked on for some time, defined by the strategic guidelines of the 2022-2025 Business Plan, to responsibly honour the commitments undertaken, including with regard to ESG issues.

Carlo Messina Gian Maria Gros-Pietro

KEY

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Executive Summary

Main performance indicators

GROUP VALUE AND SOLIDITY

The Group has confirmed its status as the engine of Italy's real and social economies: against a target set in the new 2022-2025 Business Plan of 328 billion euro, in 2023 ~60 billion euro of new medium-to-longterm lending was disbursed. Furthermore, in 2023 the Group facilitated the return from non-performing to performing status of around 3,600 Italian companies (~140,800 since 2014), retaining about 18,000 jobs (~704,000 since 2014).

The 2023 results confirm Intesa Sanpaolo's ability to generate sustainable profitability even in challenging scenarios thanks to its welldiversified and resilient business model, with net income equal to 7.7 billion euro, up 76.4% compared to 2022.

Economic value breakdown

The economic value generated in 2023 amounts to approximately 26 billion euro and is up compared to the 2022 value (20.7 billion euro*). The Group's people, who received the highest portion of the distributed economic value, benefited from over 31% of the economic value generated, for a total of over 8 billion euro. Over 22% of the economic value generated was allocated to Shareholders, holders of equity instruments and minority interests, largely in terms of the proposed dividend, for a total of approximately 5.8 billion euro.

Executive Summary

QUALITY OF SERVICE AND CUSTOMER SATISFACTION

INNOVATION, DIGITAL TRANSFORMATION AND CYBERSECURITY

the official showcase website), with a new cloud-native digital platform, Isytech, developed in partnership with the leading fintech Thought Machine, which serves customers in the retail segment that are mainly digital users of banking services and geared to mobile banking. In line with the needs of this group of customers, Isybank has been designed according to criteria of simplicity, accessibility, inclusiveness and security, maintaining the possibility of a direct relationship with the managers of the Digital Branch, since Intesa Sanpaolo's approach is to preserve the value of people in their interaction with the customer.

Support for innovation

The Group recognises the fundamental value of innovation for the growth of the new economy and is committed, through its subsidiary Intesa Sanpaolo Innovation Center, to promoting around 800 innovation projects over the period of the 2022-2025 Business Plan, of which 204 were launched in 2023 (405 since 2022). The Plan pays special attention to the growth of high-potential start-ups, providing non-financial services (e.g. acceleration programmes) and support to venture capital funds, also thanks to Neva SGR (100 million euro investments are envisaged for Neva SGR over the Plan's time horizon). In the context of support for start-ups, the implementation of two initiatives should also be highlighted: Up2Stars, the second edition of which is currently underway, aimed at 40 start-ups on 4 vertical pillars (Watertech; Renewable energy and energy efficiency; AI for business transformation; IoT, infrastructure and mobility) and In Action ESG Climate, aimed at promoting new solutions to combat climate change and support green transition through technological innovation and the development of new business models.

Social Bond

the nominal amount of the Social Bond issued in 2023 in Senior Preferred format

The order book, the largest ever achieved by an Italian bank issuer on the reference market £750m >£1,6bn

In May 2023, Intesa Sanpaolo successfully placed a new Senior Preferred Social issue aimed at the sterling market, for a nominal amount of 750 million with maturity in May 2033. The order book closed at more than 1.6 billion and proved to be the largest ever achieved by an Italian bank issuer on this market. This issue follows the first, placed in October 2022, relating to the Social Bond in Senior Preferred format for a nominal value of 750 million euro, with maturity in January 2030.

* Reporting follows the Rules for the classification of credit products and sustainable lending transactions approved by the Group at the end of 2022 and, in addition, the support loans provided in the event of natural disasters and for urban regeneration. It also includes ~750 million euro of green loans disbursed in 2023 to young people. For further details on reporting in accordance with the aforesaid Rules, one should refer to pages 283 and 309. ** It includes ~750 million euro of green loans disbursed in 2023 to young people.

FINANCIAL INCLUSION AND SUPPORTING PRODUCTION

€ bn

SUSTAINABLE INVESTMENTS AND INSURANCE Funds pursuant to Articles 8 and 9 SFDR* - Eurizon ESG engagement activities with issuers - Eurizon assets: € billions and % on total AuM managed funds 228 initiatives of ESG engagement, which represent 40% of the total engagement activities conducted 165 companies for which ESG engagement activities have been carried out In line with the objectives set out in the 2022-2025 Business Plan and with a view to strengthening the ESG offering in asset management, in 2023 the assets of products that promote, among others, environmental and/or social characteristics, or that have sustainable investment objectives, classified according to Articles 8 and 9 of the SFDR stood at ~149 billion euro (the Business Plan's target to 2025 being 156 billion euro), which account for 73.3%** of the assets managed in UCITS (Undertaking for the Collective Investment in Transferable Securities) by the company. For further details, reference is made to page 161. As an adherent to the Italian Stewardship Principles for the exercise of administrative and voting rights in listed companies, Eurizon pays particular attention to the policies implemented by issuers, encouraging exchanges of views with the companies it invests in: in 2023 it carried out engagement initiatives for 343 companies, of which around half were subject to ESG engagement, confirming Eurizon's strong focus on sustainability issues and the effectiveness of the active ownership engagement instrument. Funds pursuant to Articles 8 and 9 SFDR* - Fideuram ESG engagement activities with issuers - Fideuram Asset Management and Fideuram Asset Management Ireland assets: € billions and % on total AuM managed funds 27 33 2022 2023 71% 61% 78 activities of engagement on ESG issues conducted by Fideuram Asset Management, which represent 70% of the total engagement activities conducted 74% of companies for which Fideuram Asset Management has carried out ESG engagement activities out of the total companies subject to engagement 82 activities of engagement on ESG issues conducted by Fideuram Asset Management Ireland, which represent almost 84% of the total engagement activities conducted 87% of companies for which Fideuram Asset Management Ireland has carried out ESG engagement activities out of the total companies subject to engagement Among own funds provided by Fideuram, 97 are classified according to Articles 8 and 9 of the SFDR (against 81 in 2022) for a total of over 33 billion euro's worth of assets (growth compared to around 27 billion euro in 2022), which account for 71% of total assets. In addition to the offering of own funds from Fideuram Asset Management (FAM) and Fideuram Asset Management Ireland (FAMI), the offering of third-party ESG products in collaboration with leading international investment houses is also available to customers. As at 31 December 2023, it should be noted that 70% of customers' assets under management*** are classified pursuant to Articles 8 and 9 of the SFDR Regulation. Within the Fideuram - Intesa Sanpaolo Private Banking Division, the engagement activities are conducted by the companies Fideuram Asset Management and Fideuram Asset Management Ireland. With regard to Fideuram Asset Management, in 2023 the company conducted 112 engagement activities (of which almost 70% on ESG issues) with 106 companies: for around 74% of these the engagement initiatives focused on ESG issues. During the year, Fideuram Asset Management Ireland conducted 98 engagement activities (of which almost 84% on ESG issues) with 94 companies: for around 87% of these the engagement initiatives involved ESG issues. 110 54% 73% 149 2022 2023

* Classified according to Articles 8 and 9 of the Sustainable Finance Disclosure Regulation (SFDR).

** ~74% including Portfolio Management (GP) pursuant to Articles 8 and 9 of the SFDR. *** All asset management components are considered: à la carte funds, GP lines and internal insurance asset management funds.

Executive Summary

* As a cost for the Bank (including structural costs of ~0.5 billion euro related to the ~1,000 people dedicated to supporting initiatives/projects), already taken into account in the 2024- 2025 guidance.

months of the end of the course.

vulnerable groups in caring professions. To date, the programme saw the start of 8 classes in Tuscany, Campania and Lazio that involved a total of 112 people. The first data relating to the monitoring of the initiative show that 77% of NEETs find work and/or resume their studies within a few

** As a cost to the Bank.

EMPLOYMENT PROTECTION

defined in the previous Plan (~5,000 employees), ensuring the Bank's continued attention to safeguarding employment and creating new development opportunities.

increase is of both men and women (in particular, women account for almost 57% of new hires in 2023); the greatest number of hires is of young people under the age of 30, confirming Intesa Sanpaolo's desire to support the Group's growth and generational change. Intesa Sanpaolo was recognised as Top Employer 2024 by the Top Employers Institute for the third consecutive year and received the Best Talent Acquisition Team award as part of LinkedIn's 2023 Talent Awards.

Executive Summary

RETENTION, ENHANCEMENT, DIVERSITY AND INCLUSION OF THE GROUP'S PEOPLE

interest in developing and updating the skills of its resources. The level of satisfaction among the Group's people (78% for digital training and 98% for live training) is high, in line with those already achieved in previous

sustainability culture, not only by conveying notions and knowledge in these areas, but also by ensuring that for the Group's people these are transformed into the skills needed to act as "agents of change", contributing to the implementation of corporate strategies geared towards generating economic, social and environmental value together. In 2023, a new collection of mandatory training modules on the Group's Code of Ethics was published, following the updating of the document.

A key moment in 2023 was the climate analysis, which detects, every two years, the perception of the Group's people, in Italy and abroad, with quantitative tools. The online questionnaire was divided into questions that investigated job satisfaction, the perception of the Group's overall image and the effectiveness of the new working methods (remote working and short week), knowledge of ESG issues and projects, customer and management satisfaction.

The satisfaction index continued to grow, reaching the highest level in the last decade (84% in 2023 vs 79% in 2021 and 66% in 2013).

* The figures are shown on the basis of a recalculation that takes into account training effectiveness parameters.

** Hours defined as the duration of the training units used.

years.

~470 key people

>240 talents

RETENTION, ENHANCEMENT, DIVERSITY AND INCLUSION OF THE GROUP'S PEOPLE

observation in 2023 as well.

Number of promotions by gender Talent management and development

identified among Middle Managers for dedicated development and training initiatives

have already completed the International Talent Program and for ~240 people the program is still ongoing

The commitments aimed at ensuring fair opportunities in the processes for recruitment and promotion to senior roles were subject to continuous In line with the objectives set out in the 2022-2025 Business Plan, the Group is committed to an innovative strategy geared towards talent management and development. In 2023, over 240 Group talents already completed the development path within the International Talent Program, which is still ongoing for ~240 people; ~470 key people were

development and training initiatives.

The figures relating to the female/male remuneration ratio in 2023 at Group level do not show significant changes compared to 2022. Gender equality is confirmed for the professional areas in Italy.

In the Incentive System, the ESG dimension continues to play a key role through the provision of a specific and structured KPI. This KPI, available since 2021, and which represents an evolution from the previous "Diversity & Inclusion" transversal KPI - was assigned in the 2023 scorecards to the CEO and approximately 3,000 Group managers (in Italy and abroad), in line with the commitments undertaken in the 2022-2025 Business Plan.

also identified, especially among Middle Managers, for dedicated

Executive Summary

Training on health and safety Health and safety

With a view to constantly monitoring health and safety, in 2023 the Bank maintained a high focus on training in these areas; there was an increase of almost 20% compared to 2022 in the number of Group people trained.

Workplace accidents in 2023 are essentially in line with those in 2022, including in terms of percentage of the Group's total workforce, confirming Intesa Sanpaolo's intention to reduce the likelihood of occurrence of any harmful event to people, the environment and any third parties involved and progressively improve the Group's performance in terms of occupational health and safety.

Support to the Group's people

The 2022-2025 Business Plan confirmed the central role of people's well-being as a pillar of the Group's HR strategy. To this end, People Care initiatives were carried out in synergy with the support for diversity and inclusion, with corporate welfare and with the new working methods. Particularly worthy of note is CareLab, the workshop designed to promote the well-being of the Group's people (physical, emotional, psychological and social), which provides both a platform with video content, podcasts, articles and an array of tools and apps, as well as events and initiatives in person and in digital mode, company gyms and Employee Assistance Program service (psychological support service). Finally, the review of working methods following the agreement entered into with the trade unions in 2023 further improved the flexibility measures in the area of working hours and remote work, introducing a voluntary 4-day working week with equal pay.

TRANSITION TO A SUSTAINABLE, GREEN AND CIRCULAR ECONOMY

€ bn

**New lending in relation to the areas of application of Mission 2* of the NRRP**

44.9 12.6 2023

32.3 2021-22

Green Mortgages

The Group's 2022-2025 Business Plan focuses closely on the goals connected with the transition to a low-carbon economy, supporting green initiatives and projects of benefit to its customers. More specifically, Intesa Sanpaolo made 76 billion euro of new lending available in relation to the areas of application of Mission 2 of the NRRP, focused on supporting the green economy, circular economy and ecological transition, 45 billion euro of which already disbursed in the 2021-2023 period.

2021-26 2021-23

The 2022-2025 Business Plan includes a specific objective relating to the disbursement of green loans to individuals equal to 12 billion euro, in order to give further boost to sustainable credit for retail customers with special emphasis on the ecological transition. Overall, Green Mortgage disbursements amounted to 4.3 billion euro in the 2022-2023 period.

Circular economy plafond**

In the 2022-2025 Business Plan, the Group confirmed its commitment to the circular economy, promoting the dissemination of this model, the renewal of the partnership with the Ellen MacArthur Foundation, with Cariplo Factory for the Circular Economy Lab and announcing credit lines of 8 billion euro for the circular economy. In the context of the credit line dedicated to the circular and green economy, which includes specific incentives, in 2023, 366 projects valued at ~11.7 billion euro were assessed and validated; 242 transactions worth ~7.2 billion euro approved (of which 4.8 billion euro related to green criteria) and 5.6 billion euro disbursed taking account of previously agreed projects (4.7 billion euro of which related to green criteria), meeting the 2025 target in advance.

* Focused on supporting green economy, circular economy and ecological transition.

** Credit plafond dedicated to the circular and green economy, which may include specific incentives.

Executive Summary

TRANSITION TO A SUSTAINABLE, GREEN AND CIRCULAR ECONOMY

The ESG Laboratories, physical and virtual meeting places for supporting Italian businesses during the sustainable transition and tracing a development course designed to support long-term growth with positive impacts on the environment and people, also continued in 2023. The Workshops, together with the local institutions that took part, encourage discussion and raise awareness of ESG issues among businesses and supply chains through in-depth meetings and workshops, with the aim of helping customers take their first steps towards initiatives that improve their sustainability profile with positive repercussions on business development. After the opening of the first ESG Workshop in October 2021 in Brescia and the launch of 9 workshops in 2022, new workshops were also opened in the Italian provinces of Milan, Turin and Florence in 2023. The aim of the workshops is to provide all of the tools necessary to invest in sustainable, digital and circular economics projects, matching the needs of companies with the expertise of expert partners, universities and innovation centres.

CLIMATE CHANGE

Greenhouse gas emissions Energy from renewable sources

At an overall level, Scope1 + Scope2 Market-based greenhouse gas emissions decreased by 9% compared to 2022: this result was achieved through continuous improvement in terms of energy efficiency, space optimisation and progressive transition of the company fleet to hybrid and electric vehicles. This is also confirmed by the downtrend in electricity consumption, which stood at -8% compared to the previous year.

Against a carbon neutrality target for own emissions by 2030***, there was a reduction of 28% at the end of 2023, in line with the commitments undertaken in the Business Plan.

In addition to the energy efficiency measures aimed at reducing its environmental impact, the Intesa Sanpaolo Group has committed itself, where possible, to producing electricity by installing photovoltaic plants and purchasing electricity from renewable sources, which in 2023 accounts for 88% of total electricity purchased (91% in 2022). The reduction in the purchase of electricity from renewable sources was the result of the national energy mix of some Banks outside Italy, where the purchase of green energy is restricted by state monopolies, the slight increase in the production of electricity by cogeneration in Italy and the numerous energy efficiency initiatives that have at the same time reduced purchasing needs.

Paper Waste

Compared with 2022, paper usage has fallen by 5.4% with an increase in purchases of recycled paper by the international subsidiaries, proof of the Group's increasing focus on its environmental impact. The per capita consumption figure (41.5 kgs in 2023 v 42.8 kgs in 2022) underlines the Group employees' greater awareness of the use of paper. Thanks to the various dematerialisation measures completed in the last five years, in 2023 around 3,317 tonnes of paper was saved, corresponding to 3,531 tonnes of CO² avoided and a theoretical cost saving of around 5 million euro.

In 2023, the amount of waste produced was down by 11% compared to 2022.

The management of Intesa Sanpaolo Group waste, including collection, transportation, recovery and disposal at external sites, is overseen by third parties in accordance with all the relevant legislation in force. Only 6.8% of the waste produced is disposed of (4.9% disposed of in landfills) with over 93% prepared for reuse, recovery or recycling.

* Market-based: the Scope2 data on purchased electricity considers the contribution, agreed contractually, of the guaranteed renewable source certificates, which therefore have zero emissions. ** Calculated on the total amount of electricity purchased. *** -53% vs 2019 through specific medium-long term actions aimed at reducing its consumption of natural gas, diesel oil and traditional electricity.

Sustainability indices, rankings and awards

Intesa Sanpaolo is included in the main sustainability indices and rankings defined by specialist ratings agencies that select companies not only on the basis of their financial performance but also looking at their results in the three ESG areas (Environmental, Social, Governance), or in specific fields such as diversity. The main indices and rankings in which Intesa Sanpaolo is included are:

Dow Jones Sustainability Indices e S&P ESG Indices [i]

The Bank is included in the Dow Jones Sustainability World Index and Dow Jones Sustainability Europe Index, based on an annual assessment carried out by S&P Global according to a best-in-class criterion among companies with largest market capitalisation.

The Dow Jones Sustainability World Index includes around 300 companies among the 2,500 largest businesses in the world included in the S&P Global BMI. The Dow Jones Sustainability Europe Index includes around 150 companies among the 600 largest European businesses of the S&P Global BMI.

Intesa Sanpaolo is also included in some indices of the S&P ESG Index Family. In February 2024 Intesa Sanpaolo was included in the 2024 edition of S&P Global's Sustainability Yearbook – Top 10% ESG Score 2023.

FTSE4Good Index Series [i] e FTSE ESG Index Series [i]

Intesa Sanpaolo is included in 2 indices of the FTSE4Good Index Series and in the FTSE Developed ESG Index, based on an ESG rating assigned by FTSE Russell. The rating makes use of publicly available data from 8,000 companies operating in 47 different financial markets.

MSCI ESG Indexes [i]

Based on the analysis of the environmental, social and governance sustainability aspects of over 10,000 companies, the indices represent the main ESG strategies of businesses. Intesa Sanpaolo has an AA rating and is included in several families of indices, including MSCI ESG Leaders, MSCI Climate Change, MSCI Climate Action and MSCI Low Carbon. [D]

CDP [i]

CDP conducts an annual assessment to evaluate the approach to climate change mitigation (over 21,000 companies assessed on environmental issues in 2023). The analysis is based on data and information provided by the companies, assessed on 4 subsequent levels (disclosure, awareness, management, leadership) which represent the companies' progress in terms of environmental protection. The assessment provides rankings from D- to A for companies achieving leadership level.

In 2023 Intesa Sanpaolo was included in the Leadership level.

Corporate Knights - 2024 Global 100 Most Sustainable Corporations in the World Index [i]

The index includes the 100 most sustainable companies in the world, which are assessed on the basis of publicly available data, in relation to 25 indicators, within a universe of over 6,700 listed companies.

Euronext ESG Indices [i]

Intesa Sanpaolo is included in the MIB ESG index and in other Euronext ESG Indices, including Euronext Vigeo Europe 120 and Euronext Vigeo Euro 120, based on the assessment conducted by Moody's ESG Solutions. The MIB ESG index is the first bluechip index for Italy dedicated to ESG best practices, launched in October 2021 by Euronext - Borsa Italiana.

Solactive ESG Indices [i]

Solactive ESG includes Intesa Sanpaolo in its Global and Europe Corporate Social Responsibility Indices - based on the criteria of the independent association Forum Ethibel - and in other ESG indices that refer to ISS ratings, such as Solactive ISS Prime Rated ESG Index Series.

Morningstar ESG Indexes [i]

Intesa Sanpaolo is included in the Morningstar ESG Indexes, including Global Markets Sustainability Leaders, Eurozone ESG Select 50 which are based on Sustainalytics assessments, and in some thematic indices, such as Developed Markets Gender Diversity, Developed Europe Gender Diversity, which are based on Equileap assessments.

QONTIGO-STOXX® Sustainability Indices [i]

Intesa Sanpaolo is included in several families of STOXX® sustainability indices, including ESG and Climate Indices. Among them, the STOXX® Global ESG Leaders Index selects companies according to best-in-class criteria, based on the sustainability rating assigned by Sustainalytics.

Standard Ethics Indices [i]

They analyse companies based on the level of compliance with the sustainability and governance principles of the European Union, the OECD and the United Nations. Intesa Sanpaolo is included in the Standard Ethics Italian Index, Standard Ethics Italian Banks Index, Standard Ethics European Banks Index and Standard Ethics European 100 Index.

ECPI Indices [i]

A family of over 60 indices based on the analysis of the publicly available data of over 4,000 companies. Intesa Sanpaolo is included in the ECPI World ESG Equity and ECPI Euro ESG Equity, to name a few.

2023 Bloomberg Gender-Equality Index - GEI [i]

Thematic index on gender equality which includes 484 companies analysed in terms of five areas of investigation, starting from a reference universe of over 11,500 listed companies. ²⁰²³

Refinitiv Global Diversity and Inclusion Index 2023 (ex Refinitiv) – Top 100 [i] Starting from over 15,000 companies analysed globally, the thematic index selects the top 100 companies at the forefront of inclusion and diversity practices in the workplace.

24 25

Executive Summary

Intesa Sanpaolo has also received some awards in the field of sustainability, in particular:

Institutional Investor - Ranking 2023 [i]

Intesa Sanpaolo retains its position as the best European bank in terms of relations with financial analysts and institutional investors and in relation to ESG aspects.

Reputation Manager - ESG Perception Index 2023 [i]

Intesa Sanpaolo ranked first in the ESG Perception Index 2023 by Reputation Manager, a leading company in Italy in reputation analysis and management. The semi-annual ranking includes the top 200 Italian companies perceived as most sustainable on the web. The analysis model assesses how close a brand is to the 17 Sustainable Development Goals defined by the UN.

Morningstar Sustainalytics – 2024 ESG Top-Rated Companies List [i]

Intesa Sanpaolo was included for the first time in the 2024 ESG Top-Rated Companies List, which includes the companies with the best ESG Risk Ratings by Sustainalytics. The companies are awarded with a badge: Intesa Sanpaolo obtained the 2024 ESG Top-Rated Industry and 2024 ESG Top Rated Regional badges. [D]

Italian Banking Association - Award for innovation in Banking Services [i]

The Sharing Energy: Solidarity Energy Communities project won the innovation award for sustainability; a special mention to the AI project for Corporate Targeting Automation.

Premio Nazionale per l'Innovazione - Premio dei Premi (National Award for Innovation) [i]

Established by the Presidency of the Council of Ministers and by the Cotec Foundation, it is awarded every year to the best innovation projects in the banking, industry, services, university, public administration and non-profit sectors, also in order to promote the growth of the country's culture of innovation. Intesa Sanpaolo won with the Sharing Energy: Solidarity Energy Communities project.

Time and Statista - World's Best Companies 2023 [i]

Intesa Sanpaolo was included in the World's Best Companies 2023 ranking by Statista and Time, ranking third in Italy in the Banking & Financial Services category. The ranking takes into account three factors: employee satisfaction, revenue growth and sustainability rating (ESG). Statista is one of the world's leading economic survey companies. Time is one of the most authoritative international news magazines based in the United States.

Financial Times and Statista – Diversity Leaders 2024 [i]

Intesa Sanpaolo was included among the Diversity Leaders ranking in 59th place out of 850 companies analysed (second bank in Italy).

Corriere della Sera, Pianeta 2030 and Statista – Most climate-conscious companies 2024 [i]

Intesa Sanpaolo was included in the 2024 ranking of the Most climate-conscious companies, which includes the Italian companies that have reduced the ratio between their CO² emissions and turnover to the largest extent.

AIFIn - Financial Innovation - Italian Awards [i]

In March 2024, Intesa Sanpaolo won 11 awards in different categories including "ESG" and "Sustainability" with the "ESG Scoring", "Finanza Insieme" and "Impact Counter" projects. Based on the results achieved in the different categories, the Special Award – "Innovative Financial Institution" of the year 2023 was awarded to large banks. AIFIn - Italian Financial Innovation Association - is an independent body operating since 2004 with the aim of promoting and disseminating the culture of innovation in the banking, insurance and financial sector.

Lundquist - Comprend – 2023 Webranking Europe 500 [i]

Intesa Sanpaolo is one of the Top 20 European companies (out of 500 listed companies analysed) in terms of transparency in its reporting on digital channels. The research highlights Intesa Sanpaolo's performance in sustainability reporting as a virtuous example.

Lundquist's research - sustainability [i]

Intesa Sanpaolo is among the Top 10 Italian companies for sustainability reporting on digital channels according to Lundquist's sustainability research, which involved 85 Italian companies.

EticaNews - Integrated Governance Index – (IGI) [i]

Intesa Sanpaolo confirmed its position among the ESG Identity Top Performers within the Integrated Governance Index (IGI), placing for the first time among the TOP 10 in the overall ranking (which includes both the Ordinary Area and the Extraordinary Area) and in third place in the Extraordinary Area ranking.

Green Building Council - Leadership in Energy and Environmental Design (LEED) Certifications [i]

In 2023 the Turin Skyscraper obtained confirmation of the 2019 LEED Platinum - Existing Buildings Operations & Maintenance certification from the Green Building Council in the sustainable management category. Previously the New Headquarters had already received the LEED Platinum certification for the construction of the building, thanks to the design features and the technological solutions adopted. The Gioia 22 Skyscraper in Milan also attained the LEED Platinum – Core and Shell certification for the design and construction of its mechanical, electrical, hydraulic and fire-fighting systems.

Top Employers Institute – Top Employer 2024 [i]

Intesa Sanpaolo was recognised as Top Employer for Italy 2024 by the Top Employers Institute for the third year in a row. Privredna Banka Zagreb (PBZ) was also recognised as Top Employer for Croatia for the second consecutive year and VUB Banka as Top Employer for Slovakia for the first year.

The institution is a global authority on recognising excellence in people practices: in 2024, it certified over 2,300 organisations in 121 different countries in the world.

Group identity and profile

Group presentation

The Intesa Sanpaolo Group, with a market capitalisation of 53.7 billion euro*, is one of the leading banking groups in Europe, with a firm ESG commitment, a top global positioning in terms of social impact and a strong focus on the climate.

The Intesa Sanpaolo Group is the largest banking group in Italy, with 13.6 million customers and over 3,300 branches and is the Italian leader in financial operations for households and businesses, in particular, in banking intermediation (with a 18% share of loans and 22% of deposits), asset management (24%), pension funds (25%), and factoring (27%).

Intesa Sanpaolo has a strategic international presence, with over 900 branches and 7.2 million customers, comprising subsidiaries operating in commercial banking in 12 countries in Central Eastern Europe and Middle Eastern and North African areas and an international network of specialists in support of corporate customers across 25 countries, in particular in the Middle East and North Africa and in those areas where Italian companies are most active.

The Group is organised into Governance Areas and Head Office Departments reporting directly to the Managing Director and CEO, and six divisions - also reporting to the Managing Director and CEO - focusing on customers.

* As at 29 February 2024.

^** Chair's Technical Secretariat reports to the Chair of the Board of Directors.

^*** The Chief Financial Officer Governance Area also includes the Manager responsible for preparing the Company's financial reports.

The six divisions into which the Group's activities are organised are as follows:

Banca dei Territori	Focused on the market and the central role of the territory in strengthening relationships with individuals, small and medium enterprises, and non-profit entities. The Division includes industrial credit, leasing and factoring activities as well as the digital bank Isybank (which also operates in instant banking via Mooney, in partnership with the ENEL Group).
IMI Corporate & Investment Banking	Global partner for enterprises, financial institutions and the public administration in a medium/long-term perspective, at domestic and international level. It includes capital markets and investment banking activities and operates in 25 countries in support of the cross-border operations of its customers through a specialised network of branches, representative offices and subsidiaries that engage in corporate banking activity.
International Subsidiary Banks	Includes subsidiary banks performing commercial banking activities in the following countries: Albania (Intesa Sanpaolo Bank Albania), Bosnia-Herzegovina (Intesa Sanpaolo Banka Bosna i Hercegovina), Croatia (Privredna Banka Zagreb), Egypt (Bank of Alexandria), Moldova (Eximbank), Czech Republic (the Prague branch of VÚB Banka), Romania (Intesa Sanpaolo Bank Romania), Serbia (Banca Intesa Beograd), Slovakia (VÚB Banka), Slovenia (Intesa Sanpaolo Bank), Ukraine (Pravex Bank) and Hungary (CIB Bank).
Private Banking	Serves customers in the Private and High Net Worth Individuals segment by offering targeted products and services. The division includes Fideuram – Intesa Sanpaolo Private Banking, with 6,696 private bankers.
Asset Management	Solutions to the Group's customers, non-Group distribution networks and institutional customers. The division includes Eurizon, with assets managed totalling 311 billion euro(1).
Insurance	Insurance, pension and financial products targeted at Group customers. The Insurance Group, which has direct insurance deposits totalling 173 billion euro, includes Intesa Sanpaolo Vita – which controls Intesa Sanpaolo Assicura, Intesa Sanpaolo RBM Salute, Intesa Sanpaolo Insurance Agency and InSalute Servizi – and Fideuram Vita.

A detailed presentation of Intesa Sanpaolo's organisational structure is available on the Group's website [i].

International presence(2)

■ Italy 3,323 Branches
■ Other european countries 760 Branches 1 Representative Office
■ America 2 Branches 1 Representative Office
■ Asia 7 Branches 6 Representative Offices
■ Africa 173 Branches 1 Representative Office
■ Australia/Oceania 1 Branch

Competitive positioning

Ranking in Italy – Market shares(2)

1°	Loans	18.4%
1°	Deposits(3)	22.1%
1°	Asset Management(4)	24.0%
1°	Pension Funds(5)	24.5%
1°	Factoring(5)	27.2%

(2) Figures as at 31 December 2023.

(5) Data as at 30 September 2023.

⁽¹⁾ Net of duplications.

⁽³⁾ Include bonds.

⁽⁴⁾ Mutual funds; data as at 30 September 2023.

Mission and values

The Mission is the company's watchful soul, the guideline for all its actions in internal work and with customers; it is the lodestar of conduct of all the Bank employees engaged in implementing the Business Plans.

In January 2022, Intesa Sanpaolo's Board of Directors approved the Group's new Mission, reformulated in the wake of what had already been sanctioned in the 2018-2021 Business Plan and in defining the 2022-2025 Business Plan, highlighting the central role played by Intesa Sanpaolo's people, who are vital resources and the driving force behind the Bank's success.

We, people of Intesa Sanpaolo:

believe in the integrity and sustainability of our actions and those of our Bank.

care

for our customers through the excellence of our products, our services and our behaviour.

create value and innovation

for people, businesses, and communities in all countries and areas where we operate.

build a future

fostering sustainable development in favour of the environment, the younger generations and a truly inclusive society.

The introduction of the new Mission and the growing importance of ESG issues, both in the external context and in the Group's strategy, have highlighted the need to update the Code of Ethics. A first proposal for amendments was therefore the subject of discussion at meetings with the Sustainability Managers of the Governance Areas/Business Divisions to then continue to go through the internal process of formal alignment with the Governance functions and the Business Divisions. The text was revised with the inclusion, among other things, of the new Mission and including or strengthening issues related to the Group's strategy (among others: international commitments, diversity, equity & inclusion and the fight against climate change). In June 2023, the Parent Company's Board of Directors approved the updated Code of Ethics.

In implementing the company's Mission, the Group's strategy aims to create solid and sustainable value over time, from an economic-financial, social and environmental point of view, built on trusting relationships with stakeholders and based on the following values outlined in the Code of Ethics.

Integrity

We pursue our goals with honesty, fairness and responsibility in the full and true respect of the rules and professional ethics and in the spirit of signed agreements.

Excellence

We set ourselves the goal of continuous improvement, farsightedness, anticipating challenges, cultivating extensive creativity aimed at innovation; moreover we recognise and reward merits.

Transparency

We are committed to making transparency the basis of our actions, advertising and contracts in order to allow all our stakeholders to make informed, educated and independent decisions.

Respect for specific qualities

It is our intention to combine large-scale operations with profound local roots and to be a bank with a broad vision, with a people and community-centric approach.

Equity and inclusion

We are committed to avoiding all forms of discrimination in our conduct and to respecting differences in terms of gender, gender identity and/or expression, emotional and sexual orientation, marital and family status, age, ethnic origin, religious belief, political and union affiliation, socio-economic status, nationality, language, cultural background, physical and mental conditions or any other individual traits of a person also linked to the manifestation of their own thoughts.

The value of each single person is a guide for our modus operandi: we use listening and dialogue as tools for continuously improving our relationships. We take care of people's health and safety for the purposes of a professional experience that is mindful of their physical and psychological well-being.

Environmental protection

We promote an efficient and conscious use of all resources, avoiding waste and always prioritising sustainable choices over time. We are committed to combating climate change, protecting nature and biodiversity and supporting the transition to a sustainable, green and circular economy.

The Group is committed to complying with sustainable development principles and has been involved in important international initiatives that promote dialogue between companies, international organisations and civil society, and that pursue respect for the environment and human rights.

Voluntary commitment to domestic and international initiatives, partnerships and strategies for the United Nations Sustainable Development Goals

Global Compact [i]

A UN initiative that promotes corporate social responsibility through the adoption of ten fundamental principles relating to human rights, labour rights, the environment and combating corruption.

Women's Empowerment Principles [i]

Principles promoted by the UN that define guidelines for companies aimed at promoting gender equality and women's professional development in the workplace.

UNEP Finance Initiative [i]

The UN Environmental Programme that promotes dialogue among financial institutions on economic performance, environmental protection and sustainable development.

Net-Zero Banking Alliance (NZBA) [i]

An alliance of banks promoted by UNEP FI, with the goal of net-zero emissions by 2050, for lending and investment portfolios accounted for in the financial statements.

Net-Zero Asset Owner Alliance (NZAOA) [i]

An alliance of international institutional investors committed to transitioning their investment portfolios to net-zero greenhouse gas emissions by 2050. Intesa Sanpaolo is a member through the Intesa Sanpaolo Vita Insurance Group.

Net Zero Asset Managers Initiative (NZAMI) [i]

An initiative comprising international asset managers committed to supporting the goal of netzero greenhouse gas emissions by 2050, encouraging investments in line with endeavours to limit global warming.

The Intesa Sanpaolo Group is a member through Eurizon Capital SGR, Fideuram Asset Management SGR and Fideuram Asset Management (Ireland).

Net-Zero Insurance Alliance (NZIA) [i]

An alliance of the world's leading insurers and reinsurers committed to bringing their underwriting portfolios to net-zero greenhouse gas emissions by 2050, in line with a maximum temperature increase of 1.5 °C from pre-industrial levels by 2100. Intesa Sanpaolo is a member through the Intesa Sanpaolo Vita Insurance Group.

UNEP Finance Initiative – Principles for Responsible Banking (PRB) [i]

UNEP FI programme to bring the banking sector closer to the UN Sustainable Development Goals and the 2015 Paris Agreement on Climate.

UNEP Finance Initiative – Principles for Sustainable Insurance (PSI) [i]

UNEP FI programme for the insurance industry, with the aim of addressing the risks and opportunities related to environmental, social and governance issues.

The Intesa Sanpaolo Group subscribes to the Principles as a signatory through the Intesa Sanpaolo Vita Insurance Group.

Principles for Responsible Investment – (PRI) [i]

Principles on the integration of ESG criteria on investments, the result of the partnership between UNEP FI and the Global Compact. The Intesa Sanpaolo Group subscribes to the Principles as a signatory through Eurizon Capital SGR, Fideuram Asset Management SGR, Fideuram Asset Management (Ireland) and the Group's Pension Fund.

Equator Principles [i]

Guidelines for social and environmental risk assessment and management in projects, based on criteria recommended by the International Finance Corporation, a World Bank organisation.

CDP [i]

Independent non-profit organisation which provides companies and countries with a global system of information on climate change. Joining CDP fosters the dissemination of information on greenhouse gas emissions and the management of risks and opportunities associated with climate change.

Intesa Sanpaolo and Eurizon Capital SGR join CDP as investor signatories.

Task Force on Climate-related Financial Disclosures – (TCFD) [i]

Established in December 2015 by the Financial Stability Board (FSB), in June 2017 the Task Force published eleven recommendations to promote transparent reporting of risks and opportunities linked to climate change by companies. The TCFD was dissolved during COP28; the TCFD's responsibilities for financial reporting on climate-related issues were transferred to the International Sustainability Standards Board (ISSB).

Since 2021, Intesa Sanpaolo has published the TCFD Report(1), available on the website [i].

European Clean Hydrogen Alliance [i]

Promoted by the European Commission as part of the pursuit of EU objectives on climate change, since 2020 the initiative has supported the large-scale deployment of technologies related to renewable and low-carbon hydrogen production by 2030.

Global Reporting Initiative [i]

Organisation which develops globally recognised guidelines (GRI Standards) for sustainability reporting. Intesa Sanpaolo is a member of the GRI Community.

B4SI [i]

An internationally recognised reporting standard in measuring and managing corporate social impact.

Italian Sustainable Investment Forum [i]

Multi-stakeholder association with the objective of spreading the culture and supporting the development of sustainable finance. It is the Italian representative of the EuroSIF (European Sustainable Investment Forum). In addition to Intesa Sanpaolo, Eurizon Capital SGR and Fideuram Asset Management Ireland are ordinary members of the Forum.

Institutional Investors Group on Climate Change (IIGCC) [i]

European association of institutional investors on climate change, to help define public policies, investment practices and corporate conduct in order to address the long-term risks and opportunities associated with climate change.

The Group joins through Eurizon Capital SGR, Fideuram Asset Management SGR and Fideuram Asset Management Ireland, which also participate in collective engagement initiatives such as the Net Zero Engagement Initiative and Climate Action 100+ and Nature Action 100.

Further details are available in the Climate Report [i].

PARTNERSHIP

Ellen MacArthur Foundation [i]

The foundation is one of the main international promoters of the systemic transition towards the Circular Economy. Intesa Sanpaolo is the Strategic Partner of the Foundation, with which it has renewed the collaboration agreement for the three-year period 2022-2024.

Intesa Sanpaolo participates in the Global Compact initiative and is an active member of the community of businesses that support the UN Sustainable Development Goals.

SUSTAINABLE DEVELOPMENT GOALS (SDGS – SUSTAINABLE DEVELOPMENT GOALS)

The Sustainable Development Goals were set by the United Nations 2030 Agenda and adopted by all 193 member states of the UN, including Italy, at the end of 2015. The 17 Global Goals and their 169 targets build on the Millennium Development Goals launched in 2005.

The ESG and sustainability targets of the 2022-2025 Business Plan are closely connected with some of the Sustainable Development Goals. This link is also evidenced by the materiality analysis, which makes it possible to highlight the importance of certain issues both in terms of impact on the Group's strategies and on its Stakeholders.

Therefore, the table below shows, alongside the various Sustainable Development Goals, in addition to the actions, projects and results of greatest significance in terms of their positive effects on the community, also the link with the 2022-2025 Business Plan and the material issues. This approach is proof of the Group's contribution to generating positive change at global level through a commitment which, considering the loans granted by the Group to support families, businesses and investments, extends to all SDGs and is focused on 13 objectives in particular.

Group identity and profile

Contribution to SDGs
Group value and solidity						 sì
Integrity in corporate conduct												 sì
Quality of service and customer satisfaction		 sì
Innovation, digital transformation and cybersecurity							 sì						 sì
Financial inclusion and supporting production	 sì	 sì	 sì	 sì		 sì	 sì		 sì				 sì
Sustainable investments and insurance						sì 					sì 		sì 
Community support and commitment to culture	 sì	 sì	 sì						 sì				 sì
Employment protection						 sì
Retention, enhancement, diversity and inclusion of the Group's people			 sì	 sì		 sì		 sì					 sì
Health, safety and well-being of the Group's people		 sì				 sì
Transition to a sustainable, green and circular economy					sì 					sì 	sì 		sì 
Climate change					 sì						 sì		 sì

These are the identified Goals and the main Actions carried out in 2023, unless otherwise specified.

SDGs	2023 actions	Objectives
	Monetary contribution to the community (see page 176) In 2023, the total monetary contribution to the community amounted to ~101 million euro, 22% of which for social solidarity reasons, 13% for economic development and 5.7% for addressing civil and humanitarian emergencies. Food and Shelter for the Needy project (see page 178) In 2022-2023, over 36.8 million actions were carried out with ~30 million meals, ~3.3 million dormitories/beds, ~3.2 million medical prescriptions and 446,000 items of clothing provided. Social lending (see page 142) In 2023, 5.5 billion euro was allocated to social lending. Loans to the Third Sector (see page 146) A total of 252 million euro of loans was disbursed in support of non-profit organisations. Fund for Impact (see page 143) In 2023, ~71 million euro was allocated to support the needs of individuals and families to ensure wider and more sustainable access to credit, with dedicated programmes. Social Housing (see page 180) New partnerships were launched with Coima and Redo to give new impetus to MilanoSesto, the biggest urban regeneration project in Italy. Financial and advisory support to the Coima, Covivio and Prada consortium for the project of the former Porta Romana railway station where the Olympic Village will be built. Charity Allowance (see page 176) In 2023, ~18.9 million euro was granted through Intesa Sanpaolo's Charity Allowance to support 700 projects carried out by non-profit organisations, with 99% of resources allocated to measures to assist more vulnerable sections of society (>70% target amply exceeded).	◦ New loans to support non-profit businesses and vulnerable and young people for 25 billion euro. ◦ Support for people in need with around 50 million actions (meals, beds, medicines and items of clothing) and the expansion of the "Cibo e riparo per i bisognosi" programme. ◦ Project to promote the development of 6,000-8,000 social housing units and beds for students. ◦ Fund for Impact, which allows the disbursement of loans to sections of society who find it hard to access credit despite their potential. ◦ Significant ESG commitment, with a world-class position in Social Impact.

(1) The data shown do not include the training initiatives already detailed in dedicated tables (see those relating to the different regulatory areas), even though they fall within the ESG area.

16,400 students and 3,070 adults and teachers took part.

(2) Hours defined as the duration of the teaching units used.

Group identity and profile

SDGs	2023 actions	Objectives
	Fostering youth education and employability (see page 181) ◦ Intesa Sanpaolo collaborates with over 60 Italian and international universities (in particular Oxford and Cambridge). In 2023, over 60 Agreements were signed and various partnerships all over Italy continued; more than 130 scholarships and research grants were also awarded to young students and researchers. ◦ The "Giovani e Lavoro" (Youth and Work) Programme, in partnership with Generation Italy, is geared towards the training and placement of 5,000 young people in the Italian employment market (3,000 in 2022-2025): over 6,300 young people (aged 18-29) submitted their applications in 2023 (over 37,800 since 2019); over 2,000 students were interviewed and around 920 trained/being trained through 37 courses in 2023 (around 8,900 students interviewed and over 3,900 students trained/being trained since 2019); ◦ Intesa Sanpaolo is the main sponsor of the "Generation4Universities" project, developed by Generation and McKinsey & Company, aimed at helping students in their last year of university to embark on successful professional careers. The programme that finished in July involved 94 students from 36 universities and 22 leading Italian companies as potential employers. As of 31 December, about 50 internships had already been activated. ◦ P-Tech, an initiative in partnership con IBM, aims to provide young professionals with new digital skills: in 2023, Intesa Sanpaolo was also directly involved, delivering 3 webinars, 1 end-of-year online workshop on the Bank's activities and several mentoring meetings. ◦ Launch of the "School4life" project with careers guidance for young people who may risk dropping out from school. Intesa Sanpaolo has chosen to deliver its educational offer to more than 500 pupils in 8 middle schools. ◦ Through the "Tesi in Azienda" (Thesis in the Company) project, Intesa Sanpaolo supports students in the preparation of their degree or PhD thesis. The project involved about 230 students in 2023. Intesa Sanpaolo Fund for Impact (see page 143) ◦ "Per Merito", the first unsecured credit line dedicated to all university students resident in Italy that study in Italy.
	Diversity, Equity and Inclusion (see page 205) The most significant activities completed in 2023 include: ◦ constant breakdown by category and gender with respect to the total population. There are almost 15,000 female managers (executives and middle managers) in the Group, representing 29.6% of all female employees. Women managers account for 40.1% of all managerial staff (39.4% in 2022). ◦ 28 appointments to senior positions in 2023: 9 of these (32%) were women. ◦ Intesa Sanpaolo is: i) the top bank in Europe and the only Italian bank listed among the 100 most inclusive and diversity-aware workplaces, according to the Refinitiv Global Diversity and Inclusion Index 2023 ii) included for the sixth consecutive year in the Bloomberg Gender-Equality Index (GEI) 2023 iii) classified in first place, among large-cap companies, in the Best Company for Diversity Equity & Inclusion category of the global ESG Corporate Award rankings iv) the first major Italian banking group to obtain the "Prassi di Riferimento (PDR) 125:2022" gender equality certification introduced by the National Recovery and Resilience Plan (NRRP). Two audits were successfully performed: a mid-term audit to maintain the Gender Equality European & International Standard (GEEIS) Diversity Certification, acquired in 2021, and an annual audit to renew the National Gender Equality Certification. ◦ Monitoring began of the 2023 Diversity & Inclusion goals for each Division and Governance Area; the collaboration with ISPROUD, the first community of Group employees (to date >1,000 LGBTQ+ people and allies), was strengthened. ◦ With regard to the Parks LGBT+ Diversity Index 2023, Intesa Sanpaolo demonstrated the "Best Improvement". Fund for Impact (see page 143) ◦ Mamma@work, a highly subsidised loan launched in July 2020 to help mothers of young children balance motherhood and work commitments continued. During 2023, 1.3 million euro were granted to about 250 mothers. Support for female entrepreneurship (see page 145) The Business Gemma loan supports businesses run by women and self employed women, benefitting free of charge from the guarantee of the special section of the SME Fund for Women's Entrepreneurship. In 2023, 14 loans were disbursed for a total of 7.3 million euro. Products and services for small and medium-sized enterprises (see page 230)	◦ Launch of dedicated initiatives to ensure diversity and inclusion are fully promoted. ◦ 50 new female appointments to senior positions in 2022-2025. ◦ Fund for Impact, which allows the disbursement of loans to sections of society who find it hard to access credit despite their potential.

improving their sustainability profile, S-Loan Diversity is designed to support and promote gender equality and the role of women in the socio-economic

context.

the end of 2023, its sustainable AuM amounted to around 149 billion euro, equal to around 73.3% of its total AuM(3). Fideuram offers 97 funds classified pursuant to Articles 8 and 9 of the SFDR for a total of 33.3 billion euro of assets (71% of total assets under management). Fostering education and employability (see page 181) The first three editions of the "Digital Restart" Programme - a Private

Banking Division programme geared to the training and placement of unemployed people aged between 40 and 50 on the job market through the funding of scholarships for the Master's in Data Analysis which provides professionals with training on the analysis and management of data and information to support the decision-making process - concluded in the first half of 2023 involving 75 participants, 49 of whom found new employment.

(3) 74% including Portfolio Management pursuant to Articles 8 and 9 of the SFDR 2019/2088.

(4) Eurizon perimeter – Funds pursuant to Articles 8 and 9 SFDR 2019/2088.

Group identity and profile

2023 actions	Objectives
Employment protection (see page 190) ◦ Under the agreements signed, in order to guarantee generational change without social impacts, together with new professional reallocation possibilities, around 9,200 employees left on an exclusively voluntary basis due to retirement or through access to the sector Solidarity Fund, which will be implemented within the Group by 31 March 2025. ◦ Around 2,250 professionals were hired in 2023. The Group's employment policies also include the recruitment of new staff under a mixed contract (over 980 people employed at the end of 2023). ◦ In line with the Group strategy, the reallocation and upskilling of resources focused on priority initiatives with high added value for the Bank. In detail, in 2023 these activities involved ~2,000 people and were mainly connected with the Plan's priority initiatives. Assessment and incentive systems (see page 200) ◦ Performance Share Plan (PSP): long-term share-based incentive plan for Management aimed at supporting the objectives of the 2022-2025 Business Plan and shaping performances in terms of sustainability. More specifically, with regard to the latter, a composite ESG KPI was introduced which acts as a de-multiplier by reducing - depending on the level of achievement - the number of shares vested at maturity according to the achievement of the Business Plan's objectives. ◦ LECOIP 3.0: long-term incentive plan based on Certificates having Intesa Sanpaolo shares as underlying and aimed at all Professionals in Italy, to which 45,629 people have signed up; in particular, with reference to ESG, a minimum return on the capital initially allocated is expected upon the achievement by the Group of the same composite ESG KPI contemplated in the Performance Share Plan (PSP). Talent management and development (see page 204) ◦ Over 240 talents have completed the development path of the International Talent Program with another ~240 resources currently involved. ◦ ~470 key people identified, particularly among Middle Management, for dedicated development and training initiatives.
Digital Transformation (see page 131) ◦ The new Isybank Digital Bank was launched in 2023: "Domain Isy Tech" Delivery Unit already operational with ~ 470 dedicated specialists, contract with Thought Machine finalised and technology master plan defined. The offer structure and functionalities of Isybank were defined. ◦ To effectively support the transformation process, the activities of two programmes continued: - New Group Technology, which aims to transform the IT operating model by aligning it with the best practices of the IT structures of digital players on the market; - Falcon, aimed at re-insourcing IT capabilities by hiring ~2,000 resources over the period of the Plan. During the year, new ways of working were introduced, the transformation of the structures was carried out, specific roles were brought in for the monitoring and development of capabilities (New Group Technology) and 686 resources were hired. ◦ The Intesa Sanpaolo mobile app, was named "Overall Digital Experience Leader" by Forrester also in 2023, ranking first among all banking apps in the EMEA area. The app is used as a gateway by over 12.5 million multi-channel customers with around 2 billion logins and 178 million transactions a year and supports the purchase of products and services on the Group's digital channels, which account for almost 40% of Banca dei Territori's total sales. ◦ As part of the agreement signed with TIM and Google, the migration of applications to the Google Cloud Platform in Italy continued, a project aimed at providing Intesa Sanpaolo with Google cloud services on TIM's Italian Data Centres that meet the highest international security and information confidentiality standards. Support for innovation (see page 129) Recognising the fundamental value of innovation for the growth of the new economy, in 2023 Intesa Sanpaolo: ◦ carried out 204 innovation projects via the Intesa Sanpaolo Innovation Center; ◦ launched 12 projects in the field of neuroscience and artificial intelligence and robotics (16 ongoing);	◦ Structural cost reduction, enabled by technology: 2 billion euro of cost savings despite 5 billion euro of investments in technology and growth. ◦ Creation of a new digital bank to effectively serve a significant portion of Intesa Sanpaolo customers who do not visit branches. ◦ Promoting innovation through: - around 800 projects in 2022-2025, 70% more than in 2018-2021; - 100 million euro of Neva SGR investments in start-ups.

Naples, Venice, Ancona and Taranto); ◦ made investments of >31 million euro in startups via Neva SGR in 2023 (>85 million euro since 2022)

Group identity and profile
SDGs	2023 actions	Objectives
	Programme for urban regeneration (see page 142) In 2023 the Bank committed to around 639 million euro of new investments to support initiatives in the area of student housing, sustainable services and infrastructure, in addition to the most important urban regeneration initiatives ongoing in Italy (over 1.2 billion euro in 2022-2023). Sustainability-conscious investments (see page 158) For more details see SDG 8 - Decent work and economic growth.
	Diversity, Equity and Inclusion (see page 205) ◦ The activities of the DE&I Control Room for the monitoring of the gender equality commitments defined in the Diversity Equity & Inclusion Principles continued. ◦ With regard to combating sexual harassment, a new mandatory course on the topic, aimed at the entire Group, was organised in 2023. A listening and psychological support and legal information service dedicated to the victims of sexual harassment was provided in 2023 as well, which can be accessed free of charge and is managed by external professionals. ◦ The collaboration with ISPROUD, the Group's first community of employees, which now includes more than 1,000 LGBTQ+ people and	◦ Promotion of an inclusive and diverse environment thanks to a set of dedicated initiatives and a focus on gender equality. ◦ ~50% of women in new appointments to senior positions (1-2 organisational levels below the Managing Director and CEO). ◦ Fund for Impact, which allows the disbursement of loans to sections of society who find it hard to access

allies, was strengthened. ◦ All people with roles of responsibility (over 6,600 people, i.e. the entire management population in Italy) were involved in the managerial discussion courses on Inclusive Leadership; the initiative was also extended to the International Subsidiary Banks Division (with the exception of Pravex).
In the two-year period 2022-2023, 43 new appointments to senior positions were made: 18 of these (42%) were women and 25 (58%) men.

Fund for Impact (see page 143)

In the context of the Fund for Impact: Mamma@work, a subsidised loan to reconcile motherhood and work; "per avere Cura", a loan intended for families with members that are not self-sufficient; "per Crescere", a credit line for parents with school-age children.

Assessment and incentive systems (see page 200)

The so-called Global Banding mapping system for organisational managerial positions within the company, which objectively evaluates the relative value of different organisational roles and represents in a more organic and objective way the responsibilities of each Manager, was consolidated, including through the use of an international title valid for managerial positions in Italy and abroad.

Monetary contribution to the community (see page 176)

In 2023, the total monetary contribution to the community amounted to ~101 million euro, 41.7% of which to support art and culture, 22% for social solidarity reasons, 13% for economic development, 5.7% for addressing civil and humanitarian emergencies, 8.4% for teaching and research, 3.3% for healthcare and 1.6% for the environment.

Continuous commitment to culture (see page 182)
The monetary contribution to the dimension of Art and Culture in 2023 amounted to over 42 million euro.
In 2023, the Gallerie d'Italia welcomed about 680,000 visitors (free admission for under the age of 18). In addition, 3,670 workshops were held for schools (over 83,000 students) and 520 programmes were organised for vulnerable audiences (around 6,620 participants), all of which free of charge. 1,080 visits and activities for adults and families, 370 cultural events and initiatives (around 49,850 participants).
363 works of art from the collections owned by the Bank on loan to 73 temporary exhibitions in national and international venues.
The third edition of the Executive Course for young managers of cultural assets was held (30 students, 8 scholarships).

Partnerships were developed with institutions and museums across Italy: Bergamo Brescia Italian Capital of Culture 2023 (11.6 million visitors); the exhibition at Palazzo del Quirinale in Rome on the bronzes of San Casciano; projects with the Banking foundations; international shows like Miart in Milan, Artissima and the International Book Fair in Turin; Cortona International Festival of Photography; the City of Milan exhibition at Palazzo Marino; partnerships with museums like Palazzo Strozzi of Florence, Pinacoteca di Brera in Milan, Museo Archeologico Nazionale of Naples.

◦ Ongoing commitment to culture through:

credit despite their potential.

the promotion of the Group's heritage through the adaptation of the Gallerie d'Italia exhibition space;
partnership with museums and national and international public/ private institutions;
sponsorship of cultural activities and events;
contribution to protecting Italy's artistic heritage.
Project to promote the development of 6,000-8,000 social housing units and beds for students.
12 billion euro of new Green loans to individuals.

Group identity and profile

SDGs	2023 actions	Objectives
	Institutional initiatives in support of the community (see page 183) ◦ The activities of the Sharing Energy Project, to combat energy poverty, for the creation of Solidarity Energy Communities promoted by Third Sector organisations, continued. A major experiment in Naples with the Fondazione di Comunità San Gennaro has been going on for three years. ◦ The partnership with the FAI (the Italian Environmental Fund) continued for the 11th edition of "I Luoghi del Cuore"; the initiative, which since 2003 has collected 10 million votes in favour of over 39,000 places in more than 6,500 municipalities, saw Intesa Sanpaolo support 162 restoration and improvement projects in 20 regions, triggering a series of virtuous actions in the areas involved. Products and services for Retail customers (see page 229) The Bank supports green projects of Retail customers including: ◦ Green Mortgage: a subsidised mortgage for the purchase, construction or redevelopment of a residential property in Italy to ensure a high energy class. In 2023, around 12,100 green mortgages of a total value of approximately 1.7 billion euro were issued. ◦ EeMAP (Energy efficient Mortgages Action Plan) project, a European initiative that aims to create energy efficient mortgages, with a view to encouraging the redevelopment of buildings and the purchase of highly efficient properties. Programme for urban regeneration (see page 142) In 2023 the Bank committed to around 639 million euro of new loans to support investments in student housing, sustainable services and infrastructure, in addition to the most important urban regeneration initiatives ongoing in Italy.
	Sustainability-conscious investments (see page 158) For more details see SDG 8 - Decent work and economic growth. Circular economy (see page 232) ◦ Continuation of the collaboration with the Ellen MacArthur Foundation, of which Intesa Sanpaolo is Strategic Partner, with a new 3-year agreement for the 2022-2024 period. ◦ The Intesa Sanpaolo's commitment to innovatively redefining its business strategies, ensuring financial support for investments to facilitate the redesign of the industrial system, was confirmed as a strategic objective in the 2022-2025 Business Plan. ◦ The Bank made 8 billion euro of credit lines available to the circular economy: in 2023, 366 projects valued at 11.7 billion euro were assessed, 242 transactions worth 7.2 billion euro approved (of which 4.8 billion euro related to green criteria), and 5.6 billion euro disbursed (4.7 billion euro of which related to green criteria); the partnership with Cariplo Factory for the Circular Economy Lab was also renewed. Responsible management of resources (see page 253) According to the Code of Ethics, the Rules for the environmental and energy policy and the Green Banking Procurement rules, the Group's responsibilities include the close evaluation of the consequences of its activities on ecosystems and the reduction of its environmental footprint. For this reason, the responsible management of resources is a priority issue for the Intesa Sanpaolo Group in its attempts to mitigate its impact on the environment.	◦ 8 billion euro credit plafond for the circular economy related to 2022- 2025

SDGs 2023 actions Objectives Strategy for combating climate change (see page 246) ◦ Financed emissions: in February 2022 the intermediate reduction targets for 2030, aligned with Net-Zero, were published for the Oil&Gas, Power Generation, Automotive and coal mining sectors, covering over 60% of the financed emissions of the non-financial companies' portfolio in the sectors identified by the NZBA. ◦ In 2023 the target setting activities for new sectors continued, as did the processing of data and documentation to be presented by March 2024 for SBTi validation. ◦ In October 2022, Eurizon Capital SGR, Fideuram Asset Management SGR, Fideuram Asset Management Ireland and the Intesa Sanpaolo Vita Insurance Group published their first interim targets. In May 2023, Intesa Sanpaolo Vita Insurance Group presented its annual report on its progress at NZAOA. In September 2023, Eurizon Capital SGR, Fideuram Asset Management SGR and Fideuram Asset Management Ireland completed the first annual report on their Net Zero progress via the PRI platform. ◦ The Group has drafted the transition plan, respecting the requirements of the NZBA and following the indications of GFANZ (Glasgow Financial Alliance for Net Zero); the transition plan and the monitoring of the 2030 sectorial targets are available in the 2023 Climate Report. ◦ "Think Forestry", the project for reforestation and the preservation of natural capital, was launched to promote environmental sustainability and the transition towards a net zero economy. Emissions reduction plans (see page 249) Results achieved in 2023 regarding the Own Emissions Plan: ◦ against the 2030 target of a 53% reduction in total emissions linked to Scope1 + Scope2 Market-Based energy consumption (with 2019 baseline), a 28% reduction was recorded; ◦ renewable electricity purchases came to around 90% of total electricity purchases, with a goal of achieving 100% by the end of 2030. ◦ In addition, compared with 2022, total Scope1 + Scope2 Market-Based greenhouse gas emissions fell by 9%. Monitoring of ESG and reputational risks (see page 66) As part of the risk management framework, the governance of ESG risk factors is outlined in the various primary risk categories (credit risk, market risk, liquidity risk, operational risks and reputational risks) and develops in close integration with the oversight of reputational risks, enhancing the interconnections between these risk profiles. ESG risk, as the risk stemming from the potential negative impacts of a company or activity on the environment, people and communities, and also including risks related to corporate governance, may have impacts on profitability, on reputation and on credit quality and may entail legal consequences. Transition to a sustainable, green and circular economy (see page 226) In 2021-2023, ~44.9 billion euro of the 76 billion euro of new lending relating to the application areas of Mission 2(5) of the NRRP was disbursed. Loans and services for a sustainable, green and circular economy (see page 229) ◦ In 2023, ~3.7 billion euro of environmental sustainability loans were disbursed, equal to 6.2% of all credit issued. The main products included Green mortgages, which accounted for ~1.7 billion euro (over 4.3 billion euro in 2022-2023). ◦ With regard to the Circular Economy credit plafond, 366 projects valued at 11.7 billion euro were assessed and validated in 2023; in addition, 242 transactions worth 7.2 billion euro were approved (of which 4.8 billion euro related to green criteria) and 5.6 billion euro was disbursed (of which 4.7 billion euro related to green criteria). ◦ With regard to the range of S-Loan products dedicated to SMEs to finance projects aimed at improving their sustainability profile (6 product lines: S-Loan ESG, S-Loan Diversity, S-Loan Climate Change, S-Loan Agribusiness, S-Loan Tourism and S-Loan CER), ~1.7 billion euro was disbursed in 2023 (~5.2 billion euro since their launch in July 2020). ◦ Carbon neutrality of own emissions by 2030(6). ◦ Net Zero by 2050 with regard to both its own emissions and those relating to the loan and investment portfolios, asset management and the insurance business with participation in the Net-Zero Banking Alliance (NZBA), the Net-Zero Asset Managers Initiative (NZAMI), the Net-Zero Asset Owner Alliance (NZAOA) and the Net-Zero Insurance Alliance (NZIA). ◦ Planting and preservation of 100 million trees through the joint action of the Bank and corporate customers. ◦ New lending in relation to the areas of application of Mission 2(7) of the National Recovery and Resilience Plan: ~76 billion euro of loans over the 2021-2026 time horizon ◦ 12 billion euro of new Green loans to individuals in the 2022-2025 Business Plan. ◦ 8 billion euro credit plafond for the circular economy related to 2022- 2025 ◦ New Own Emissions Plan to reduce direct emissions - 100% of electricity purchased from renewable sources; - a reduction of at least 53% in Scope 1 and 2 Market-Based emissions compared with 2019. Remaining emissions at 2030 will be offset with specific projects.

Sustainability-conscious investments (see page 246)

For more details see SDG 8 - Decent work and economic growth.

⁽⁵⁾ Focused on supporting green economy, circular economy and ecological transition..

⁽⁶⁾ -53% vs 2019 through specific medium-long term actions aimed at reducing its consumption of natural gas, diesel oil and traditional electricity.

⁽⁷⁾ Focused on supporting green economy, circular economy and ecological transition.

Group identity and profile

SDGs	2023 actions	Objectives
	Combating corruption (see page 101) ◦ The Group Anti-Corruption Guidelines, approved by the Board of Directors and adopted in March 2017, define the Group's commitment to complying with regulatory provisions aimed at combating corruption in all its forms. ◦ On 29 September 2023, the Intesa Sanpaolo Board of Directors approved the update of the Group Anti-Corruption Guidelines with various provisions, such as the inclusion among the disbursements subject to the Guidelines of association activities, which in terms of risk can be equated to donations. There were continued checks on the consistency of the detailed internal regulations with the general principles set out in the Anti-Corruption Guidelines, in order to implement the necessary alignment, in addition to the analysis of the anti-corruption controls currently in place in the individual highest risk areas, in order to identify any strengthening measures. More specifically, the process regulations for the management of gifts and entertainment expenses, asset management and the sale of movable assets were updated. ◦ In 2023 the first of two scheduled audits for renewing the UNI ISO 37001:2016 Anti-bribery management systems certification was concluded, with an expansion of the scope which includes Intesa Sanpaolo - as well as its international branches - the banking entities, and the main financial and insurance companies. ◦ At Intesa Sanpaolo training on anti-corruption and anti-money laundering is mandatory and follows multi-year cycles, also according to local regulations. In 2023, 88,485 Group people (over 94% of the total) were provided with a total of 387,721 hours of training.	◦ Ongoing monitoring of the consistent application of internal regulations compared with the Anti-Corruption Guidelines and the Antibribery Management System.
	Commitment to domestic and international initiatives, partnerships and strategies for the United Nations Sustainable Development Goals (see page 32)

Intesa Sanpaolo participates in numerous initiatives/partnerships that support and contribute to the achievement of the SDGs and are linked to issues relevant to the Group's strategy and its stakeholders. For further information, see the paragraph "Commitment to domestic and international initiatives, partnerships and strategies for the United Nations Sustainable Development Goals" (see page 32).

Governance and risk management

Governance and risk management

Governance and risk management

Governance structure	45
The board of directors	45
Remuneration	47
The internal control and risk management system	49
Shareholder Base	50
Sustainability Governance	53
Training and promotion of esg culture	56
Implementation and governance of the code of ethics	58
Management of environmental, social and governance risks	61
Monitoring of ESG and reputational risks	66

Governance structure

Intesa Sanpaolo has adopted the "one-tier" management and control model, whereby management and control duties are performed, respectively, by the Board of Directors and the Management Control Committee set up within it, both appointed by the Shareholders' Meeting.

Detailed information on the corporate governance system and remuneration – including references to diversity in the Board of Directors – is provided in the "Report on Corporate Governance and Ownership Structures" and in the "Report on remuneration policy and compensation paid'' published on the Bank's website, to which reference should be made. In particular, the model of attributions and responsibilities of the Bodies on ESG risks and the diversity profiles of the composition of the same Bodies are specifically represented in the "Report on Corporate Governance and Ownership Structures".

THE BOARD OF DIRECTORS

The Board of Directors is tasked with corporate management and may therefore undertake all transactions considered necessary, useful or appropriate in achieving the corporate purpose, both of an ordinary and extraordinary nature. It performs strategic guidance and supervision functions for the Company and resolves on all the most important corporate deeds.

The Managing Director is the CEO and General Manager and supervises the company's management to the extent of his/her assigned powers, in compliance with the general planning and strategic guidelines set forth by the Board. The Chair of the Board of Directors oversees the work of the Board, organises and directs the activity and performs all the tasks envisaged by the supervisory legislation and the Articles of Association. He/ She has a non-executive role and does not carry out, not even de facto, management functions.

Within the Board there is a Management Control Committee, appointed by the shareholders' meeting, which is made up of five independent directors pursuant to the Articles of Association and exercises the control functions also as an internal control and audit committee (pursuant to Italian Legislative Decree no. 39/2010).

The Ordinary Shareholders' Meeting of 29 April 2022 set the number of members of the Board of Directors at 19, appointing directors for the three-year term of office on the basis of the lists submitted by shareholders.

All directors are non-executive, with the exception of the Managing Director and CEO; 14 directors are independent. Minority shareholders are adequately represented (5 members) and present in all Board Committees with the chairship of the Management Control Committee and the Committee for Transactions with Related Parties. The Directors meet the suitability requirements required by the applicable regulations and the provisions of the Articles of Association.

The Board of Directors has established four internal committees, whose members are appointed by the Board itself from among its members, with assessment, advisory and propositional tasks:

Nomination Committee;
Remuneration Committee;
Risks and Sustainability Committee;
Committee for Transactions with Related Parties.

All Board Committees are composed of five non-executive Directors, the majority of which are independent, with the exception of the Committee for Transactions with Related Parties, which is entirely composed of independent Directors. All the Committees are chaired by independent directors.

RESPONSIBILITIES AND DIVERSITY OF THE MANAGEMENT AND CONTROL BODIES

According to Intesa Sanpaolo's Articles of Association, the Board shall adopt the necessary measures to ensure that each Director, and the Board as a whole, have a continually adequate level of diversification, including in terms of experience, age, gender and international orientation, in addition to competence, fairness, reputation, independence of mind, and time commitment.

In the document on the qualitative and quantitative composition of the Board of Directors published on the Bank's website in March 2022, in view of the renewal of the Corporate Bodies which took place with ordinary Shareholders' Meeting of 29 April 2022, the shareholders were asked to ensure that the Board of Directors had the broadest gender diversity with adequate professional skills, as well as a diversity of age brackets amongst Directors, in addition to a comprehensive level of knowledge and experience.

With specific reference to the adequacy and diversity of the professional profiles required, in the document mentioned the set of very good or distinctive expertise, knowledge and skills – with a very wide, mediumwide or limited distribution – considered appropriate to achieve the optimal overall qualitative composition of the Board of Directors was outlined in a "Skills Directory" for the 2022-2024 term of office. The skills and expertise were subsequently strengthened and supplemented on the basis of training programs as well as of the intensive induction plan for both the new directors (onboarding) and the entire Board.

For further information on the skills declared by the individual directors at a distinctive level, reference is made to the Report on Corporate Governance and Ownership Structures (page 13).

The less-represented gender must be reserved a share of at least two fifths of the total members (8 members out of 19), as established by currently applicable laws on the matter of equal access to the management and control bodies of listed companies. Furthermore, in the current structure of the Board, the female gender is represented within all the Board Committees, makes up 80% of the members of the Committee for Transactions with Related Parties and has the chairship of the Risk and Sustainability Committee and the Nomination Committee.

The Board of Directors assessed its composition as adequate, including in terms of diversity, and suitable for a properly balanced composition of the Board Committees.

Senior officers of the subsidiaries are appointed by the Board of Directors, which operates according to uniform policies and principles at Group level and in compliance with the regulations and best practices applicable to each subsidiary, with specific importance given to the level of diversity, including in terms of age, gender, seniority of service, geographical origin and international orientation. In establishing the composition of the Bodies, the most adequate and effective mix of personal and professional profiles is sought for each subsidiary in terms of its nature, the structure of its activities and the risks taken. To this end, any indications made by the Management Body of each subsidiary during the annual self-assessment process are taken into account.

TRAINING AND UPDATING OF THE DIRECTORS

With the support of the Nomination Committee, the Board of Directors shall ensure the implementation of induction and training programmes for its members. In this context, following the Chair's indications, Board Members' participation in initiatives is promoted to enhance the degree of knowledge of the operating sectors of the Bank and of the Group companies, company dynamics and their development, the principles of sound risk management and the regulatory and self-regulatory environment of reference, and in formal and informal meetings, aimed at further review of strategic matters.

In 2023, 10 induction sessions were held for Directors. The training sessions covered the following topics,

amongst others: artificial intelligence, updates on the main Group ESG projects, strategic succession management, changes introduced by the European Commission's AML package, regulations and safeguards on financial sanctions. More specifically, all 19 Directors participated in the induction session relating to the changes introduced by the European Commissions' AML Package.

To promote better understanding of the applicable corporate and regulatory framework and its development, a collection of governance documents, regulatory references, key correspondence with the Supervisory Authorities, accounting positions and any additional documentation conducive to the performance of their duties is available to Board Members – and regularly updated – through a dedicated electronic platform.

The Board of Directors receives periodic reports from the corporate control functions on their activities, which illustrate the checks carried out, the results achieved, the weaknesses found and the proposals for action to be taken to eliminate them within the various company areas. These reports shall also cover anti-corruption issues.

Several Directors also hold positions on the Boards of Directors of leading Italian universities as well as on the Boards of foundations and third sector bodies active in the fields of art and culture, health, support for poverty and the circular economy and support for nutrition policies. Furthermore, a Director, as Chair of the Risk and Sustainability Committee, holds the same position as Chair of the Risk and Sustainability Committee in two other listed companies.

REMUNERATION

Full information, both in qualitative and quantitative terms, is provided in the Report on remuneration policy and compensation paid (hereinafter also the Policies), available on the website [i].

The main bodies responsible for supervising the Policies are:

the Board of Directors (19 members, 14 of whom are independent, 1 executive and 5 elected by the minority) which draws up, submits to the Shareholders' Meeting and reviews the Policies at least on an annual basis;
the Remuneration Committee (5 members, 3 of whom are independent), which proposes, advises and enquires on compensation and on remuneration and incentive systems and supports the Board of Directors in all activities related to remuneration.

The Board of Directors, having acquired the report prepared by the Remuneration Committee, resolves on the Policies in order to present them to the Shareholders' Meeting which has the ultimate responsibility for their approval. The 2023 Policies were defined taking into account the results of the Shareholders' Meeting vote which took place on 29 April 2022 and obtained a high level of appreciation with the votes in favour being equal to 88.1% of the capital represented at the Shareholders' Meeting.

During 2023, the Remuneration Committee relied on a leading external consulting firm in the context of specific topics concerning the Top Management.

The Bank's Articles of Association envisage that the members of the Board of Directors be entitled, in addition to the reimbursement of expenses incurred due to their office, to a remuneration for the services rendered, determined by the Shareholders' Meeting in a fixed amount for the entire period of their office. The Shareholders' Meeting also determines the additional remuneration for the office of Chair and Deputy Chair. Pursuant to the Articles of Association, the Shareholders' Meeting has the duty to determine, at the time of the appointment of the Management Control Committee and for the entire term of office, specific remuneration for the Board Members of this Committee, consisting of an equal amount for each Member, but with a special addition for the Chair.

Pursuant to the Articles of Association, the Managing Director is entitled to receive a fixed and variable remuneration tied to the position of General Manager, determined by the Board of Directors in line with the Policies approved by the Shareholders' Meeting.

As required by the Supervisory Provisions, the Shareholders' Meeting resolved for several years now to increase the incidence of variable remuneration to fixed remuneration up to a maximum of 2:1 for Group Risk Takers, including the Managing Director and General Manager.

The variable component of remuneration, bound to the achievement of specific performance objectives linked to the creation of value for shareholders and adjusted for the risks assumed, is composed of the Annual Incentive System linked to the Managers' Performance Accountability assessment system and the 2022-2025 Long-Term Incentive Performance Share Plan (PSP). In accordance with the Supervisory Provisions and the

Policies, such variable components are subject to deferral and partly assigned in shares subject to holding periods after the vesting period.

Under the Annual Incentive System, if the bonus accrued by the CEO is equal to or less than 100% of the fixed remuneration, 55% is paid in shares and the remainder in cash. On the other hand, if the bonus accrued is more than 100% of the fixed remuneration, 60% is paid in shares and 40% in cash. Furthermore, the disbursement of 60% of the bonus is deferred for 5 years. The payment of the deferred portions is subject to the verification of the malus conditions each year. Finally, the company reserves the right to activate claw-back mechanisms on bonuses already paid in the 5 years following their payment in the event of disciplinary measures against fraudulent or grossly negligent conduct, in the event of non-fulfilment of the obligations required pursuant to Articles 26 and 53, paragraphs 4 et seq., of the Consolidated Law on Banking or of the obligations on remuneration and incentive, as well as in the event of conduct that does not comply with the provisions of the law, regulations, articles of association or any codes of ethics or conduct resulting in a "significant loss" for the Bank or for customers.

In the Incentive System, the ESG dimension continues to play a key role through the provision of a specific and structured KPI. This KPI - available since 2021 and which represents an evolution compared to the previous "Diversity & Inclusion" transversal KPI - was assigned in the 2023 scorecards to the CEO and approximately 3,000 Group managers (in Italy and abroad), in line with the Bank's ever-increasing commitment to social, cultural and environmental sustainability and with the aim of creating long-term value for its people, its customers, the community and the environment.

Furthermore, the KPI is in line with the increasing attention on those issues by Regulators, Proxy Advisors, Shareholders and Stakeholders of the Group.

The ESG KPI is assessed on the basis of specific drivers.

In particular, for the CEO (weight 15%):

Inclusion of Intesa Sanpaolo in the sustainability indices of specialised companies (number of times);
Promotion of an inclusive work environment through the identification and implementation of targeted management actions, with a particular focus on meeting the commitments in terms of gender equity assigned to each Division/Governance Area: i) in annual hires; and ii) in the pool of candidates for first appointment to managerial roles;
Group initiatives in the ESG sphere:
- support for the green economy and circular economy: i) development of ESG-related commitments; ii) number of sectors assigned an emissions reduction target; iii) reduced exposures to sectors with ESG risk; iv) implementation of the Climate Credit Framework integration model within the granting process;
- growth in Sustainable Investments through the impact of ESG investments on total assets managed;
- Giovani e Lavoro" programme.

For the remaining population, the ESG KPI assessment (weight 10/15%) takes place:

both at Group level, to recognise the Bank's overall commitment in terms of Intesa Sanpaolo's inclusion in sustainability indices of specialised companies;
and at Governance Area/Division level, in order to enhance the areas of action of the individual structures.

In particular, the assessment takes into account specific projects/actions in the ESG area, as well as the promotion of an inclusive working environment through the identification and implementation of targeted management actions, with a special focus on fulfilment of the commitments in terms of gender balance.

The ESG component was also included in the two new long-term Incentive Plans launched in conjunction with the new 2022-2025 Business Plan.

More specifically, the PSP reserved for the Group Management - around 3,100 recipients (including the Managing Director and CEO, the remaining Group Top Risk Takers and the other Group Risk Takers) - and based on shares paid on a fixed basis upon the achievement of specific performance objectives, entails a composite KPI which, in a pursuit of sustainability, acts as a possible de-multiplier, reducing the number of such shares by 10/20%, depending on the degree of achievement. The KPI consists of a sub-KPI for each of the 3 factors comprising ESG identified in the Business Plan, namely:

• Environmental: new loans for the green/circular economy and the ecological transition with a special focus on

supporting the Corporate/SME transition (weight 40%);

Social: number of people who successfully completed the re-skilling and up-skilling programmes with reallocation in new job roles in the case of the former (weight 40%);
Governance: percentage of women in new appointments to senior positions, i.e. -1 and -2 organisational levels below the CEO (weight 20%).

On the other hand, the LECOIP 3.0 Plan was launched for all Professionals in Italy (45,629 people joined the Plan - around 63% of those entitled) based on Certificates with Intesa Sanpaolo shares as underlying, which pays a minimum return (4%) of the capital initially allocated upon the achievement by the Group of the same ESG composite KPI contemplated in the PSP Plan. If the indicator is not achieved, the amount that would have been paid to the employees will be invested by the Bank in ESG projects that contribute to the achievement of the ESG objectives in question.

THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

To ensure sound and prudent management, which combines business profitability with informed risk taking and operating conduct underpinned by fairness, the Bank has adopted the Integrated Internal Control System Regulation.

The internal control system has been designed so as to constantly identify, manage and monitor businessrelated risks:

consisting of line controls, which are aimed at ensuring the proper conduct of the operations which, where possible, are incorporated into IT procedures. These controls may be carried out directly by the Operating and Business Structures (so-called "Level I functions"), including through units dedicated solely to control duties, or implemented in the back office.

consisting of risk and compliance controls for the purpose of ensuring, inter alia, the correct implementation of the risk management process; observance of operating limits assigned to the various functions; compliance of company operations with the rules, including self-governance rules. These controls fall within the remit of the Chief Compliance Officer Governance Area, to which the Anti Financial Crime Head Office Department also reports, and within the remit of the Chief Risk Officer Governance Area, to which the Internal Validation & Controls Coordination Area reports; these structures (so-called "Level II control functions") are separate from the operating structures and separate from internal audit.

level ^u consisting of internal audit controls – assigned to the Chief Audit Officer – aimed at identifying violations of procedures and regulations, as well as periodically assessing the completeness, adequacy, functionality (in terms of efficiency and effectiveness) and reliability of the internal control system and information system at Group level.

SHAREHOLDER BASE

The share capital of Intesa Sanpaolo is equal to 10,368,870,930.08 euro, divided into no. 18,282,798,989 ordinary shares. On 15 December 2023, Intesa Sanpaolo's shareholder base was composed as follows (holders of shares with voting rights exceeding 3%(1)):

The following chart shows the estimate of the ownership structure by geographical area and type of shareholders, on the basis of the names of the recipients of the distribution to shareholders of dividends, provided by the intermediaries (coupon presentation date 22 May 2023).

OWNERSHIP STRUCTURE BY GEOGRAPHICAL AREA

OWNERSHIP STRUCTURE BY TYPE OF SHAREHOLDERS

(1) Shareholders that are fund management companies may be exempted from disclosure up to the 5% threshold. BlackRock Inc. disclosed with Form 120 A on 9 December 2020 an interest equal to 5.005% of the share capital of Intesa Sanpaolo as well as with Form 120 B dated 4 December 2020 an aggregate interest equal to 5.066% and has not communicated updates following the subsequent changes in the number of shares into which the share capital of Intesa Sanpaolo is divided. Italian regulations (Article 120 of the Consolidated Law on Finance) provide for the obligation to notify the investee company and Consob of the threshold of 3% of the share capital with voting rights held in a listed company being exceeded, as well as (Article 19 of the Consolidation Law on Banking) the prior authorisation of the Bank of Italy to acquire a significant shareholding in a bank or that entails the possibility of exercising significant influence over the bank itself or the acquisition of a shareholding that attributes a share of the voting rights or of the capital at least equal to 10%.

Governance and risk management

RELATIONS WITH SHAREHOLDERS AND THE FINANCIAL COMMUNITY

In its relations with the market, Intesa Sanpaolo adopts a specifically transparent form of conduct, especially with regard to annual and interim financial results and to Group strategies. This also takes place via meetings with the national and international financial community, in a framework of constant dialogue with the market based on fair and timely communication.

During 2023, communications with the financial community continued to focus on the key messages of the 2022-2025 Business Plan, including the status as a Zero-NPL Bank, the strengthening of ESG leadership, solid capitalisation and increasingly sustainable value creation. To guarantee access to all, again in 2023 this information was made available quickly, easily and economically through a number of channels like Internet and conference calls via a freephone number. The Investor Relations section of the website [i] has a wellorganised content and thematic updates providing Stakeholders with extensive, systematic information.

In order to contribute to the creation of sustainable value over time, regular and frequent meetings were held with the financial community that consolidated long-term relations based on mutual trust. Special attention was also paid to ESG investors, with dedicated events. During 2023, ESG & Sustainability promoted specific initiatives, including responding to 22 assessments from specialised companies and investors, in addition to numerous responses to engagement requests and questionnaires on ESG and climate change issues, and holding 40 meetings with 67 parties including investors and analysts focusing on sustainability, in collaboration with Investor Relations and Investor Coverage.

At the end of 2021, Intesa Sanpaolo adopted a Policy for the management of dialogue with investors, consistent with the Corporate Governance Code and supervisory provisions on corporate governance. The initiative is also in line with the guiding principles of EU law aimed at encouraging the long-term engagement of the shareholders in companies listed on regulated markets (SHR-II Directive) and, in particular, of institutional investors and asset managers. The main objective of the Policy is to define the principles that specifically govern the dialogue of the Bank's Board of Directors with investors (meaning investors, including potential investors, other than individuals and, in the case of individuals, only the holders of Intesa Sanpaolo shares) and proxy advisors.

More specifically, the Policy illustrates:

how investors and proxy advisors may submit an engagement request to the Company or how the Company may make proposals to one or more investors or proxy advisors to participate in a dialogue;
the methods and criteria used by the Company to assess its willingness to engage in direct dialogue between the members of the Board of Directors and investors and proxy advisors;
the process of internal management of the requests submitted, including how they are reported to the Board of Directors and how responses are prepared and delivered to the parties involved.

The Policy also sets out the responsibilities of the Corporate Bodies and internal Structures supporting dialogue management. As part of the Policy, in 2023, at the request of institutional investors, the Company entered in a dialogue involving the Chair of the Board of Directors on sustainability matters. The Board – which is regularly updated on the requests received and on their outcomes, as required by the Policy – was informed of the key points of the dialogue carried out. Taking into account all the information provided, during the annual assessment conducted in September 2023, the Board found the Policy to be effective and adequate.

INTESA SANPAOLO STOCK PERFORMANCE

The performance of the Intesa Sanpaolo ordinary shares mirrored that of the banking sector indices, showing an upward trend until the first ten days of March, a sharp decline in the second ten days of March, a fluctuating trend from the third ten days of March to the end of May, a recovery in the following two-month period, a subsequent fluctuating trend until the end of October and a further recovery in the last two-month period, reaching its peak at the beginning of December and closing the year up 27.2% on the end of 2022.

Intesa Sanpaolo's capitalisation rose to 48.3 billion euro at the end of 2023, from 39.5 billion euro at the end of 2022.

SHAREHOLDERS' MEETING

The Shareholders' Meeting represents the culmination of a process of information, dialogue and discussion with the Intesa Sanpaolo's shareholders, which allows them to consciously express their vote, in the manner and on the topics reserved for them by law and by the Articles of Association.

Intesa Sanpaolo has always strived to encourage the broadest possible Shareholder representation in the Shareholders' Meetings and to guarantee the best quality standards for the information provided in order to realise the full potential of the meeting.

The Shareholders' Meeting is called by the Board of Directors whenever it is deemed appropriate, or upon request by Shareholders representing at least one twentieth of the share capital.

The Shareholders' Meeting may also be called by the Management Control Committee, where required for the fulfilment of its duties, subject to sending notice thereof to the Chair of the Board of Directors.

In 2023, the ordinary and extraordinary Shareholders' Meeting was held on 28 April.

RIGHT TO ATTEND AND VOTE

Each share gives the right to attend and vote at Ordinary and Extraordinary Shareholders' Meetings (each share carries one voting right).

Sustainability Governance

The strategic guidelines and policies on sustainability/ESG (Environmental, Social, Governance) are approved by the Board of Directors with the support of the Risks and Sustainability Committee, taking into account the objectives of solid and sustainable creation and distribution of value for all Stakeholders. The main ESG responsibilities of the Intesa Sanpaolo Bodies and Structures are specified below.

Board of Directors	The Board of Directors, with the support of the Risks and Sustainability Committee, approves the updates to the Code of Ethics, as well as the strategic guidelines and policies on sustainability (ESG), including the social and cultural responsibility model and the fight against climate change – taking into account the objectives of solid and sustainable value creation and distribution to all stakeholders; again with the support of the Risks and Sustainability Committee, it approves the CNFS and any other key reporting in this area, monitoring the Group's sustainability performance, including in the fight against climate change, and ensuring that the CNFS is drawn up and published in compliance with the regulations currently in force.
Risks and Sustaina bility Committee	The Risks and Sustainability Committee supports the Board of Directors: in the assessment and investigation of the sustainability issues (ESG) associated with the performance of the Bank's activities and in the approval of the strategic guidelines and policies on sustainability, including the social and cultural responsibility model and the fight against climate change, contributing to ensuring more efficient risk monitoring and taking into account the objectives of solid and sustainable creation and distribution of value for all stakeholders; in approving the list of ESG-sensitive sectors for the purposes of the Group's loan activity; in approving the updates to the Code of Ethics and reviewing the Annual Report on the Code of Ethics; in approving the CNFS, analysing, in particular, the potentially most relevant sustainability issues, as well as any other report of particular importance in this area submitted to the Board of Directors; in verifying the Group's positioning with respect to national and international best practices in sustainability, with particular reference to Intesa Sanpaolo's participation in the main sustainability indices.
Management Con trol Committee	With the support of the functions responsible for sustainability (ESG) and internal auditing, the Management Control Committee monitors compliance with the principles and values contained in the Code of Ethics. With regard to the CNFS, it monitors compliance with the provisions set out in Italian Legislative Decree no. 254/2016 and reports on this in its annual report to the Shareholders' Meeting.
Managing Director and CEO	The Managing Director and CEO governs the sustainability performances and has the power to submit proposals to the Board for the adoption of resolutions within its remit.
Steering Committee	The Steering Committee is a Group management body with a decision-making, information and advisory role composed of the Managing Director and CEO, who chairs it, and the top management, including the Heads of the Governance Areas and Divisions. The Committee, Business Plan and Sustainability (ESG) Session, collaborates in the identification of sustainability issues (ESG) that are potentially relevant for the definition and updating of the material issues. Taking into account the objectives of solid and sustainable creation and distribution of value for all Stakeholders, it collaborates in the definition of strategic guidelines and sustainability policies (ESG), including the model of social and cultural responsibility and the fight against climate change, which the Managing Director and CEO submits to the relevant Board Committees and the Board of Directors; it reviews, prior to submission to the Board of Directors, the Consolidated Non-financial Statement, the Climate Report(*) and any other relevant reports on sustainability issues. In order to examine sustainability (ESG) issues and initiatives in the context of international markets, the Committee meets at least on a quarterly basis as part of the Business Plan and Sustainability (ESG) Session. It is also tasked with guiding the consistency of technological development, with specific reference to artificial intelligence/machine learning, with the Group's ethical principles.
ESG Control Room	The ESG Control Room is overseen by the CFO Area and by the Strategic Initiatives and Social Impact Department and relies on the Sustainability Managers, identified in each Governance Area and Division, who guarantee an overall and integrated supervision of ESG initiatives for the relevant scope and contribute to the Group's strategic proposition on these issues. It was introduced as part of the ISP4ESG Programme and has been operational since October 2020. The ESG Control Room supports the Steering Committee – Business Plan and Sustainability (ESG) Session – in the strategic proposition relating to ESG issues; it performs operating coordination duties for the implementation of the most relevant ESG initiatives and assesses the opportunity and solidity of any new initiatives in this area.

ESG & Sustainability

ESG & Sustainability, within the Financial Market Coverage Department of the Chief Financial
Officer Governance Area, oversees the process related to the definition, approval and updating
of the ESG and sustainability guidelines, in line with the corporate strategies and objectives and
contributes, in coordination with the ESG Control Room, to supporting the Steering Committee
in the preparation of proposals for strategic guidelines and sustainability policies (ESG); it
oversees the promotion and implementation of ESG and sustainability aspects in the Group's
strategies and operations, including Climate Change issues, including in collaboration with the
other structures; it updates the Code of Ethics and monitors its application with the support of
the Chief Audit Officer functions; it is in charge of ESG and sustainability reporting (i.e. CNFS,
Climate Report(*), PRB Report); it oversees relations with the financial community in relation

Climate Report(*), PRB Report); it oversees relations with the financial community in relation to ESG and sustainability issues; it oversees the stakeholder engagement process in relation to ESG and sustainability issues; it takes care of communication and disclosure activities, in coordination with the ESG Control Room, and is responsible for defining the Group's training requirements on ESG and sustainability issues, including in collaboration with the other competent corporate functions.

(*) Previously the TCFD Report.

Governance and risk management

The sustainability/ESG governance system is based on the involvement, not only of the Board of Directors, but also of the Committees that support the assessment and in-depth analysis processes related to ESG issues. In 2023, 23 meetings of the Board of Directors were held, 14 of which dealt with, inter alia, ESG topics including: 2022 Consolidated Non-Financial Statement pursuant to Legislative Decree No. 254/2016; TCFD Report 2022, Principles for Responsible Banking Report 2022; Report on the Code of Ethics and the principles of social and environmental responsibility; update of the Group Guidelines for the governance of environmental, social and governance (ESG) risks and the Group Guidelines for the Governance of the Most Significant Transactions; Modern Slavery Statement 2022; update of the Code of Ethics; Gender neutrality of the Group's Remuneration Policies - Gender pay gap analysis; Renaming and updating of the Diversity, Equity and Inclusion Principles; Gender equality and application of the principles. In addition, an Induction session was held in July concerning the update on the activities of the ESG Control Room and on the Group's main ESG development projects.

In 2023, 46 meetings of the Risks and Sustainability Committee were held, 13 of which dealt with ESG issues, including, in addition to most of the topics indicated above: the examination of the Action Plan drawn up in response to the ECB's expectations on the outcome of the assessment on climate and environmental risks and the Annual Report of the Environmental Officer. The Committee also monitored the evolution of the ESG & Climate Credit Framework and of the Climate Risk Stress Test Framework. The Committee also examined the opinions issued by Risk Management on the Most Significant Transactions with a relevant profile in terms of reputational risks and ESG-Climate Change, if falling within the remit of the Board of Directors.

In addition, 31 meetings of the Steering Committee were held in 2023 (each divided into one or more sessions). More specifically, the "Business Plan and Sustainability (ESG)" sessions, also dedicated to ESG issues, were held on 15 occasions, during which, for example, updates on the main ongoing ESG activities, as well as a number of the afore-mentioned issues, were addressed.

The ESG Control Room also met 11 times in the year, including two sessions dedicated to the issue of Sustainability-conscious Investments and one to ESG Sectorial Color Coding (for further information, see page 78 and the 2023 Climate Report [i]).

The Sustainability Governance is also strengthened by the role of the Sustainability Managers retained by the ESG Control Room, identified in each Area and Division, who are tasked with coordinating the numerous ESG initiatives undertaken by the Divisions and Governance Areas and assessing new opportunities and crosscutting projects in the ESG sphere accordingly. Within the scope of the International Subsidiary Banks Division, the ESG governance model is consistent with the diversity and specificities of the reference territories and in line with the Parent Company's approach. The monitoring of ESG issues was further strengthened during 2023: following the creation, at Head Office level, of a dedicated structure in support of the Sustainability Manager reporting directly to the Head of Division and the appointment, at the individual Bank level, of an ESG manager, usually identified in the deputy CEO and assisted by an ESG team reporting to him/her. During the year all the Banks of the Division completed the implementation of an ESG Committee. The duties and composition of the Committee members are shared across all the Banks and reflect the same characteristics of the Committee set up at the Division level (International Subsidiary Banks Division's Sustainability Committee): the body, chaired by the ESG manager, has advisory and decision-making duties and the objective of coordinating and guiding ESG issues, to ensure the correct implementation of the Parent Company's strategies and guidelines.

The handling of the main ESG issues is aided by the ISP4ESG Programme, a wide-ranging high-impact initiative launched in 2019 with the objective of integrating ESG into the Bank's business model and strategy, also through the management of the activities related to the functioning of the ESG Control Room.

Governance and risk management

In 2023, several strategic and significant projects were managed for the Group on sustainability issues, including:

the activities of the Target Setting project, which aims to set targets (for more details, see the 2023 Climate Report [i]). At present, interim targets aligned with Net-Zero have been set for 2030 in the Oil&Gas, Power Generation, Automotive, Iron&Steel and Commercial Real Estate sectors, as well as the exit from the coal mining sector by 2025. The documentation to be submitted to SBTi for validation was also prepared;
supervision of activities relating to participation in: Net-Zero Asset Managers Initiative (NZAMI), Net-Zero Asset Owner Alliance (NZAOA) and Net-Zero Insurance Alliance (NZIA) (for further information, see the 2023 Climate Report [i]);
the continuation of the EU Taxonomy Green Enhancement project, which introduced rules and processes to classify lending transactions in line with the regulatory requirements laid down by the EU Taxonomy and to dynamically direct the loan portfolio to improve the Green Asset Ratio;
the implementation of the ESG-Climate Credit Framework project for the application of ESG factors in the assessment of the Group's credit portfolio.

Among the significant initiatives put in place by the Group on sustainability issues, the ESG Reporting project should also be highlighted.

The constant evolution of European regulations on ESG reporting and sustainability(2), together with the requirements arising from adherence to the various voluntary reporting standards(3), led Intesa Sanpaolo to define a multi-year project focused on Group ESG Reporting, which in 2024 will see the completion of the last phase and the achievement of the project objectives.

The project, conceived in 2021, with the goal of creating an integrated and transversal approach to Group ESG Reporting capable of addressing the new regulatory requirements and emerging best practices, involved, besides the Parent Company structures, the Asset Management, Insurance and Private Banking Divisions and the International Subsidiary Banks.

In 2023, the third project phase, organised into projects, focused on: definition of the target solutions for the preparation of the Templates required by Article 8 of the EU Taxonomy Delegated Act and of the quantitative Templates and qualitative Tables required by Pillar 3 in the ESG area (the project's activities on Pillar 3 in the ESG area were developed in synergy with the project's activities in the EU Taxonomy area); industrialisation of the related indicators including the GAR (according to a taxonomy alignment approach); definition of the solutions as part of the monitoring process dedicated to ESG KPIs to oversee the achievement of the Plan targets, of the Management GAR and of the Sector Reporting; preparation/updating of the internal regulations (e.g. for the preparation of the Pillar 3 disclosure, the PRB and the TCFD Report(4), etc.).

The fourth and final phase, launched in the first months of 2024, will include among its main objectives the monitoring and finalisation of the projects developed in 2023 and the completion of the target developments for 2024 reporting purposes.

Ahead of the 2024 reporting in accordance with the CSRD, a high-level gap analysis was carried out within the ESG Reporting project that took into account all the ESRS in order to perform an initial assessment of the degree of alignment of the Group's current sustainability disclosure (in particular the CNFS) with those standards. The results of the analysis were presented within an internal workshop dedicated to the CSRD directive and ESRS standards that involved numerous Group structures and companies.

Following the high-level gap analysis, in consideration of the complexity and impact on the current reporting process, at the end of 2023 several activities (including the identification of the structures owning the content required by ESRS standards and the onboarding thereof, in addition to the definition of the overall project governance, set out in several projects) were carried out in preparation for the new project dedicated to the CSRD, launched in 2024.

⁽²⁾ Including the Corporate Sustainability Reporting Directive (CSRD) and the related European Sustainability Reporting Standards (ESRS) of the European Financial Reporting Advisory Group (EFRAG), EBA Guidelines on ESG Reporting, EU Taxonomy (and related disclosure requirements), Sustainable Finance Disclosure Regulation (SFDR), and ECB Guidance on Environmental and Climate Risk Management.

⁽³⁾ Task Force on Climate-related Financial Disclosures (TCFD), Sustainability Accounting Standards Board (SASB), (Principles for Responsible Banking) PRB and World Economic Forum (WEF).

⁽⁴⁾ Since 2023, it has been renamed Climate Report.

TRAINING AND PROMOTION OF ESG CULTURE

Training and communication are two fundamental levers for involving all Group's people in fulfilling "a firm ESG commitment, with a top global positioning in terms of social impact and a strong focus on the climate", which is one of the four pillars of the 2022-2025 Business Plan.

THE TRAINING ACTIVITIES

The training activities are intended to support the dissemination of the sustainability culture, not only by conveying ESG notions and knowledge, but also by ensuring that for the Group's People these are transformed into the skills needed to act as "agents of change", contributing to the implementation of corporate strategies geared towards generating economic, social and environmental value together.

Indeed, Intesa Sanpaolo's goal is to have all Group's employees trained in ESG by 2025, through a training provision structured on two levels:

a basic level, cutting across the various topics and provided to all employees, above all through online remote training modules;
an in-depth specialist level, on individual topics, managed by the Divisions and Governance Areas concerned, including live training.

Overall, in 2023, ESG training accounted for approximately 19% of total training; around 86,800 Group people (around 93% of the total) have benefited from more than 1 million hours of ESG training.

The topics covered cut across ESG areas, with particular reference to environmental and social issues such as EU Taxonomy and the UN 2030 Agenda, sustainable finance, Net-Zero and the circular economy, diversity and inclusion, remote working and welfare. The cycle of meetings dedicated to Diversity & Inclusion (D&I) issues, which started in 2022 and has now become a consolidated format, also continued. During the year, some webinars were held dedicated to topics such as "Disability and Work", "Body Positivity" and "Inclusive Parenting".

Dedicated ESG initiatives, held either in person or remotely, involved the members of the Boards of Directors of Italian and international companies (as part of the "Board Member Induction Program"), the Executive Directors (through the "Compliance Talks"), new hires, interns and talent (in onboarding meetings).

The Banca dei Territori Division continued to improve its sustainability profile with a team of over 220 people from the Regional Governance Centres and the Impact, Agribusiness and Digital Branch Departments specialising in ESG dimensions such as governance, customers, employees, community and the environment. The team supports the Division on the development of tangible and ever more inclusive initiatives for the creation of a positive impact towards customers and the community, in line with the commitments set out in the Business Plan. The Division developed a specific training course for around 400 Corporate Relationship Managers on the sustainable transition of businesses with a view to delving deeper into the characteristics and methods of the provision of products and services dedicated to sustainability. This training plan, delivered with both live and digital sessions, focused on the context of the sustainable transition, on the ESG principles and their impact on the market, on the objectives, benefits and tools of the energy transition (both on the banking side and business side), as well as on the Bank's offering in favour of companies. Finally, to disseminate knowledge on ESG banking products and services of specific interest, including those dedicated to the Third Sector, some dedicated Learning Objects were published on the Apprendo platform.

The IMI Corporate & Investment Banking Division organised updating and awareness-raising initiatives were organised on the Bank's ESG positioning in favour of the international "SHAPE" community, dedicated to young people under 36. Particular attention was also paid to ESG issues in the curriculum of the new Higher Education Course "IMI CIB Next Generation Education Program", promoted by the Division in collaboration with Digit'Ed and SDA Bocconi.

To disseminate knowledge and awareness of ESG issues continued in 2023 through the Insurance Group conducted a series of webinars open to all company employees, such as "Fight against food waste", "Sustainable tourism" and "Sustainable clothing", held in collaboration with external speakers who are experts in the issues covered. A specific meeting entitled "Our commitment to the environment, society, people" was also held to share the major progress made by the Insurance Division in 2023 on sustainability-related issues.

The Asset Management Division launched a new "Eurizon Higher Education" course aimed at a selection of under 35s from the Italian companies of the Division, with two new ESG training modules: "Ethics and conduct" and "The ESG dimension" on the impact of ESG on finance, economy and society, and on the Division's sustainability policy. Furthermore, with a view to expanding skills in ESG issues and with the support of international certification bodies, specialist training sessions were held in preparation for the attainment of the ESG "Climate and Investing Certification" and the "PRI Applied Responsible Investment Certification". In order to enable employees from Eurizon's Marketing and Development Department to gain a better understanding of how ESG issues affect and have an impact on the choices of the asset management company's customers, during the year, the "ESG Breakfast" format, an insight into sustainability-related issues, continued as part of the initiatives of Eurizon's ESG & Strategic Activism structure.

In continuity with the previous years, the International Subsidiary Banks Division developed ESG transversal training for the members of the Boards, for the employees of the Division's head office functions and for the different corporate functions in the subsidiary companies. More specifically, two training initiatives focused on Social Lending and ESG risk in the credit area, with the involvement of people from both the Division and the Subsidiaries.

As part of "People First", a programme designed in the Human Resources area, which brings people to the forefront and guides them towards change, specific aggregation and awareness initiatives were carried out on ESG issues. In particular, 2 webinars were delivered on ecological and social volunteering initiatives (aimed at employees at Division Head Office level).

The Private Banking Division developed a number of educational and training activities, including with a view to supporting the expansion of the ESG product offering. These included two meetings for the Division's Directors on credit and sustainability-conscious investments; an ESG training course (in collaboration with some prestigious universities) dedicated to Private Bankers of the Fideuram, Sanpaolo Invest and IW Private Investments Networks, with the opportunity to access a final certification exam (ESG Advisor EFPA) of the skills acquired; the provision of specific training in the ESG area for private bankers and non-employee financial advisors of the ISPB network. A specific ESG training process was initiated by ISP Wealth Management, aimed primarily at people in contact with customers and the functions involved in the process of offering and monitoring the Division's products. Finally, two classroom sessions, promoted by Reyl & Cie with the support of the Center for Sustainable Finance & Private Wealth of the University of Zurich, were delivered to Relationship Managers, Bankers and other internal functions (in particular the control functions in Lugano, Geneva, Zurich and Dubai) on the issues of "Sustainable and Impact Investing for Financial Institutions".

COMMUNICATION

Internal sustainability communication included the publication of news on the company intranet, articles in the company magazine Mosaico and videos for Intesa Sanpaolo's WebTv. Particularly worthy of note were the communications on sustainability reporting (CNFS, TCFD Report(5), PRB Report) and on the updates of the Code of Ethics, in support of which an e-mail was also sent to all Group's employees to promote dissemination, knowledge and training thereof. Further communications concerned: the results relating to the inclusion of Intesa Sanpaolo in rankings and sustainability indices, awareness-raising on specific ESG initiatives (for example: interactive and video version of the CNFS, ESG training, the "Think Forestry" project, World Environment Day, International Children's Day). More specific communications also involved the Divisions through their intranet areas (for example: Atlante portal for IMI Corporate & Investment Banking and One Desk for ISBD).

On the other hand, the Sustainability section of the institutional website and the social media channels contain external communications on sustainability. Another interactive summary version of the CNFS was published this year, which was completely redesigned in the new section "A year of sustainability" that facilitates navigation by material issue. The most important indicators of a non-financial nature were collected on a single page of the sustainability section of the website and can be downloaded in excel format. Also thanks to these initiatives enabled, the Group was able to position itself in 2023 as the first bank in Italy and among the top 10 Italian companies in the new Lundquist "Sustainability" ranking in terms of effectiveness of sustainability reporting on digital channels and to confirm its standing as the first bank in Europe in the Lundquist-Comprend "Webranking Europe 500" ranking in terms of transparency and effectiveness of online communications, including on sustainability.

IMPLEMENTATION AND GOVERNANCE OF THE CODE OF ETHICS

The Code of Ethics is a voluntary self-regulation tool adopted by all Group companies and forms an integral part of the Sustainability management model. It contains the mission, company values and principles that govern relations with Stakeholders, referring, for some particularly important areas (e.g. human rights, employment protection, environmental protection, fight against corruption), to rules and principles that are in line with the best international standards.

The Group's Code of Ethics was updated in June 2023 following an articulated process of involvement of all Italian and international structures, and the collaboration of the Sustainability Managers. The last update of the Code of Ethics dated back to 2016 and the need for an enrichment of the content set out within the Code of Ethics was assessed and shared, insofar as sustainability/ESG issues have become increasingly relevant both in the context of reference and within the Group, with a strengthening of Intesa Sanpaolo's ESG commitments confirmed in the 2022-2025 Business Plan. In addition, the Group joined important international initiatives (including: PRB, PSI, Net-Zero Alliances) and internal policies and rules were issued to govern issues pertaining to the principles of the Code (including: Diversity, Equity & Inclusion Principles, Guidelines for the Governance of ESG risks). In addition, a new mission was approved by Intesa Sanpaolo's Board of Directors in January 2022. Among the main new features, in addition to the new company's mission, the "Equity and Inclusion" principle was integrated among the Group's reference values and principles, with a more targeted approach to avoid any discrimination. With regard to the ''Environmental protection'' principle, the commitment to combating climate change and supporting the transition to a sustainable, green and circular economy was made explicit, and, finally, the commitment to dissemination and training activities was strengthened to promote their adoption in day-to-day operations.

The Code's implementation and governance mechanism is based on the following cornerstones:

The self-responsibility of the structures, called upon, in the development of their actions and activities, to oversee the Group's reputation through socially responsible behaviour, inspired by the principles and values of the Code itself; undertaking to define the objectives and the related action plans.
The annual and possibly interim sustainability reporting, as applicable from time to time. More specifically, the Consolidated Non-financial Statement (CNFS) includes the management policies and procedures, initiatives, indicators, risks and objectives relating to the issues set out in Legislative Decree 254/2016 (society, people, environment, fight against corruption, human rights) contained in the list of material issues that turn the commitments set forth in the Code into tangible actions. Furthermore, Intesa Sanpaolo voluntarily publishes a Consolidated Non-Financial Report as at 30 June containing indicators of a non-financial nature, with a selection of the performance indicators of greater importance with respect to the material issues and the monitoring of the ESG commitments declared in the Business Plan. Concurrently with the CNFS, Intesa Sanpaolo publishes, with separate documents, the Climate Report(6) dedicated to climate issues and the transition to a low-emission economy and the PRB Report that reports on the progress achieved by the Bank with respect to the Principles for Responsible Banking (PRB).
The analysis and subsequent certification of corporate social responsibility governance by an independent third party in accordance with the principles and contents of standard ISO 26000:2010, published annually on the website [i]. The Governance assessment in 2023 was conducted following the UNI PdR 18:2016 methodology on the Group's Italian and international scope, supported by an analysis carried out with respect to each issue arising from the materiality analysis and with a focus on Human Rights. More specifically, the activity was aimed at determining whether and to what extent the principles of the Code of Ethics are translated into a series of Policies, Responsibilities and Procedures such as to allow their application by the different functions, the actual degree of implementation and the impacts that the aforementioned provisions have on the different stakeholder groups. In addition, in 2023 the verification was enhanced with a detailed analysis of 3 International Subsidiary Banks (Intesa Sanpaolo Bank Albania, CIB Bank, VUB Banka) and on three topics considered of particular significance (Training management, Supplier management, Management of reports of alleged non-compliance with the Code of Ethics). In 2023, the implementation progress of the Intesa Sanpaolo Code of Ethics at Group level was rated 4.94 on average on a scale of 0 to 5 in each of the specific Governance aspects provided for by the benchmark practice. The assessment underlined the high awareness and sound monitoring of the Group's Sustainability Governance in synergy with the Control Room dedicated to ESG issues. More specifically, the score, above 4 for all topics and in both scopes, highlighted for Italy the highest score in relation to 8 topics vs 5 in 2022 (Integrity in corporate conduct; Innovation, transformation and cybersecurity; Group value and solidity; Service quality and customer satisfaction; Transition to a sustainable, green and circular economy; Attraction, enhancement, D&I of the Group's people; Community support and commitment to culture; Employment protection). 4 topics achieved the highest score abroad vs 2 in 2022 (Integrity in corporate conduct; Employment protection; Innovation, transformation and cybersecurity; Community support and commitment to culture). Based on

(6) Previously the TCFD Report.

2022 2023

the activity carried out, no elements came to the attention of the third party in charge suggesting that the Group's management of sustainability aspects (indicated by the UNI ISO 26000:2010 standard) does not follow criteria aligned with the commitments declared in the Group's Code of Ethics, whose principles are included and set out within the procedures and operational activities. In addition, the Code of Ethics, subject to updating and alignment processes according to the evolution of the internal and external context, specifically addresses the material issues that are monitored within the Group through strategic, organisational, procedural and monitoring measures, implemented across the Group's various Italian and international Divisions and Departments. The analysis confirmed Intesa Sanpaolo's growing awareness of the different dimensions of sustainability; the International Subsidiary Banks included in the analysis also demonstrated solid alignment with regard to the management of material issues and recognised the importance of a robust governance system that is consistent and integrated with the Parent Company's Guidelines.

• The Code of Ethics includes the option to address reports of alleged non-compliance with the provisions laid down therein. The management of the cases of non-compliance falls within the remit of the ESG & Sustainability structure which, following the necessary checks, replies in collaboration with the structures concerned, ensuring to protect the reporting parties from any form of retaliation, discrimination or penalisation, and guaranteeing the utmost confidentiality, without prejudice to obligations laid down by the law. In 2023, 116 reports were received (106 in 2022), essentially in line with the results from previous years: 102 were received in Italy and 14 from abroad. The highest number of reports came from customers (99), followed by those from employees (17). The category having the greatest impact in the area of customer complaints concerns the difficulty of communication problems with foreign customers (34 reports); 25 reports concern issues with access to branches or online services by people with disabilities. No requests were received from customers in relation to the Diversity, Equity and Inclusion Principles and regarding inclusion of disabled people. The Group's employees sent 17 reports, 5 of which from abroad. In addition, no reports relating to the Rules for Combating Sexual Harassment were received in the Code of Ethics inbox. As of November 2023, a channel dedicated to reporting alleged cases of harassment was set, overseen by the Diversity, Equity & Inclusion structure (see page 205). Non-discrimination issues were constantly and carefully monitored in 2023 as well.

Reports of alleged non-compliance with the Code of Ethics by Stakeholder

• Finally, the last cornerstone for the implementation and governance of the Code of Ethics is represented by the initiatives for the dissemination of the sustainability culture through internal and external training and communication activities (see the paragraph Training and promotion of ESG culture).

Compliance with the principles and values of the Code of Ethics was monitored with the support of the Chief Audit Officer structures, so that it could be reported annually, among others, to the Management Control Committee and the Surveillance Body pursuant to Italian Legislative Decree no. 231/2001. Checks were conducted on 10 risk areas (for a total of 55 audits) that also considered social and environmental responsibility aspects and implications including:

Audit activities within the framework of the 2023 ESG Programme and ESG related initiatives;
Transactions with Related Parties and associated entities;
Personnel remuneration and incentive systems (in various Group companies, including the Insurance segment and Asset Management);
Analysis of the selection, onboarding and management process of new human resources, and of the talent management and incentive process (both analyses focused on "People Tech – Falcon Project" personnel);
Evaluations on gender pay gap and gender equity commitments (also essentially focused on the Falcon project);
Customer complaints management activities (on some companies in the Insurance segment) and in general measures aimed at assessing the quality of the services provided to customers (e.g.: management of payment repudiations potentially caused by IT fraud);
Assessment of the Governance functionality within the Group's asset management companies;
Impact Department Non-profit organisations participating in the Reception and Integration System (SAI);
Monitoring acquisitions and the Group's outsourced activities in general.

Governance and risk management

Management of environmental, social and governance risks

The Group has implemented specific processes and responsibilities to understand and manage risks in such a way as to ensure long-term business solidity and continuity, extending the benefits to its Stakeholders. Below is an overview of the main ESG issues that are significant due to their potential impact on company activities and the related mitigation measures. The following sections go into more detail and describe the main controls relating to some of the risks identified in the table below.

Issue	Potential risk	Potential impacts	Mitigation measures
Integrity in corporate conduct	Compliance risks with applicable legislation (corruption, money laundering, taxation, free competition, privacy, labour law) and ineffective response to regulatory changes Reputational risks	Fines and penalties, limitations to conducting business Damage to reputation and brand	Internal control system divided into several levels Definition of corporate internal regulations Specialist training for employees Introducing a whistleblowing system Adoption of internal regulations for the conduct of company operations also in relation to ESG issues
Quality of service and customer satisfaction	Unfair commercial practices Inadequate customer service levels Inadequate customer communications Loss of access to services	Customer dissatisfaction with loss of competitiveness, customers and market shares leading to reduced profitability Disputes and complaints Fines and penalties Damage to reputation and brand	Model focussing on the level of service, on personalised advisory services, and on transparency Process of clearing for new products and services Careful and proactive management of complaints Dialogue with Consumer Associations Initiatives aimed at ensuring accessibility to services Business continuity plan
Innovation, digital transformation and cybersecurity	Ineffective transition from traditional to digital channels IT risk Business continuity in the event of an emergency, blocking or malfunctions	Loss of competitiveness, customers and market shares leading to reduced profitability Disputes and complaints Fines and penalties Damage to reputation and brand	Prevention of IT risk Careful assessment of emerging risks Development of an innovative offering/ solutions Physical network integration with online structures (e.g. Isybank Dissemination of the digital culture Innovations aimed at ensuring accessibility to services for people with disabilities

Issue	Potential risk	Potential impacts	Mitigation measures
Financial inclusion and supporting production	Inadequate offering of products/services to customers Reputational risks	Loss of competitiveness, customers and market shares leading to reduced profitability Damage to reputation and brand	Offering development in favour or financial inclusion for vulnerable people Development of solutions in support of the Third Sector Offering development to support production
Sustainable investments and insurance	Assessment and control of ESG risks in the investment portfolios Investments in controversial sectors Reputational risks Failure to comply with regulations	Loss of competitiveness, market shares and customers who are conscious of ESG aspects, leading to reduced profitability Damage to reputation and brand Fines and penalties	Integration of ESG factors into the Investment process Development of an ESG offering Company engagement activities ESG training Internal control system Subscription to Principles for Responsible Investment (PRI) and Principles of Stewardship Subscription to Principles for Sustainable Insurance (PSI)
Community support and commitment to culture	Reputational risks	Damage to reputation and brand	Development of investments and partnerships with a social impact in the community Development of training and work projects for the next generations Initiatives supporting the promotion of culture for social cohesion Development of institutional initiatives in support of the community
Employment protection	Conflicts and related labour dispute risks	Disputes Strikes with impacts on service continuity for customers and profitability Employee dissatisfaction with impacts on productivity	Responsible management of corporate restructuring processes, with the reallocation of employees to other activities New hires to promote generational change Management of labour dispute risks System of labour relations

Governance and risk management

Issue	Potential risk	Potential impacts	Mitigation measures
Retention, enhancement, diversity and inclusion of the Group's people	Inadequate employee enhancement and motivation Inability to attract and retain talent Termination of the employment relationship with managers holding relevant roles Insufficient focus on diversity and inclusion issues	Employee dissatisfaction with impacts on productivity Lack of adequately trained and qualified personnel Inadequate customer service levels Damage to reputation and brand	Investments in training and development activities Talent Attraction strategy (short and long term) which, broken down by various communication actions and on different channels, is defined with respect to the different targets of interest Talent management and development programmes Recognition of employees' merit New incentive plans (including LTIP) to foster individual entrepreneurship Succession plans for business continuity Initiatives to enhance diversity and inclusion, including training with a specific focus on the topic Diversity, Equity & Inclusion Principles Sexual orientation and identity diversity regulations Rules for combating sexual harassment Commitment to the "Women's Empowerment Principles" Request for certifications on relevant topics (e.g. ISO PDR 125:2022)
Health, safety and well being of the Group's people	Accidents in the workplace Occupational diseases Risks associated with the COVID-19 pandemic Robberies Inadequate employee motivation Work/life balance difficulties	Employee dissatisfaction with impacts on productivity Damage to persons arising from the COVID-19 pandemic Damage to persons and objects during robberies Damage to reputation and brand Employee dissatisfaction with impacts on productivity Loss of skills as a result of employee exits	Health and safety training Certification of the health and safety management system (ISO 45001) in all branches and buildings in Italy Certification of the psychosocial risk management system (ISO45003) Biosafety Trust Certification Protocol aimed at preventing and mitigating the risk of infections from biological agents Assessment and management of infection risk Risk assessment for workplaces and work processes Preventing and combating robberies Risk assessment of subjective and social conditions Assessment of work-related stress Work-life balance initiatives Flexible working and new organisational models Voluntary and free medical examinations to promote people's health Offering of solutions for welfare and quality of life in the company Development of climate surveys

Issue	Potential risk	Potential impacts	Mitigation measures
Transition to a sustainable, green and circular economy	Management of ESG risks in loans Transactions or loans in controversial sectors Reputational risks Regulatory compliance risk Litigation risk	Loss of competitiveness, market shares and customers who are conscious of ESG aspects, leading to reduced profitability Problem loans or need for provisions Damage to reputation and brand	Inclusion of ESG, climate change and reputational risks within the Risk Appetite Framework Rating model which also includes company qualitative aspects on ESG issues Risk clearing processes which include environmental, social and governance aspects Equator Principles for project finance Group Guidelines for the Governance of Environmental, Social and Governance (ESG) risks Inclusion of ESG factors into the credit framework with Rules for the classification of sustainable credit products and lending transactions Development of a specific offering to facilitate the transition with dedicated plafond, including with a view to de risking of loans Drafting of a transition plan for the target sectors Employee, customer and stakeholder training and engagement Research development

With reference to the topic "Climate Change", reference is made to the tables Indirect/direct risks linked to climate change included in this paragraph and to the Climate Change chapter (page 664).

With reference to the topic "Group value and solidity", the risks and the related monitoring methods are part of the broader management framework of the Group's capital position and economic performance; for further information, reference is made to the Report on operations and the Consolidated Financial Statements of the Group.

The strengthening of the overall risk management system also involves the identification, understanding and monitoring of so-called emerging risks, i.e. risks characterised by components that are little-known or rapidly evolving, potentially significant in the medium term to the Group's financial position and business model, even though their effects are not easy to assess and cannot yet be fully integrated into the most consolidated risk management frameworks.

The identification of these types of risks derives primarily from the continuous analysis of the external environment and the main findings gathered by the risk management function as part of the risk identification activity, carried out within the Group on an ongoing basis in order to maintain constant alignment with the changing internal and external context and guarantee the adequacy of the controls and limits implemented to safeguard "Long term viability". This activity, in addition to being performed as part of the identification and assessment processes, also involves comparison with peers and with market best practices, as well as with the Bank's other control/business functions.

Any emerging risks for which a model for calculating economic capital has not been developed are assessed, in any event, using expert-based approaches or using proxies or simplified calculation models in order to guarantee a prudent assessment of the economic capital absorbed.

In this context, the growing digitalisation of the technological infrastructure and of the commercial offering, the increased automation of processes (for example through the introduction of robotics and/or artificial intelligence) and the introduction of new working methods have led to a change in the nature of some risks. In particular, while not representing inherently new risks, significant potential exposure can be expected to:

• IT and Cyber risks, in relation to: (i) growing reliance on ICT systems and consequent increase in the number of users who make use of virtual channels and interconnected devices, (ii) exponential growth in the amount of managed data that must be protected and whose quality must be ensured (iii) greater use of IT services provided by third parties (Open Banking, Fintech, Cloud systems), (iv) low production costs of new attack techniques with the presence of organisations in possession of specific skills and experience;

risks associated with the digital transformation process linked to the increase in competition induced by the digitalisation of the financial sector (e.g. entry of new competitors) and the vulnerabilities that still characterise the current operating context (e.g. digitalisation process costs, legacy system obsolescence, regulatory framework fragmentation);
third-party risk, in relation to: (i) greater dependence on systems and services offered by third parties (both regarding the outsourcing of company processes and the growing dependence on providers of cloud or IT services in general);
risks related to Artificial Intelligence (AI) to support the execution of business processes, through the development of "use cases" that entail the application of differentiated techniques according to the objectives and business functions involved. The potential impact of the risks associated with such applications is assessed in relation to:
- the possible implications in terms of compliance with the relevant regulations (Artificial Intelligence Act);
- ethical and responsible use of AI solutions;
- governance of AI solutions and assessment of the associated risks of a technological, reputational and model nature.

The management of AI solutions and of the associated risks is guaranteed through the updating and integration of the applicable company regulations, while the monitoring of any ongoing initiatives is implemented through specific project initiatives. Specific statements were also defined in the Group's Risk Appetite along with indicators to monitor compliance therewith.

Furthermore, considering the rapid evolution of the Digital Assets world, the Group launched a series of project initiatives aimed at the study and gradual implementation of use cases relating to the offering of services in the field of digital assets and the application of the related technologies (Blockchain, Distributed Ledger Technology - DLT, Metaverse). Although the progress of the activities does not allow for an overall assessment of the risk associated with these ecosystems to be formulated, preliminary analyses show that it can reasonably be expected that digital asset operations and the use of new technologies present the same risk families as traditional finance products, but with increased significance due to the following factors:

not fully explored vulnerabilities of new technologies;
technological standards in the process of being defined;
absence of a reference regulatory/legal framework;
absence of safeguards and guarantee systems;
presence of non-regulated entities and/or entities based in non-EU/OECD countries;
constant evolution of the reference legislation and applicable laws.

The constant evolution of the operating environment, both internal and external, requires the current risk management frameworks (e.g. portfolio development policies, internal control system, payment systems, cybersecurity safeguards, anti-money laundering and counter-terrorism financing safeguards, accounting, fiscal and prudential treatment of assets) to be constantly updated, in order to take into account the new/ changed operations and maximise the effectiveness of the control measures used to identify and mitigate the Group's potential exposure. To this end, project initiatives continued with a view to optimising the Group's resilience profile.

Furthermore, with a view to effective monitoring of the evolution of these types of risks, in addition to accelerating the digitalisation process in order to increase long-term profitability and seize new business opportunities, the Group has continued to guarantee investments for:

the continuous upgrading of Cybersecurity monitoring (including awareness-raising campaigns targeted at customers) in line with best practices and reference international standards, as well as for the progressive evolution of ICT systems (e.g. digitalisation of services, business insourcing, in-cloud service activation);
the strengthening of third-party monitoring and control measures, also in consideration of the greater complexity of relationships;
the evolution of the knowledge and skills of internal resources (e.g. Up-Skilling/Re-Skilling programmes, reinforcing awareness of ICT, Cyber, Third Party and ESG Risk issues).

For further information on cybersecurity, reference is made to the paragraph Innovation, digital transformation and cybersecurity (see page 136).

MONITORING OF ESG AND REPUTATIONAL RISKS

The Intesa Sanpaolo Group, in line with its sustainability/ESG approach and in accordance with the principles set out in its Code of Ethics, recognises the importance of allocating resources correctly and responsibly, on the basis of social and environmental sustainability criteria. Therefore, it promotes balanced development that can redirect capital flows towards sustainability-conscious investments balancing interests like the preservation of the natural environment, climate change fight, health, work, the well-being of the whole community and the safeguarding of the system of social relations. As part of the risk management framework, the governance of ESG risk factors is outlined in the various primary risk categories (credit risk, market risk, liquidity risk, operational risks and reputational risks) and develops in close integration with the oversight of reputational risks, enhancing the interconnections between these risk profiles. ESG risk, as the risk stemming from the potential negative impacts of a company or activity on the environment, people and communities, and also including risks related to corporate governance, may have impacts on profitability, on reputation and on credit quality and may entail legal consequences.

REPUTATIONAL RISK GOVERNANCE MODEL

The Intesa Sanpaolo Group attaches great importance to reputational risk, namely the current and prospective risk of a decrease in profits or capital due to a negative perception of the Bank's image by customers, counterparties, shareholders, investors and Supervisory Authorities.

The Group actively manages its image in the eyes of all stakeholders, by engaging all its Organisational Units and seeking robust, sustainable growth capable of creating value for all stakeholders. In addition, the Group seeks to minimise possible negative effects on its reputation through rigorous and comprehensive governance, proactive risk management and guidance and control of its activities.

The overall management of reputational risk is pursued primarily through:

compliance with standards of ethics and conduct and self-governance policies. The Code of Ethics adopted by the Group contains the core values that Intesa Sanpaolo intends to commit itself to and sets out the voluntary principles of conduct for dealings with all stakeholders (customers, employees, suppliers, shareholders, the environment and, more generally, the community) with even broader objectives than those required by current legislation;
the systematic, independent contribution by the company structures tasked with safeguarding the company reputation, which maintain relations with stakeholders, within their respective areas of responsibility;
an integrated monitoring system for primary risks, to limit exposure to those risks, and to comply with the related limits contained in the Risk Appetite Framework (RAF);
the Reputational Risk Management processes governed by the Chief Risk Officer Governance Area, which operate transversally across the corporate functions and in synergy with decision-making processes.

Those processes, which involve control, specialist and business functions, for various purposes, specifically include:

the Reputational Risk Assessment, which seeks to identify the most significant reputational risk scenarios that the Intesa Sanpaolo Group is exposed to, with the aim of determining the probability of occurrence and exposure to the Group's reputational risk. It is implemented annually and gathers the opinion of Top Management regarding the potential impact of these scenarios on the Group's image, in order to identify appropriate communication strategies and specific mitigation actions, where necessary; For these purposes, the analysis takes into account not only the corporate findings resulting from the Top Managers and the Group Business Plan, but also any contributions that may be received from external observers. By way of example, starting from 2022, an analysis was conducted on personnel trained in the economic-financial domain and on opinion leaders (e.g. economic-financial analysts and experts, academics, institutions);
ESG & Reputational Risk Clearing, which is aimed at the ex-ante identification and assessment of the potential reputational and ESG risks associated with the most significant business operations and the selection of the Group's suppliers/partners;
Reputational Risk Monitoring aimed at continuously analysing and verifying the evolution of exposure to reputational risk using specific national and international monitoring systems (e.g. Web & press monitoring), algorithms aimed at capturing the trend of the company's exposure to reputational risk and the findings provided by the reputational positioning analyses carried out on a regular basis.

The reputational risk governance model also includes an integrated compliance risk management system, as it considers compliance with the regulations and fairness in business to be fundamental to the conduct of banking operations, which by nature are founded on trust.

Governance and risk management

In order to safeguard customers' interests and the Group's reputation, specific attention is also devoted to establishing and managing customers' risk appetite, pursued through the identification of the subjective and objective traits of each customer. The assessments of adequacy during the process of structuring products and rendering advisory services are supported by objective information, that considers the true nature of the risks borne by customers when they undertake derivative transactions or make financial investments.

More specifically, the sale of financial products is also governed by specific preventive risk assessment from the standpoint of both the Bank (along with risks, such as credit, financial and operational risks, that directly affect the owner) and the customer (portfolio risk, complexity and frequency of transactions, concentration on issuers or on foreign currency, consistency with objectives and risk tolerance profiles, and knowledge and awareness of the products and services offered).

ESG RISK GOVERNANCE MODEL

The management of ESG risks requires considering not only the impacts of those risks on the Bank's organisation, but also the potential impact on stakeholders and the risks that the Bank exposes its stakeholders and the environment to through its operations.

The Group therefore adopts a holistic approach to ESG issues, which is based on:

defining a Group ESG strategy in line with the guidelines provided by Corporate Bodies, supported by the internal Governance Structures: Intesa Sanpaolo aims to be a sustainable financial intermediary that generates value for communities, aware that innovation, development of new products and services and companies acting in a sustainable manner can contribute to reducing the impacts of phenomena such as climate change and social inequalities. To this end, it also takes active part in a wealth of national and international initiatives. For further information, reference is made to paragraphs Strategy for combating climate change and Voluntary commitment to domestic and international initiatives, partnerships and strategies for the United Nations Sustainable Development Goals;
the management of sustainability issues in sensitive sectors through its own regulatory framework and voluntary conduct policies (e.g. "Principles on Human Rights", "Rules for the environmental and energy policy", "Group Guidelines for the Governance of Environmental, Social and Governance (ESG) Risks", "Rules for lending operations in the coal sector", "Rules for operations in the oil&gas sector" and "Rules governing transactions with subjects active in the armaments sector") also aimed at defining general and specific criteria for limiting and excluding lending operations in business sectors considered to be more exposed to ESG risks;
the identification and management of potential direct and indirect impacts related to climate change and the development of metrics for the measurement of indirect impacts, in line with the Group's ambition of reaching net-zero emission by 2050;
the integration of ESG factors into the general Risk Management framework and in particular the provision, within the Risk Appetite Framework, of a specific section dedicated to ESG and climate change risks, which defines specific limits and criteria with respect to the financing of sectors and counterparties most exposed to such risks including the sectors subject to target setting;
the integration, in the corporate rating models validated and used by the Group, of aspects and elements related to the ESG/Climate areas and of specific modules that make use of qualitative-quantitative ESG data. In the Corporate model (companies/groups with a size of less than 500 million euro) an ad hoc module is integrated which assesses the counterparty's exposure to physical risks, or to damage related to natural disasters (floods, fires, earthquakes) to which said counterparty is exposed depending on the region (and/or municipality) in which it operates and/or conducts its business predominantly;
the integration of ESG factors within the credit framework through the adoption of a sector mapping in terms of the potential impact of climate and ESG risks, as well as with the use of a counterparty ESG score and with the assessment of these risks within the ESG & Reputational Risk Clearing and Equator Principles implementation processes(7). These assessments are especially important with reference to the financing of Corporate customers, particularly in relation to transactions with counterparties operating in sectors classified as sensitive from an ESG perspective by the ''Group Guidelines for the Governance of Environmental, Social and Governance (ESG) Risks'' and to transactions classified as Most Significant Transactions(8);
the classification of current positions subject to market risk using ESG indicators available internally and externally, including through qualified suppliers, in order to identify dedicated risk safeguards, also in consideration of the

⁽⁷⁾ International Guidelines that financial institutions adhere to on a voluntary basis for the management of socio-environmental risks arising from project financing. The Principles are based on the criteria of the International Finance Corporation (IFC) of the World Bank (the Performance Standards), which concern, amongst other issues: the assessment of social and environmental impacts; the protection of workers' rights; the exclusion of child labour and forced labour; the prevention of pollution and the promotion of energy efficiency; risks to the health and safety of communities; the consultation of the populations concerned and protection of their rights; safeguarding biodiversity and the sustainable management of natural resources; and the preservation of cultural heritage.

⁽⁸⁾ Transactions of great significance, within the Group or with single customers or counterparties, which could potentially have a significant impact on the overall risk profile and/or on specific risks of the Group.

materiality of the exposures. In principle, the indicators used for the assessment of ESG risks associated with investment activities make it possible to define negative/positive screening criteria and strategies, taking into account the specificities of the different reference asset classes, such as, for example, instruments issued by corporate counterparties and instruments issued by government or supranational counterparties;

the Rules for Valuation of Financial Instruments at Fair Value, which detail the criteria for the valuation of financial instruments characterised by clauses that affect the contractual cash flows upon the achievement of environmental, social or governance objectives (in particular Sustainability Linked Bond - SLB, Sustainability Linked Loan, Sustainability Linked Derivatives - SLD);
the identification of sustainable credit products on the basis of the "Rules for the identification of sustainable credit products and lending transactions" as part of the Group's Product Governance processes;
the assessment of ESG factors relating to customer investments, within the Product Governance processes of the Parent Company and the subsidiaries and linked to Customer portfolio risk issues with a view to the Suitability of Investments with the Group's financial intermediaries;

Management of sustainability issues in sensitive sectors

In relation to the ESG risks associated with its business activities, Intesa Sanpaolo pays special attention to sustainability issues related to sensitive sectors, above all climate change and the impacts on the environment.

Intesa Sanpaolo adopted the "Group Guidelines for the Governance of Environmental, Social and Governance (ESG) risks" which define, among other things: 1) a list of "sensitive sectors"; 2) general criteria to limit and exclude loans; 3) detailed criteria applicable to individual sensitive sectors through the application of specific sector regulations.

According to the company ESG risk regulations, the Group pledges not to finance companies or projects which stand out for their negative impact on:

UNESCO World Heritage Sites(9)
wetlands according to the Ramsar Convention(10)
IUCN protected areas, categories I to VI(11)

The Bank also pledges not to finance companies or projects if, during the assessment of the transaction, they are discovered to be located in areas of active armed conflict, or if evidence - such as legal proceedings promoted by the competent authorities - emerges of violations of human rights and forced or child labour practices.

Among the sensitive business segments from an ESG perspective, the coal sector, the oil and gas sector and the arms production and trading [i] sector are of particular importance and subject to specific internal regulations, which apply to all Group Companies and Banks.

In particular:

As regards the coal sector the regulation defines the limits and exclusion criteria for the Group's lending operations in the segments of coal extraction and coal-fired power plants, supporting customers in their efforts to reduce their use of coal for the production of energy and encouraging the transition towards low carbon-intensity alternatives, such as renewable sources and gas. The Group also undertakes to phase out its exposure to counterparties belonging to the coal mining sector by 2025.
with regard to the unconventional oil and gas sector, Rules were issued in July 2021 which define limits and exclusions for unconventional resources such as tar sands, shale/tight oil&gas and resources extracted in fragile ecosystems such as the Arctic region (onshore/offshore oil and offshore gas) and Amazonia (oil in the area known as Amazon Sacred Headwaters(12)). Specifically, the regulations prohibit the financing of projects aimed at the development, construction and expansion of activities involving the exploitation and extraction of unconventional resources and the related transport infrastructures. Furthermore, the Group undertakes to phase out the exposures associated with these unconventional resources by 2030;
with reference to the armaments sector, the "Rules governing transactions with subjects active in the armaments

⁽⁹⁾ List of sites officially recognised by the United Nations Educational, Scientific and Cultural Organisation (UNESCO). The sites are selected on the basis of their cultural, historical or scientific value, or other relevant aspects, and are legally protected by international treaties.

⁽¹⁰⁾ Convention that provides a framework for the conservation and sustainable use of wetlands and their resources. Almost 90% of UN member states have acceded to the Convention to become "Contracting Parties". One of the key pledges of the contracting parties is the identification and addition of suitable wetlands to the list of wetlands of international importance, also known as the Ramsar list.

⁽¹¹⁾ List of protected areas which have been identified and classified (from category I to VI) by the International Union for Conservation of Nature (IUCN), a membership union uniquely composed of government and civil society organisations. The categories are defined as follows: - I Strict protection [Ia) Strict Nature Reserve and Ib) Wilderness Area] - II Conservation and protection of ecosystems (e.g. National parks) - III Conservation of natural features (i.e. natural monuments) - IV Conservation through active management (e.g. Habitat / species management area) - V Conservation and restoration of landscape / seascape (e.g. Protected landscape/seascape) - VI Sustainable use of natural resources (e.g. protected area with sustainable use of natural resources).

⁽¹²⁾ Area understood as the drainage basin of the Amazon River, and of the Napo, Pastaza and Marañon rivers.

Governance and risk management

sector", in accordance with the values and principles set forth in the Code of Ethics, expressly prohibited to undertake any kind of banking or lending activity related to the production of and/or trade in controversial weapons and/or those banned by international treaties and in particular: nuclear, biological and chemical weapons; cluster and fragmentation bombs; weapons containing depleted uranium; and anti-personnel landmines. Aware of the need to support national and European defence together with the allied countries in NATO, the Intesa Sanpaolo Group limits its banking and/or lending activity solely to operations that relate to the production and/or trade of military goods in countries belonging to the European Union and/or NATO. Operations in countries that do not belong to the European Union or NATO are also permitted but are submitted to an extraordinary approval process, subject to the existence of intergovernmental programmes with the Italian Republic. The other Group Banks and Companies are not authorised to undertake operations involving the production and/or trade of military goods. Only the Group International Subsidiary Banks can request specific and prior authorisation from the Parent Company if these operations concern military goods destined for permanent use by the armed forces and related bodies responsible for defence as well as the police forces of the country where the same Bank is located. The operations of the Group's Branches and International Subsidiary Banks are also subject to local regulations, when they are stricter than the Group regulations.

Management of risks and potential impacts linked to climate change

The Chief Risk Officer Area and the Chief Financial Officer Area, with the support of the various Governance Areas and Divisions, work together in identifying and analysing the range of risks and opportunities related to climate change, in order to include them in the ordinary risk assessment and monitoring processes and the credit strategies, and to establish the objectives and guidelines aimed at implementing the actions designed to manage and mitigate those risks.

Key activities in climate risk management concern:

the identification, assessment and measurement of such risks;
the implementation, development and monitoring of a company-wide risk management framework, including risk culture, risk appetite and relative credit limits.

With reference to the disclosure related to climate risk management, since October 2018 Intesa Sanpaolo decided to support the recommendations of the "Task Force on Climate-related Financial Disclosures" (TCFD), progressively including information relating to risk management in the climate change area in its Consolidated Non-Financial Statement and Financial Statements. In addition, the TCFD report [i](13) has been published since 2021, to which reference should be made for a detailed representation of the topic.

The potential impacts, the related time horizon (short, medium, long) and the mitigation and adaptation actions taken for each potential risk observed are also identified annually, with reference to both indirect and direct risks.

Indirect risks related to climate change

Transition Risks

Climate change risk: misalignment of economic players with respect to actions aimed at reducing their CO² emissions through: Policy and regulatory risks; Technological risks: Consumer preferences; Reputational risks.

Type of Risk		Time horizon*		Business Area**							Potential Impacts	Actions taken	Opportunities
	ST	MT	LT	BdT	CIB	PB	ISB	AuM	INS	CC
Credit risk											Counterparties - non-fi nancial companies; The introduction of climate policies and technological changes can weaken the competitiveness of com panies, affecting their bal ance sheets by reducing profits, altering business costs, the need for invest ments, with impacts on their creditworthiness and solvency. Households and retail customers: Failure to comply with reg ulations or changing pref erences towards low-en ergy homes can affect the value of collateral or make it obsolete. In addition, the increase in energy pric es or policies to promote sustainable mobility could affect the costs of house holds, their spending ca pacity and consequently their creditworthiness and solvency	Analysis of ESG and cli mate risks in the credit portfolio through materi ality assessment, scenar io analysis, Operational Context Analysis and the transaction risk assess ment process Definition of targets re lated to the emission physical intensity of the fi nanced counterparties be longing to specific sectors Monitoring limits and thresholds set within the scope of the Risk Appetite Framework Identification of products and transactions that are sustainable from an en vironmental point of view (for example, net-zero loans and medium-long term loans with green guarantees from SACE), social, governance and other types Implementation of self-regulation policies (loan portfolio)	Sustainable fi nance: increas ing customer support for the energy transition by offering ded icated financial products and solutions (e.g. products for the green and circu lar economy)
Market Risk											Issuers - non-financial companies: The introduction of climate policies and technologi cal changes can weaken the competitiveness of companies, affecting their balance sheets by reduc ing profits, altering busi ness costs, the need for investments, with impacts on their creditworthiness, solvency and on the value of their financial instru ments traded on financial markets. Government issuers: The impact on the real economy and financial system, together with so cial adjustments to sup port the transition, could result in higher costs for high-emission countries, which, in turn, could have an impact on their credit worthiness, solvency and the value of financial in struments traded on finan cial markets. Asset management/In surance: Consequences of climate change on companies in the portfolio with conse quent possible reduction in the value of assets under management or invest ments.	Analysis of ESG and cli mate risks in the invest ment portfolio through the assessment of materiality, scenario analysis and Op erational Context Analysis Definition of limits and ear ly warnings within the Risk Appetite Framework Identification of green, social and sustainable in vestments Implementation of self-regulation policies (in vestment portfolio) Rebalancing of the securi ties portfolio	Extending and expanding the range of invest ment products and services

Governance and risk management

Transition Risks

Type of Risk		Time horizon*	Business Area**								Potential Impacts Actions taken Opportunities
	ST	MT	LT	BdT	CIB	PB	ISB	AuM	INS	CC
Operational risk											Conduct: Losses resulting from in advertent failure or neg ligence to comply with a professional obligation vis à-vis customers (including fiduciary and adequacy requirements), or from the nature or design of a prod uct or commitment (e.g., greenwashing). Litigation: Legal costs and liabil ities associated with climate-sensitive invest ments and business ac tivities.	Analysis of ESG and cli mate risks through materi ality assessment, scenar io analysis, Operational Context Analysis and the monitoring of operational losses
Liquidity risk											Credit exposure: The impact of transition risks on customers' ex posures could affect the Group's liquidity position (e.g. undrawn committed lines/counterparty de faults). Funding: Transition risk factors can affect customers and thus reduce the bank's access to stable funding sources. Market/financial expo sures: The impacts of the transi tion on issuers and their financial instruments could reduce the Bank's ability to trade or liquidate as sets allocated to liquidity reserves.	Analysis of ESG and cli mate risks through ma teriality assessment and scenario analysis	Increase in the issue of green and ESG bonds
Reputational risk											Deterioration of the Group's image due to un met expectations in the management of climate and environmental risks or in the adaptation of the business Negative perception from stakeholders and in par ticular from ESG investors due to inadequate man agement (or lack thereof) of such risks. Possible exclusion from sustainability (ESG) indi ces or worse positioning in terms of sustainability or lower ESG rating.	Analysis of ESG and cli mate risks through the transaction risk assess ment process Participation in interna tional working groups on climate change issues (for example, UNEP FI, Net Zero Initiatives) Stakeholder engagement initiatives Monitoring of market per ception and ESG rating positioning	Improvement of the Group's per ception/ image for both investors and customers
Cross-cutting risk actions										Active monitoring of evolving ESG regulations and implementation/inte gration of internal policies Active collaboration with policy makers to highlight the need for stable and clear environmental and ESG regulations

Inclusion of climate risk in risk management systems

Physical risk

Climate change risk: Risks related to the physical impacts of climate change: Chronic and Acute

Type of Risk(14)		Time horizon*		Business Area**(15)							Potential Impacts	Actions taken	Opportunities
	ST	MT	LT	BdT	CIB	PB	ISB	AuM	INS	CC
Credit Risk											Counterparties - non-fi nancial companies; Serious weather events, both acute and chronic, can have an impact on the creditworthiness and sol vency of companies, with impacts that vary depend ing on the sector of activity and their location, with a potential impact on their profitability. Households and retail customers: Acute or chronic weath er events can damage or destroy properties, de creasing their value and increasing credit risk.	Analysis of ESG and cli mate risks in the loan portfolio through materi ality assessment, scenar io analysis, Operational Context Analysis and the transaction risk assess ment process Limits and definition of early warnings within the Risk Appetite Framework	Strengthening of customer rela tions. New sub sidised loans for the restoration of damaged struc tures Financing of re silient buildings and infrastruc ture for climate change adapta tion Insurance pol icies to cover physical risks
Market Risk											Issuers - non-financial companies: Serious weather events, both acute and chronic, can have an impact on the creditworthiness and solvency of companies, with impacts that vary de pending on the sector of activity and their location, with a potential impact on their profitability and on the value of their financial instruments traded on fi nancial markets. Government issuers: Severe weather events, both acute and chronic, can have an impact on the real economy and on financial systems, along with social adjustments to support businesses and the population in the event of climate events. This could lead to increased costs for those nations that are more prone to physical risks, which in turn could impact their creditworthiness, solvency and the value of the finan cial instruments traded on financial markets. Asset Management/In surance: Possible extreme, acute and chronic weather events can cause losses on the securities of man aged portfolios. Cata strophic events may have a negative impact on the profitability of the insur ance business with a con sequent increase in claims and may exceed the in surance companies' es timates of expected risks and losses, resulting in an increase in insurance pre miums with a consequent possible decrease in the demand for insurance.	Analysis of ESG and cli mate risks in the invest ment portfolio through the assessment of materiality, scenario analysis and Op erational Context Analysis	Asset Manage ment/Insurance: Development of specific policies for extreme cat astrophic events.

(14) In the section on physical risks, the potential impacts and actions directly related to reputational risk were not considered. Furthermore, in the context of physical risks, operational risk can be considered a "direct risk", see table below (15) With reference to the Insurance Division:

a. Catastrophic events may have a negative impact on the profitability of the insurance business with a consequent increase in claims and may exceed the insurance companies' estimates of expected risks and losses, resulting in an increase in insurance premiums with a consequent possible decrease in the demand for insurance; b. the potential impacts defined above open up opportunities for the development of specific policies to cover for extreme catastrophic events.

Governance and risk management

Physical risk
Climate change risk: Risks related to the physical impacts of climate change: Chronic and Acute
Type of Risk(14)		Time horizon*						Business Area**(15)			Potential Impacts	Actions taken	Opportunities
	ST	MT	LT	BdT	CIB	PB	ISB	AuM	INS	CC
Liquidity risk											Credit exposure: The impact of physical risk on customers' exposures could affect the Group's liquidity position (e.g. un drawn committed lines/ counterparty defaults). Funding: Physical risk factors can affect customers by reduc ing the Bank's access to stable funding sources. Market/financial expo sures: The physical impacts on issuers and the assets underlying their financial instruments could reduce the Bank's ability to trade or liquidate assets allocat ed to liquidity reserves.	Analysis of ESG and cli mate risks through ma teriality assessment and scenario analysis

* Time horizon: 0-3 years short term; 4-7 years medium term; 7-30 years long term. The time horizon indicated below considers the analyses carried out by the Banking Group over several years of assessment of climate-related risks. The analyses are not exhaustive of the potential impacts that the Bank could face in the short, medium and long term and are not indicative of the materiality of the assessed impacts, as detailed in the section dedicated to Risk Management. ** Business areas: BdT = Banca dei Territori; CIB = Corporate & Investment Bank; PB = Private Banking; ISB = International Subsidiary Banks; AuM = Asset Management; INS =

Insurance; CC = Corporate Center. The areas in which the impacts of climate risks can be observed are identified herein, based on the relevance of the business. This does not exclude the possibility that other areas, not indicated herein, may also have potential impacts. The details of the analyses carried out on the different business areas can be seen in the section dedicated to Risk Management.

The integration of ESG risks and particularly the climate change risk, into the risk management framework takes place mainly through:

a materiality analysis (Climate/ESG Materiality Assessment) aimed at assessing the relevance of ESG risk and climate risk factors with respect to the different portfolios and risk families. One of the main tools supporting this analysis is the ESG Sectoral Assessment, which also forms the basis for the definition of targeted safeguards and the development of sectoral strategies on the subject ("ESG Sectoral colour coding");
monitoring of ESG risks broken down according to the various risk categories (credit, market, liquidity risk, operational risks and reputational risks), particularly with regard to climate and environmental risks;
the conduct of climate scenario analyses aimed at assessing the impacts of these risks in the short, medium and long term;
the definition of specific limits and Key Risk Indicators (KRIs) within the scope of the Risk Appetite Framework (RAF).

The materiality analysis is the process of assessing the potential impacts of ESG and climate risks for the Group. This analysis is based on an organic and structured approach to risk assessment which involves a granular definition of the risk drivers and the integration of forward-looking elements.

The results of the Materiality Assessment form the basis for setting the ESG Sectoral Strategy and guide the identification, within the Risk Appetite Framework, of limits, Key Risk Indicators and specific actions aimed at containing ESG risks, particularly with regard to the sectors most exposed to those risks.

In the management of credit, market, liquidity, operational and reputational risks, the effects of climatic and environmental factors are also assessed. These assessments are described in further detail in the 2023 Climate Report [i], to which reference should be made for a detailed representation of the topic.

Scenario analysis is a key element in integrating the risks and opportunities associated with climate change into the business strategies, also considering the medium- to long-term implications. The Climate Scenario Analysis is used, within the more general framework of the materiality assessment, in order to explore potential portfolio vulnerabilities, particularly the loan portfolio, in the context of regulatory stress tests or of the Internal Capital Assessment Adequacy Process (ICAAP) and the Internal Liquidity Assessment Adequacy Process (ILAAP). In conducting this activity, Intesa Sanpaolo adopts an approach that incorporates different solutions dedicated to the verification of the impacts of transition and physical risk on the NFC (Non-Financial Corporate) portfolio and on the real estate collateral portfolio. With regard to the transition risk, the impact assessment

is carried out through the shock of the balance sheets of the individual counterparties and the level of energy efficiency of the residential and commercial properties used as collateral. The estimate of the impact of the physical risk, on the other hand, is determined based on the geolocation of the collateral properties or the production sites of the NFC customers and according to the different types of climate events. For a more detailed description of these solutions, reference is made to the 2023 Climate Report.

December 2023 saw the launch of the "One-off Fit-for-55 climate risk scenario analysis", in which Intesa Sanpaolo participates, carried out by the European Banking Authority (EBA) upon the mandate of the European Commission in collaboration with the European Supervisory Authorities (ESAs), the European Central Bank and the European Systemic Risk Board (ESRB). The exercise involves the application of top-down scenarios on the data collected by banks with the aim of assessing the resilience of the EU financial sector and its ability to support the transition to a low-carbon economy, including under stress conditions.

Direct risks related to climate change

Transition Risks
Changes in environmental regulations ■ Introduction of new greenhouse gas emission limits or new related reporting systems ■ Increase in cost of raw materials Changes in environmental regulations and standards that the Group voluntarily subscribes to (ISO standards)
Time horizon* Type of Risk			Potential Impacts	Actions taken
	ST	MT	LT
Operational & Other Risks				Possible fines in the event of failure to comply with new regulations Costs for upgrading heating and air conditioning sys tems and for new monitoring tools Costs related to potential taxes linked to greenhouse gas emissions Increase in energy supply costs Costs for amending the certification processes in the event of changes to the standards	Constant and preliminary monitoring of any amend ments to national and European regulations Participation in dedicated training courses or work shops Implementation and monitoring of own emission plan Energy efficiency actions Increase in the use of renewable energy sources Preventive actions to replace old systems with next-generation systems with a low environmental im pact, as well as consumption monitoring systems dur ing the renovation of branches and buildings Ongoing and precautionary monitoring of any changes to standards

Physical Risks

Extreme weather events (floods, landslides, avalanches, landslips, heavy rains, hailstorms, snowfalls, rains, hailstorms, heavy snowfalls, tornadoes, hurricanes, cyclones, storms)

Increase or decrease in average temperatures, sea level rise, water stress and drought

Type of Risk(16)	Time horizon*			Potential Impacts	Actions taken
	ST	MT	LT
Operational & Other Risks: Acute				Business continuity: extreme weather events may cause material damage and disruption to the Group's activities Own assets: extreme weather events may cause ma terial damage to the Group's assets	Precautionary assessment of hydrogeological risks to buildings Adoption of a business continuity plan and measures to prevent/mitigate/manage physical damage to the bank's structures Creation of a platform to identify the level of risk of each real estate asset of the Group Insurance to cover risks and their impacts

(16) In the context of direct risks, both operational risks and other types of risks not directly related to the Group's prudential framework were taken into account.

Governance and risk management

With reference to direct impacts, Intesa Sanpaolo is committed to analysing and containing possible risks on its properties as well as taking immediate action in the event of environmental disasters.

To this end, in line with the content of the Business Plan, a specific tool was identified in 2023 which allows to determine the degree of exposure to the main territorial and climate change risks of ISP's real estate assets, such as floods, hydrogeological risks, drought, forest fires, etc. This platform geolocates each individual asset of the Italy scope and calculates the exposure index for each risk, based on data from the main national and international certified sources, such as: SwissRE, Copernicus, IGNV, ISPRA, Civil Protection, etc.

The platform is also developed to identify areas of high biodiversity value, for example "Natura 2000" sites, sites of community importance (SCIs), and assets that may fall within these areas. The activities carried out by Intesa Sanpaolo at the Group's offices do not generally have an impact on the state of biodiversity. Consequently, Intesa Sanpaolo will conduct a screening of its offices in relation to their possible location in areas of high naturalistic value or in close proximity thereof.

In 2024, the platform will also be up and running for international branches and offices and a functionality for the computerised management of emergency events will be developed.

The Risk Assessment Document, which evaluates risks to workers' health and safety (Italian Legislative Decree 81/2008), also assesses hydrogeological risk due to flooding and landslides. The hydrogeological risk assessment of buildings is conducted both as a preventive measure and also following external events with a view to ensuring that the buildings involved meet all safety standards.

With regard to hydrogeological instability, the benchmark for flooding, starting from the territorial mapping of the areas subject to hydrogeological risk delimited by the District Basin Authorities, is based on the level of danger associated with a floodable area and depends on the probability that the area can be flooded. Generally, the high-danger areas are identified as those that speculatively suffer a flood on average: high between 20 and 50 years (frequent floods), average between 100 and 200 years, low over 200 years (low probability of floods or scenarios of extreme events).

With regard to landslides, the benchmark is based on the level of danger associated by the ISPRA Hydrogeological Structure Plans (PAIs) with an area subject to landslides. The areas subject to landslide risk identified by the PAI include, in addition to the landslides that have already occurred, also the areas of possible evolution of the phenomena and the areas potentially susceptible to new landslides. Generally, the areas are divided into 5 classes: very high hazard P4, high P3, medium P2, moderate P1 and attention areas AA

In Italy, out of a total of more than 3,000 real estate assets, to date the results of the assessments show: with reference to flood risk, 141 properties in areas with high flood risk; with reference to landslide risk, 16 properties in areas with high landslide risk (P4) and 34 in high-hazard areas (P3).

These assessments, together with the daily analysis of Arpa's weather alert bulletins and the bulletins of the Department of Civil Protection on critical national and regional issues, enable the Intesa Sanpaolo Group in Italy to implement actions that take account of the effects of critical events connected with natural phenomena deriving from climate change, making it possible to manage different potential risk scenarios, indicated in the Emergency Plans, in order to mitigate and reduce their potential damage, particularly with regard to workers and Stakeholders.

In addition, the tide bulletin is periodically consulted on the Venice branches affected by the "high tide" phenomenon emergency due to the rise in tide levels so as to allow prior notification to the competent structures for the activation of the procedures laid down in the specific Emergency Plans. Furthermore, the

project to update the specific risk analysis based on the implementation of the Mose in the municipality of Venice continued.

In general, with regard to all direct risks related to climate change, in Italy the CEM (Critical Events Management) is activated when the first bad weather alert is issued. CEM guarantees the continuous and precise monitoring of the situation and supports the overall coordination of the actions agreed to by the territorial structures, in constant connection with the relevant central structures.

In the case of very serious disaster situations, the Emergency Management Operations Centre of the Business Continuity Management Department is also activated, which monitors the situation and assesses whether to close facilities temporarily and to take any additional action.

In order to ensure business continuity in the areas most affected by the inclement weather, the crisis delegates of local and central structures are also activated for timely reporting of critical situations, with particular regard to delays in the transport of valuables and correspondence, difficulties for personnel in reaching their workplaces, operational issues and problems with branch physical plant.

The Context Analysis of the HSE (Health, Safety and Environment) Management System, which complies with ISO 45001, ISO 14001 and ISO 50001 international standards, also took into account, among others, the risks associated with climate change. Some areas were identified, including: (i) environmental and health and safety regulations, (ii) innovations in workplaces, processes and tools, (iii) professional development, (iv) employee welfare, (v) enhancement of human resources and Diversity Inclusion, (vi) plant maintenance management, (vii) credit access and financial inclusion, (viii) real estate, plant efficiency and maintenance, (ix) internal communication tools. For each of these factors, the stakeholders' expectations are assessed, highlighting for each one strengths and weaknesses, ongoing actions or further actions to be implemented in order to mitigate a potential risk. For each of them, the structure responsible for overseeing the actions was identified according to a model that takes account of the value assigned to the impact and the probability of occurrence.

ESG and climate change risks within the scope of the Risk Appetite Framework

The RAF integrates and translates into specific safeguards what is defined in terms of strategic guidelines, ESG/Climate Materiality Assessment and ESG Sectoral Color Coding, identifying year after year, limits, Key Risk Indicators and specific actions aimed at mitigating ESG risks, particularly with reference to the sectors most exposed to these risks. This context also includes specific measures connected with the Group's strategic choices such as, for example, with the Group's commitment to the ''Net-Zero'' objectives. More specifically, for the sectors with the highest emission intensity, as part of the Business Plan, intermediate sectoral targets to 2030 were defined, subject to a transition plan as laid down by the Net-Zero Banking Alliance (NZBA), with a view to mitigating the potential prospective risk. Additional sectors will be gradually added to the Oil & Gas, Power Generation, Automotive, Coal Mining, Iron&Steel and Commercial Real Estate (CRE) sectors, already covered by targets, in line with the commitments undertaken by joining the NZBA and with the request for validation by the Science Based Target initiative (SBTi).

The ESG Climate Change and Reputational Risk section of the Group RAF includes:

specific limits with reference to the exposure to the coal mining and oil & gas sectors, for coal mining in particular, the limit is reviewed annually in line with the financing phase-out objective by 2025;
specific attention/KRI thresholds relating to the emission intensity (CO2eq) in terms of financed production of the counterparties belonging to the Oil & Gas, Power Generation and Automotive sectors, with the aim of complying with the commitments undertaken in the context of the Net-Zero Banking Alliance and the Science Based Target initiative;
with the aim of improving the quality of collateral residential real estate and, consequently, reducing the transition risk linked to mortgage loans, the monitoring of new disbursements divided by energy performance classes (APE certifications)
an attention threshold in relation to the Group's exposure towards sectors characterised by significant issues, especially with regard to the social dimension, in line with the ESG sectoral strategy of associated credit disincentives.

The developments carried out during 2023 will make it possible to further consolidate the section in question and expand its scope also in terms of portfolios subject to monitoring (e.g. Residential Real Estate and Commercial Real Estate).

Again within the scope of the RAF, the main limitations and exclusions to loans to sectors/counterparties most exposed to ESG risks are identified and subsequently integrated into self-regulation policies and/or company processes.

As regards the Credit Risk Appetite, an indicator that guides managers in assessing counterparties in the phase of credit origination, risk and resilience factors connected with ESG elements are taken into account.

More specifically, for Corporate and Large Corporate counterparties, the score developed internally by Intesa Sanpaolo, which evaluates the ESG characteristics of the counterparties, is integrated into the framework; in the absence of this internal score, Moody's external ESG score attributed to the counterparty is considered, while in the absence of both, the presence of environmental certifications attributable to the counterparty and its possible exposure to socio-environmental risks are taken into account. For Retail SME counterparties, the risk and resilience factor considers the presence of environmental certifications attributable to the counterparty.

ESG factors and corporate rating model

Thanks to its long-term collaboration with Confindustria Piccola Industria, an innovative rating model has been developed, validated by the ECB. In the model, social and environmental aspects can also have a positive impact, leading to an improvement in the rating. In addition to the usual economic and financial assessments, the new model aims to make it easier to access credit, with more favourable financial terms, by highlighting the intangible qualities of the business, such as trademarks, patents, quality and environmental certifications, research and development activities, innovation and digitalisation, development and competitive positioning projects, management of business risk, ownership and management and being part of a supply chain.

In 2023, following the authorisation received from the Supervisory Authority, a new release of the rating model (PD Large Corporate) was introduced which, as part of the assessment of the counterparty's credit risk, involves the strengthening of the analysis of ESG factors through the introduction of a specific module.

For Italian counterparties, the qualitative portion of the rating model also includes the assessment of aspects linked to catastrophic events based on the specific geographic area; the importance of physical risk was therefore carefully analysed by Intesa Sanpaolo, in particular as Italy is considered one of the European countries that are most exposed to the effects of climate change. Intesa Sanpaolo therefore developed an ad hoc ''CAT RISK'' module for the measurement of physical climate risk related to domestic counterparties with a corporate turnover of less than 500 million euro, assessing the risk of natural disasters potentially affecting corporate plants and equipment. The module investigates the degree of riskiness of the Italian territory at municipal level. The percentage of the area at high CAT risk is transformed and normalised in order to obtain a continuous risk level indicator for different natural calamities.

Different factors related to physical risk have been analysed and three variables were included in the final model: fires, earthquakes and floods.

The model identifies a specific impact on the company's credit standing, which goes from neutral (no CAT risk) to negative (exposed to CAT Risk). CAT risk exposure is calculated automatically; a questionnaire investigates the presence of insurance against catastrophic risks, which, if present, can neutralise the impact of CAT risk.

Inclusion of ESG factors in the credit framework

The Intesa Sanpaolo Code of Ethics requires that investment decisions and the credit policy take account of the socio-environmental risks associated with the activities of corporate customers. This commitment is also outlined in the "Rules for the environmental and energy policy", in the "Principles on Human Rights" and in the "Group Guidelines for the Governance of Environmental, Social and Governance (ESG) risks".

Intesa Sanpaolo intends to carefully consider climate and environmental risk factors in the assessment of counterparty creditworthiness, as well as in the credit granting process, ensuring that they are monitored within its portfolios.

The Bank has developed a holistic approach for the integration of ESG/Climate factors within the credit framework. In particular, the Bank has reviewed its lending processes with the aim of facilitating the transition to a more sustainable economy.

Key elements to the new credit framework include:

the definition of sector strategies which take into consideration risk and opportunity aspects;
an ESG score defined at counterparty level;
a sustainability attribute to the product/transaction.

These elements have an impact on the Risk Appetite Framework (RAF), Credit Risk Appetite (CRA), Credit Strategies and credit granting processes.

As part of the ESG Sectoral Color Coding, a classification of sectors / subsectors of economic activity was also defined based on ESG risk and opportunity characteristics in order to:

encourage the granting of loans in the case of companies operating in sectors / subsectors where there is a prevalence of opportunities or in any case neutrality in terms of risk and opportunity (with the allocation of a blue and white colour code respectively);
consider the granting of loans to companies operating in sectors / subsectors which, albeit exposed to ESG risk, are eligible to be supported for a transition with a view to ESG sustainability (with the allocation of a yellow colour code);
discourage the granting of loans to companies operating in sectors / subsectors exposed to high ESG risk and for which a transition path with a view to ESG sustainability is not feasible (with the allocation of an orange colour code);
prohibit and limit by virtue of specific internal regulations the granting of loans to companies operating in sectors / subsectors with very high ESG risk, again not susceptible to transition with a view to ESG sustainability (with the allocation of a red colour code).

The counterparty ESG score, which Intesa Sanpaolo applies to non-financial companies, is in keeping with and in integration of the sectoral assessment and also includes components relating to climate risk (with reference to the level of preparation for the management of transition and physical risks), the implementation of which on the Bank's IT systems took place in 2022 with reference to the portfolio of the Banca dei Territori and IMI Corporate & Investment Banking Divisions. The purpose is to assess the ESG profile of corporate customers, adopting the same approach across the entire portfolio, from large listed customers to small and medium-sized enterprises. The score leverages on data from external and internal sources and covers the most important indicators of risks and opportunities in the three ESG dimensions, including (but not limited to):

carbon footprint, the level of preparation for the management of physical and transition risks, water consumption, biodiversity protection (environmental dimension);
labour conditions and standards, occupational health and safety, human capital development, diversity and inclusion (social dimension);
ownership and control, structure of the Board of Directors, audit/tax/risk management, business ethics (Governance dimension).

During 2023, the proprietary ESG scoring model was further enriched to assess new portfolio segments and types of counterparties and to improve the databases used to feed the assessment model. In this regard, the scoring model was updated to capture the specificities of Project Finance and to assess the corporate customers operating in a first group of countries where the International Subsidiary Banks Division is present. Further developments are underway to assess the sustainability performance of institutional customers and to cover other Central and Eastern European countries. Concurrently, a programme was launched to collect data on Banca dei Territori corporate customers through a specific ESG questionnaire, aimed at integrating the database already available to the Group, minimising the workload for customers and the sales network and offering a positioning benchmark for all participating companies in response to the completion of the questionnaire. This benchmark enables companies to objectively evaluate their sustainability performance according to the main quantitative metrics (such as the intensity of CO2 emissions or water consumption) compared both with their respective sector average and with the average of Intesa Sanpaolo's client companies.

In 2023 Intesa Sanpaolo was awarded best bank in Europe in the "Innovation of The Year" category at the ESG Securitization Awards of the international online financial information publication Structured Credit Investor.

The award-winning banks were chosen taking into account the development of new ESG segments, the capacity for innovation in terms of structuring, the volume of transactions carried out and the active credit risk management model. Intesa Sanpaolo stood out thanks to its proprietary ESG model that provides a qualitative-quantitative assessment that analyses and classifies the ESG profile of client companies and allows to understand their positioning with respect to other Group client companies.

More specifically, the selection of the securitised portfolio was enriched by knowledge of their ESG profile, focusing on the best "class" companies, i.e. belonging to the first 3 deciles of the Score distribution for all Intesa Sanpaolo customers. The importance of having a proprietary ESG score is to be able to assess small and medium-sized companies, which do not have a market score offered by info providers and which can therefore only be assessed using an internal model.

With regard to corporate credit granting, the ESG & Reputational Risk Clearing process plays a particularly important role. It aims at the identification and assessment of potential reputational and ESG risks associated with the Most Significant Transactions (MST) and Corporate financing transactions as laid down by internal

Governance and risk management

regulations. The process is divided into two control levels: the first, overseen by the proposing structures, aimed at identifying the counterparties, projects and transactions most exposed to ESG and reputational critical issues and the second, overseen by the Enterprise Risk Management Department, aimed at assessing these critical issues and providing a risk opinion including the assignment of a risk level (from low to very high) to support the decision-making process. In 2023, approximately 284 loan transactions with corporate customers were analysed, 61% of which were classified as having a low or medium-low reputational and ESG risk level.

Transactions subject to the Equator Principles (EP)(17), international guidelines Intesa Sanpaolo complies with since 2007 (the Group currently adopts the "EP IV" standards, an updated version of the Guidelines), also fall within the scope of the ESG & Reputational Risk Clearing process. In 2023, a total of 30 loans subject to screening according to the Equator Principles reached financial approval (a total of 434 since 2007) for an overall granted value of approximately 3,889 million euro(18). The table below shows the number of projects that achieved financial approval in 2023, broken down by category(19).

	Total	Category A	Category B	Category C
Project Finance	30	3	18	9
Project related Corporate Loans	0	0	0	0

⁽¹⁷⁾ The EPs apply to the financial products described below, when they are used to support the development of new projects: Project Finance Advisory Services, Project Finance, Project-Related Corporate Loans, Bridge Loans and Project-related Refinancing and Acquisition transactions.

⁽¹⁸⁾ The amount of granted credit subject to EP screening came to 13.5% of the total granted credit for project finance transactions. (19) The EPs envisage the assignment of a risk category to the projects to be financed (A is high, B medium and C low), based on variables such as the socio-environmental characteristics of the country, industrial sector and the characteristics of the project in question. Higher-risk projects, and medium-risk projects, if necessary, are assessed by an independent advisor who identifies the main social and environmental impacts.

Non-financial and sustainability reporting focuses on key aspects that reflect the actual or potential, positive or negative impacts generated by the Intesa Sanpaolo Group's activities on the economy, the environment, and people, including the impacts on their human rights, which are capable of significantly influencing the Stakeholders' perception of it.

As well as constituting the core of non-financial and sustainability reporting, these aspects are also crucial for identifying and managing risks and opportunities, also contributing to shaping the company's strategy with regard to relevant issues for the business and its Stakeholders.

In continuity with the approach adopted for 2022 reporting, the Intesa Sanpaolo Group's 2023 materiality analysis process was conducted in compliance with GRI Standards - Universal Standards (2021). More specifically, the mapping and analysis processes of the Intesa Sanpaolo Group's impacts in the economic, environmental and social areas, including human rights, were further explored in line with the metrics defined by the 2021 GRI Standards and also reiterated by the European Sustainability Reporting Standards (ESRS).

The 2023 materiality analysis was therefore developed according to the following macro-phases, to which reference is made hereunder for further details:

Stakeholder mapping of Intesa Sanpaolo Group;
mapping of the positive and negative, actual and potential impacts on the economy, the environment and people, including human rights, generated by the activities of the Intesa Sanpaolo Group on the basis of the analysis of various sources, such as:
- national/international documentation in the ESG regulatory context;
- documentation of relevance to the sector in which the Intesa Sanpaolo Group operates;
- public documents of the Group's main competitors, at national and international level.

In addition, commitments, projects and activities carried out by Intesa Sanpaolo in the ESG area were considered, including the strategic projects set out in the 2022-2025 Business Plan, as well as specific initiatives and policies in the ESG area.

This analysis led to the refinement of the potentially relevant impacts for the Group compared to the list included in the 2022 CNFS.

Assessment of potentially relevant impacts through:
- an internal analysis based on metrics aligned with the requirements of the 2021 GRI Standards and also reiterated by the new European Sustainability Reporting Standards – ESRS;
- Stakeholder engagement, i.e. the involvement of the Intesa Sanpaolo Group's Sustainability Managers, key contacts for ESG issues identified for each Division and Governance Area, and of its stakeholders;
Aggregation of the impacts mapped in impact macro-areas, linked to the issues potentially relevant to the Group and definition and prioritisation of the issues on the basis of the consolidation of the results deriving from the Internal analysis and Stakeholder Engagement activities;
Validation of the list of material issues.

STAKEHOLDER MAPPING

The Stakeholder map represents the Group's network of relations, with which Intesa Sanpaolo exchanges views on a regular basis in order to identify and monitor their needs and prospects in relation to the impact areas deemed to be priority impact areas. The identification of the Stakeholder map represents the first phase of the periodic updating process of the materiality analysis.

IMPACT MAPPING

Intesa Sanpaolo has completed a detailed mapping of the potentially relevant impacts to the Group and its Stakeholders through an analysis that took into consideration the following elements:

external documentary sources, updated to 2023, including international indices DJSI Dow Jones Sustainability Index, Morningstar ESG Indeces, Euronext ESG Indices and CDP 2022, reference standards and reports for the reporting of sustainability performance (WEF's Global Risks Report, OECD Guidelines for Multinational Enterprises, BSR – Business for Social Responsibility, World Business Council for Sustainable Development – WBCSD), as well as further documents and reference frameworks in the field of Human Rights (UN Guiding Principles on Business and Human Rights, the Proposal for a Directive of the European Parliament and of the Council on corporate sustainability due diligence (CSDDD) and further reference regulations referred to by the ESR Standards (EU Regulation 2019/2088 – SFDR, Pillar III, Benchmark Regulation, EU Climate Law);
external documentary sources for the analysis of current trends in the banking and insurance sector, updated to 2023, including the SASB Materiality Map, RobecoSAM, S&P Global Ratings, Fitch Ratings, The OECD Guidelines in the context of institutional investment, Financial Sector - Responsible business conduct for institutional investors - Key considerations for due diligence under the OECD Guidelines for Multinational Enterprises, MSCI - ESG Industry Materiality Map, GRI – Sector Standards for the financial sector, the Supervisory Expectations of the Bank of Italy and the ECB, the Recommendations of the Task Force on Climate-related Financial Disclosures, Principles for Responsible Banking. For further information, reference is made to the paragraph Focus: the analysis of material issues in the wider context of sustainability;
detail benchmark conducted on a panel of 22 peers from the banking sector in relation to material aspects and relevant stakeholders (Sustainability Report/Consolidated Non-financial Statements and additional public documentation of other Italian and international financial groups);
internal document sources, including the 2022-2025 Business Plan, the Code of Ethics, the Consolidated Nonfinancial Statements prepared by the Group in the last three years, the communications of the top management, the minutes of the Shareholders' Meetings and company policies;
results of the involvement of the Intesa Sanpaolo Group's Sustainability managers and stakeholders.

ASSESSMENT OF POTENTIALLY RELEVANT IMPACTS

Assessment of potentially relevant impacts through internal analysis

The internal analysis was conducted on the basis of the assessment metrics defined by the GRI Standards (also reiterated in the ESRS reporting standards, applicable as of the reporting on the 2024 financial year, with reference to the definition of impact relevance) as described below:

Scale: how intense the impact is (in case of negative impacts) or the actual and/or potential benefits of the impact itself (in case of positive impact);
Scope: how extensive the impact is (e.g. in terms of number of people affected or extent of environmental damage). More specifically, the value assigned to each impact, in relation to this metric, was defined by taking into account its dissemination across the entire value chain of the Intesa Sanpaolo Group;
Irremediability: how difficult it is to mitigate or compensate for the damage resulting from the reference impact (to be considered only in reference to negative impacts);
Probability: likelihood of occurrence of the impact (to be considered in reference to the potential impacts).

In addition, in line with what is specified by the GRI Standards, in the case of potential negative impacts on Human Rights, greater weight was allocated to the severity of the impact (deriving from scale, scope and irremediability) than its probability of occurrence.

The assignment of scores to the individual impacts according to the metrics laid down by the GRI Standards was carried out taking into account the commitments, initiatives, data and objectives included in the disclosure prepared by the Group (in particular the 2022 Consolidated Non-Financial Statement and the 2022-2025 Business Plan of Intesa Sanpaolo) and therefore assessing the current and future, positive and negative contribution thereof towards the areas of impact identified.

Assessment of potentially relevant impacts through Stakeholder engagement

The second assessment phase was carried out through the involvement of the main categories of Stakeholders and Sustainability Managers of the Intesa Sanpaolo Group.

The impact assessment process entailed:

the involvement of the Sustainability Managers of the Intesa Sanpaolo Group and took into consideration the aspects, particularly in the ESG area, to which the Group paid special attention in 2023. The involvement of the Sustainability Managers took place by sharing an online questionnaire, in which each of the participants initially had the opportunity to express their own assessment on the impacts preliminarily identified for the Group. The assessments were then reviewed and re-processed, incorporating the qualitative and quantitative input collected;
the implementation of a series of Stakeholder engagement initiatives, carried out in line with the AccountAbility AA1000 standard. The engagement plan was defined in collaboration with the internal functions which have direct relations with all categories of Stakeholder on a daily basis.

The following table outlines the methods used to engage Stakeholders included in the materiality analysis, broken down into individual categories, and the summary of the aspects that emerged during the stakeholder dialogue and engagement activities:

Stakeholder category	Stakeholder	Listening method	Summary of the issues covered
Customers	Retail customers Corporate customers	Online questionnaire filled out by a sample of over 5,800 retail customers Telephone interviews with a sample of over 1,500 corporate customers	• Responsible, solid and sustainable governance, value creation and distribution for all the Group's stakeholders • Pursuit of the banking business in full compliance with the rules and principles of fairness in business • Initiatives for environmental protection and reduction of the environmental footprint of the Group's offices and branches • Commitment to promoting sustainable economic development, also in light of the international and EU objectives in the Climate Change and sustainability area. More specifically, the promotion of an economic model with low carbon emissions and based on the circular economy, through the development of a dedicated, customer-centric offering • Disbursement of loans to sections of society that would find it difficult to access credit, and provision of products with a high social impact • Attention to service quality, customer care, relationship and satisfaction • Promotion of a growth strategy geared towards digital innovation to anticipate new trends and be competitive on the market • Commitment to asserting its role as a digital company through an advanced multichannel platform aimed at ensuring an innovative, safe and effective offer • Commitment to guaranteeing IT security to its customers • Sustainability-conscious investments and integration of sustainability issues in the conduct of the insurance business • Talent development, development of internal skills, evaluation and incentive systems, regular training plans, diversity management • Support to the community and commitment to culture through solidarity initiatives with projects carried out in partnerships, donations and sponsorships, promotion of art and culture in Italy and abroad
Environment/ Community	Representative figures / reference experts	Questionnaires and virtual one-to-one interviews with representative figures of the Community and the territory	• Environmental aspects, particularly in relation to the transition to a Green and Circular economy, climate change and environmental protection • Evolution of the regulatory environment (e.g. EU Taxonomy, SFDR) and the potential impacts on organisations • Ability to promote a systemic approach towards the achievement of the Sustainable Development Goals (SDGs) defined in the context of the United Nations • Climate change (e.g., carbon compensation, carbon neutrality) • Reference opportunities linked to the National Recovery and Resilience Plan • Leading role of the Intesa Sanpaolo Group on ESG issues • Importance in communicating the results achieved and the objectives set in the sustainability and ESG area • Main challenges and strengths of the Intesa Sanpaolo Group for the implementation of the Business Plan with a focus on the ESG area • Importance of diversity and inclusion within the workplace • Relevance of the concept of Innovation and related satisfaction of customer needs • Customer loyalty • Support for SMEs in the sustainability area • Contribution to the promotion of innovation processes for the third sector • Educating new generations on sustainability issues
Shareholders/ Investors	SRI investors	Analysis of the main questions asked by the ESG Investors of the Intesa Sanpaolo Group	• Environmental aspects, particularly in relation to the transition to a Green and Circular economy, environmental protection, biodiversity, climate change and the Net Zero objectives of the Intesa Sanpaolo Group, with special attention to the main challenges related to the development of targets and the quality of the available data • Dialogue with corporate customers of the Intesa Sanpaolo Group (e.g. transition plans) • Retention, enhancement, diversity and inclusion of the Group's people (e.g. turnover rate, gender diversity, etc.) • Gender pay gap • Modern slavery Act • Introduction of a short working week • Exposure to ESG-sensitive sectors

	Materiality analysis and Stakeholder engagement

Stakeholder category	Stakeholder	Listening method	Summary of the issues covered
Shareholders/ Investors	Small shareholders	Virtual one-to-one interview	• Importance of financial education and dissemination of ethical finance principles for young generations • Fight against low birth rates and the ageing of the Italian population, including through incentives for childbirth (e.g. "Newborn" credit fund in the ABI) • Promotion of incentives for entrepreneurial initiatives launched by non EU citizens • Extension of training activities including to customers of the Intesa Sanpaolo Group
People	Group's people, in Italy and abroad	Survey aimed at listening to the opinions and needs of the Group's people by providing questionnaires on an internal climate survey and questions relating to sustainability issues to over 72,000 Group's people	• Assessment of the perception of the Group's image from the customers' point of view, based on individual professional experiences • Attention and care of employment levels in restructuring processes • Recruitment of young people • Assessment of the variables related to personnel enhancement (e.g. sense of pride and belonging, merit recognition, autonomy and financial recognition) • Talent development and retention • Assessment of the training and professional growth opportunities provided by the Intesa Sanpaolo Group • Employee well-being (flexibility and work-life balance, relationship with colleagues and managers) • Job satisfaction of Intesa Sanpaolo Group people • Evaluation of the transparency and objectivity of the performance assessment systems • Assessment and knowledge of the Policies applied by the group (e.g. Diversity and Inclusion) • Assessment of customer satisfaction on aspects such as the reliability, transparency and clarity of the Intesa Sanpaolo Group's procedures • Intesa Sanpaolo Group ESG initiatives and products
	Trade unions	Virtual focus group with 15 trade union representatives	• Employment protection and future, including in consideration of the service digitalisation trend • Community support • Financial inclusion • Reporting of non-financial information • Environmental issues and biodiversity • Ecological transition, importance of the use of renewable energies and promotion of sustainable mobility for employees • Youth unemployment level in the South • Gender pay gap

During the engagement activities, in addition to requesting assessments from Stakeholders about the potentially relevant impacts for the Intesa Sanpaolo Group, questions were asked regarding (i) the evolution of the regulatory environment and how this influences the activities of the Intesa Sanpaolo Group, (ii) the disclosure of the results achieved by the Intesa Sanpaolo Group and the objectives set in the sustainability area and (iii) the main future challenges and strengths of the Intesa Sanpaolo Group for the implementation of the Business Plan, with reference to ESG areas. Stakeholder engagement activities are documented by way of reports drawn up in collaboration with the parties concerned and managed by an independent third party. The topics proposed to individual Stakeholders relate to different aspects of sustainability, not limiting the listening process to the issues traditionally connected with each category, thereby encouraging broader discussions and new perspectives.

DEFINITION AND PRIORITISATION OF MATERIAL ISSUES

The impacts assessed through internal analysis and stakeholder engagement were then aggregated into impact macro-areas and traced back to any potentially relevant issues for the Intesa Sanpaolo Group. Finally, the analysis of the outcomes of the two assessment activities made it possible to define a prioritised list of issues, represented below alongside the key ESG issues of the new 2022-2025 Business Plan.

Ranking	Prioritized 2023 material issues	Key ESG topics of the 2022-2025 Business Plan	Legend Key ESG and climate topics of the 2022-2025 Business Plan
1	Transition to a sustainable, green and circular economy		Unparalleled support to address social needs
1	Group value and solidity	cross	Strong focus on financial inclusion
3	Climate change		Continuous commitment to culture
4	Integrity in corporate conduct	cross	Promoting innovation
4	Financial inclusion and supporting production		Accelerating on commitment to Net-Zero
6	Quality of service and customer satisfaction		Supporting clients through the ESG/climate transition
6	Innovation, digital transformation and cybersecurity		Our People are our most important asset
8	Sustainable investments and insurance
9	Retention, enhancement, diversity and inclusion of the Group's people
10	Health, safety and well-being of the Group's people
10	Employment protection
12	Community support and commitment to culture

In 2023, the material issues identified in 2022 in response to the requests contained in Italian Legislative Decree no. 254/2016 were confirmed. It should be noted, however, that the analyses conducted resulted in the Integrity in corporate conduct issue rising up in the ranking. Indeed, it was considered that the impacts associated with the issue are widespread throughout the value chain of the Intesa Sanpaolo Group and involve all of its Stakeholders, thereby contributing to defining the cross-cutting nature of Integrity in corporate conduct, which is the prerequisite for the correct management of the activities carried out by the Group both from a strategic point of view, for the preservation of a competitive economic environment, and with regard to the protection of the rights of the Group's people and of the entities upstream and downstream of the value chain.

Below is a high-level mapping, which emerged from the preliminary analysis activities and submitted to internal and external assessment, of the impacts generated or that may be generated by the Group – grouped by each material issue and divided into positive and negative.

Material issues	Impacts generated or that may be generated by the Intesa Sanpaolo Group (potential/actual - positive/negative)
	Positive	Negative
Transition to a sustainable, green and circular economy	• Support to private individuals and companies in the ESG / Climate transition through the credit granting / financing process and the composition of the portfolio with reference to companies considered environmentally and socially virtuous, development of investment and insurance products and selection of sustainable investment targets • Contribution to natural capital protection activities through the launch of reforestation projects • Contribution to the protection of biodiversity through the provision of funding to sectors and activities that promote environmentally friendly practices	• No or partial influence on private individuals and companies in the ESG / Climate transition through the credit granting / financing process and the composition of the portfolio with reference to companies considered environmentally and socially virtuous, development of investment and insurance products and selection of sustainable investment targets
Group value and solidity	• Contribution to the growth of the national economy and the country's economic, social and environmental development and of the welfare system through compliance with the applicable tax regulations • Maximisation of the efficiency of value generation and distribution processes and related distribution to shareholders/stakeholders (for example, employees and suppliers)	• Potential reduction in the efficiency of the value generation processes of the organisation, with negative consequences in terms of redistribution of value to shareholders/stakeholders
Climate change	• Promotion of energy efficiency initiatives and the use of renewable energy within the organisation with consequent reduction in atmospheric emissions • Progressive reduction of emissions of greenhouse gases and other ozone-depleting gases through by joining the Net-zero alliances (including the Net Zero Banking Alliance) and attention to the issue in the provision of loans and in the composition of the loan and investment portfolio	• Contribution to climate change through direct and indirect greenhouse gas emissions, also as a result of the potential increase in energy consumption
Integrity in corporate conduct	• Dissemination of a conscious and adequate culture of ethics and human rights by management, employees, business partners, value chain workers and other stakeholders • Prevention of money laundering and corruption and disincentives to anti-competitive behaviour • Promotion of transparency through compliance with applicable tax regulations and the strengthening of the internal tax risk control system	• Potential cases of non-compliance and human rights violations within the organisation and along its value chain, including the supply chain
Financial inclusion and supporting production	• Contribution to financial inclusion and credit access opportunities through the dissemination of financial culture, development of products dedicated to the most vulnerable social categories and the constant continuation of projects in favour of educational inclusion and social mobility, contributing to the ability of customers to meet their primary needs • Credit support to the Third Sector and non-profit organisations to promote local initiatives • Contribution to urban regeneration through the provision of loans	• Poor accessibility/financial discrimination for the most vulnerable social groups and potential reduction of projects in favour of educational inclusion and social mobility
Service quality and customer satisfaction	• Greater customer satisfaction through the high quality of the services provided	• Reduction in customer satisfaction due to potential ineffective/inefficient management of disputes/complaints, of the customer relationship and any inefficiencies in the services provided, including from a technological point of view

EMARKET SDIR
CERTIFIED

Material issues	Impacts generated or that may be generated by the Intesa Sanpaolo Group (potential/actual - positive/negative)
	Positive Negative
Innovation, digital transformation and cybersecurity	• Support for the growth of companies and start-ups, • Breach of IT systems/intentional and/or the development of innovation ecosystems and unintentional compromise of data and privacy digital development and innovation programmes violation involving confidential information to the with impacts on the economy and society detriment of the organisation and with related • Acceleration of business transformation and direct and indirect impacts on the external support for the long-term development of context companies • Potential failure to promote and manage • Spread of an innovation-driven mentality/culture innovation and digital transformation processes, with events and new educational formats with possible customer dissatisfaction and/or possible loss of market segments.
Sustainable investments and insurance	• Contribution to sustainable development through • No or partial influence in sustainable specific investment and insurance instruments, development processes through specific with positive impacts in the economic, investment instruments, with negative environmental, social and governance repercussions for the economic, environmental, dimensions social and governance dimensions
Retention, enhancement, diversity and inclusion of the Group's people	• Support for training and skills development and • Potential loss of appeal as an employer as a enhancement of the potential and uniqueness result of non-compliance with ethical principles of the Group's people, including through the and behaviours within the Group definition of talent management and development • Potential for increased turnover and loss of key programmes know-how and skills • Promotion of an environment open to Diversity & Inclusion, thanks to dedicated initiatives and attention to gender equality opportunities • Creation of job and professional development opportunities inside and outside the Group • Increase in company retention also through employee benefits/ welfare and family support • Increase in company retention through the competitive remuneration of the Group's people based on merit recognition • Contribution to the development of young talent through partnerships with national and international Universities and Business Schools; collaboration with the IT and tech sector communities, often with a focus on the female gender
Health, safety and well-being of the Group's people	• Higher psycho-physical well-being of the Group's • Lower psycho-physical well-being of the Group's people (e.g. reduction of accidents/occupational people (e.g. increase in the rate of accidents and diseases) occupational diseases) • Parental leave support • Improved work/life balance through specific policies and initiatives
Employment protection	• Ensuring the right to free association of the • Increase in turnover also due to a deterioration in organisation's employees the professional/personal dignity of employees • Contribution to the fight against forced and/ • Potential conflicts with trade union organisations or child labour within the organisation and its and deficiencies in the application of the right to supply chain collective bargaining • Greater retention of workers as a result of the full protection of the rights of the Group's people, employment protection and attention to professional/personal dignity
Supporto alla comunità e impegno per la cultura	• Contribution to the development of infrastructures • Contribution to the worsening of the conditions and services supported locally, including through of the reference community through support for investments and initiatives in the social and activities and projects that are potentially harmful cultural field from an environmental and/or social point of view • Contribution to the well-being and support of local communities through donations and in-kind contributions • Support to the social needs of the community including through the development of partnerships and initiatives • Fostering youth education and employability • Promotion of the development of social housing units for youth in Italy and care facilities for the elderly • Constant promotion and development of culture

VALIDATION OF MATERIAL ISSUES

All issues, assessed in terms of their positive and negative impact on internal and external Stakeholders, the company structures, and on the basis of potential associated business risks/opportunities, were deemed to be material and were reported and analysed in depth in this document.

The reporting scope for each of the issues is specified on pages 393-394. The list of material issues was shared with the Steering Committee and with the Risks and Sustainability Committee, which forms part of the Board of Directors

FOCUS: ANALYSIS OF MATERIAL ISSUES IN THE WIDER CONTEXT OF SUSTAINABILITY

The results were examined in terms of their consistency, including with a context analysis on general sustainability issues and a sector analysis at national and international level. This analysis was also updated through the critical reading of the most relevant ESG documents published in 2023.

RISKS AND OPPORTUNITIES AT NATIONAL AND INTERNATIONAL LEVEL
Material issue	RISKS AND OPPORTUNITIES	National and international trends and objectives
Transition to a sustainable, green and circular economy	• Risks related to climate change • Management of reputational and ESG risks in loans and insurance products • Transition from fossil fuels	• Support to the growth of demand and supply of low carbon products and services • Increase in Italian companies' green competitiveness • Support to loans for environmental projects • Growing focus to the circular economy, as well as to the protection of biodiversity and ecosystem services • Transition to a sustainable economy through a collaborative network and the promotion of circular development models • Dissemination of the environmental protection culture • Promotion of "Just Transition" processes in order to ensure a socially fair transition towards a sustainable, green and circular economy
Group value and solidity	• Credit quality • Efficient use of capital and diversification • Attraction of sustainability aware investors • Management of business, ESG and reputational risks • Changes in the organisational structure • Shareholders / investors / analysts' interest • Constant regulatory developments in the ESG/compliance area • Management of crisis events and macroeconomic developments • Business continuity	• Globalisation and competitiveness • Evaluation of long-term scenarios including climate-related risks and opportunities • Promotion of transparent, efficient and ESG friendly financial markets • Dissemination of ESG values and culture • Assessment of the financial implications linked to ESG impacts • Integration of ESG issues into strategic business planning processes • Growing focus on corporate resilience and business continuity
Climate change	• Risks related to climate change • Operational protection in risk situations • Fluctuation of energy costs and related impacts on business costs and investments • Transition from fossil fuels	• Increase in global average temperature • Sea level rises and increase in their temperature • Increased frequency of extreme weather events • Adverse impacts for biodiversity and competition for natural resources • Increased set of regulations applicable nationally and internationally • Identification, management and reporting of governance, strategy, climate risk management, climate-related objectives promoted by the TCFD • Reduction and reporting of atmospheric emissions to combat climate change • Responsible use of energy and natural resources (including correct waste management with a view to circularity) • Clean and accessible energy and water • Promotion of actions aimed at mitigation and adaptation to climate change

EMARKE SDIR
CERTIFIED

Material issue	RISKS AND OPPORTUNITIES	National and international trends and objectives
Financial inclusion and supporting production	• Financial inclusion • Support to SMEs • Management of reputational and ESG risks in loans • Damage to reputation and brand • Consistency with customer needs • Regulatory compliance (including with reference to selling practices and product labelling)	• Increased levels of financial education including in terms of sustainability • Integration of ESG risk factors into credit management • Actions to eradicate poverty • Support for young people and the production sector
Quality of service and customer satisfaction	• Proximity to the customer and operational streamlining • Product innovation and service models • IT risk • Unfair commercial practices • Reputational risks associated with the application of ESG factors/ criteria and brand • Customer dissatisfaction • Disputes and complaints	• Growth in bank deposits and increase in loans, due to or in relation to the uncertainty linked to the pandemic context • Business continuity and consumer satisfaction • Reorientation of the financial system towards an offer that incorporates the ESG criteria • Customer health and safety • Service digitalisation • Multichannel services and customised offering • Growing interest in cryptocurrencies and non-fungible tokens (NFTs)
Innovation, digital transformation and cybersecurity	• Compliance and data breach risk management • Service quality • Privacy • IT risk • Market and services diversification • Disputes and complaints • Damage to reputation and brand	• Digital transformation/Digital identity, online payments and billing • New technologies to ensure greater accessibility, effectiveness and excellence in the services provided • Digital customer experience • Dissemination of the use of Home Banking services • Increasing attention to the development and continuous improvement of data governance processes, cyber-attack prevention and IT infrastructure resilience • Distribution of artificial intelligence, blockchain, DLT and robotics
Integrity in corporate conduct	• Corruption prevention • Compliance and data breach risk management • Investments in sensitive sectors • Fight against organised crime • Group's positioning and reputation	• Spread of organised crime • Incentive of ethical conduct • Fight against active and passive corruption • Protection of free competition • Compliance with labour laws • Privacy, Cyber & data security • Anti-Money Laundering • Fraud prevention
Sustainable investments and insurance	• Offer diversification • Management of reputational and ESG risks in investments and in relation to insurance products • Damage to reputation and brand • Consistency with customer needs • Regulatory compliance (including with reference to selling practices and product labelling)	• Investors' attention to ESG aspects and to the measurement of the sustainability of investments, also as tools to combat climate change • Customer satisfaction with asset management by financial operators • Integration of ESG risk factors into investment management and insurance activities • Promotion of sustainable lifestyles • Dissemination of ESG integration practices negative/positive screening, impact investing • Growing focus on sustainability reporting for financial services
Retention, enhancement, diversity and inclusion of the Group's people	• Talent attraction and retention • Investments in training • Diversity, equity & inclusion management • Enhancement of human resources • Damage to reputation and brand	• Incentive of the banking consultant's proactivity for the dissemination of ESG products • ESG criteria in the incentivisation and inclusion of employees • Gender diversity, equity and inclusion • Dissemination of periodic performance evaluation models integrated with ESG elements • Professional mobility
Health, safety and well-being of the Group's people	• Company welfare initiatives • Work-life balance and flexibility • Management of employees' health and safety risks • Employee satisfaction • Damage to reputation and brand • Business continuity	• Attention to company climate • Attention to employees' health and safety • Dissemination of welfare and well-being practices • Application of protocols for the prevention and mitigation of biological risks

Material issue	RISKS AND OPPORTUNITIES	National and international trends and objectives
Employment protection	• Employment • Labour law risks • Changes in the organisational structure • Lifelong learning • Disputes	• Consultation and inclusion of employees • Continuity of employment/Welfare, well-being and social safety nets • Growing digitalisation and distribution of hybrid ways of working • Job mix transformation • Increasing work mobility and competition for the best talents
Community support and commitment to culture	• Brand enhancement • Group's leadership in society for the dissemination of the sustainability culture • Promotion and measurement of activities with high social impact • Support for activities in sensitive sectors and reputational risk • Management of current socio demographic changes • Damage to reputation and brand	• Social and economic development of local communities • Strengthening cooperation to achieve global sustainable development goals • Dissemination of social finance instruments • Increase in social inequalities • Rising average age of the population

Sustainable value creation and business integrity

Group value and solidity

BUSINESS MODEL

VISION AND VALUES

GOVERNANCE

STRENGTHS

Very strong balance sheet
A European leader in terms of cost/income ratio
Leader in risk management
Excess liquidity reserves
ESG leader
Excellent offer
Excellence in human resource management
High number of customers
Capital in excess of regulatory requirements

STRATEGIC PRIORITIES

Being a Zero-NPL Bank
Obtaining increasing and sustainable profitability
Strengthening leadership in terms of overall risk profile
Being among the best European banks in terms of efficiency
Being the #1 Bank in Italy in all banking products and the European leader in Wealth Management & Protection services
Selective growth in international business
Tech-enabled process streamlining
Guaranteeing the best customer relationship from a multi-channel perspective
Being the #1 Bank in the world in terms of ESG leadership
Leading positions in the main sustainability indices

OUR FORMULA FOR SUCCESS

1 Massive upfront derisking, slashing Cost of risk

2 Structural Cost reduction, enabled by technology

3 Growth in Commissions, driven by Wealth Management, Protection & Advisory

4

Significant ESG commitment, with a world-class position in Social Impact and strong focus on climate

Our People are our most important asset

OUTPUT / OUTCOMES

Solid and sustainable value creation and distribution while maintaining a high capital base and a strong ESG focus
Medium-long term loans to households and businesses
Support for categories who find it difficult to access credit
Human resources development
Development of partnerships with suppliers
Contribution to the community's needs
Improvement of customer relationships
Product and service model innovation
Exemplary model in terms of social and cultural responsibility
Support to combat climate change

SOCIO-ECONOMIC CONTEXT

THE 2022-2025 BUSINESS PLAN

Despite the negative effects on the real economy arising from the pandemic crisis and the recent conflict in Ukraine, Intesa Sanpaolo has demonstrated its ability to achieve significant results in recent years as well, generating value for all stakeholders.

Today, Intesa Sanpaolo is one of the leading players in the industry and is well positioned to be able to make the most of market opportunities, thanks to the distinctive skills acquired over the years, its well-established international network, continuous technology and digital investments, its leading ESG position and a streamlined operating model that has already repeatedly demonstrated its ability to evolve proactively by anticipating new market dynamics.

The Group has proven to be a well-oiled operational structure, systematically achieving its objectives. Furthermore, the change in the interest rate scenario, the Bank's high strategic flexibility in managing costs and the massive deleveraging already achieved are driving forces for further growth, even in the currently highly complex environment.

Intesa Sanpaolo has long stood out for its role in the ESG area, where it features among the global best practices on the social component, and strives to strengthen this leadership on all dimensions of the ESG paradigm. The Group will continue support the community, with a focus on the most vulnerable categories, at the same time renewing its Net-Zero commitment, and supporting the energy transition in order to balance environmental and social needs.

The Group's ambition is to be a Wealth Management, Protection & Advisory leader in Europe, distinguished by zero NPLs, a strong digital push and a focus on commissions, while continuing to excel in ESG and offering the best professional experience for its People.

With the 2022-2025 Business Plan, the Bank, in addition to providing its People with the best professional experience, has set itself the goal of continuing to generate value for all stakeholders and at the same time building a profitable, innovative and sustainable bank.

The main industrial initiatives of the 2022-2025 Business Plan continued to be developed during 2023 (see 2023 Financial Statements, page 46), whose objectives will be achieved through a strategy centred on four fundamental Pillars of the Plan and implemented thanks to the quality of the Bank's people:

• Massive upfront de-risking, slashing cost of risk:

Intesa Sanpaolo has always proactively and prudently managed its risk portfolio and has been able to successfully navigate the different crises of recent years. With the 2022-2025 Business Plan, the Group pursues a structural de-risking strategy, which was mostly launched during the previous Business Plan, placing it among the best in Europe in terms of non-performing loan ratio and stock (Zero-NPL Bank) with a consequent net drop in the cost of risk.

Structural cost reduction, enabled by technology: Intesa Sanpaolo is already a reference model in terms of operating efficiency and cost management, thanks to its constant monitoring procedures and high flexibility which have led the Bank to become very efficient, while maintaining a significant level of investments to support growth. The next challenge will be to further strengthen the competitive advantage in cost management and become the undisputed European leader in terms of operating efficiency.
Growth in commissions, driven by Wealth Management, Protection & Advisory: Intesa Sanpaolo has already attained leadership status in the Wealth Management, Protection & Advisory sector in Europe, with a growing focus on fee-based business, thanks to its distinctive fully-owned product factories in asset management, life insurance and protection sector, selective strategic acquisitions in selected markets, dedicated partnerships in the payments business and a well-established international network. To further strengthen its leadership in Wealth Management, Protection & Advisory, Intesa Sanpaolo will continue to leverage the specialist expertise acquired and its network of highly qualified product specialists, investing in dedicated tools and platforms to provide customers with an innovative offering and a highly personalised level of service.
Significant ESG commitment, with world-class positioning in social impact and strong focus on climate: For more information on the action areas in the ESG sphere, see page 266.

Over the period of the 2022-2025 Plan, Intesa Sanpaolo will continue to generate value for all its stakeholders, once again fulfilling the commitments undertaken with its Shareholders and its People and contributing to the country's economic, social and environmental development.

Sustainable value creation and business integrity

These objectives are detailed in the various sections of the document, together with the progress achieved during 2023. These include:

Stakeholders	Benefits	2023 results	Plan Objectives for 2025 2022-2025 Cumulative value
Shareholders	Net income Dividends	ƒ 7.7 billion euro of Net income in 2023 (+76% vs 2022()) ƒ 5.4 billion euro of cash dividends for 2023, equal to a cash payout ratio of 70%() and 12% dividend yield() + buyback equivalent to ~55bps of the CET1 ratio which is intended to be launched in June 2024(**)	ƒ >5 billion euro of Net income in 2022, 6.5 billion euro in 2025 ƒ >22 billion euro distributed to Shareholders for the 2021-2025 period (annual payout ratio of 70%, combined with an additional buyback of 3.4 billion euro in 2022)
Households and businesses	New medium/long-term credit granted to the real economy	~60.4 billion euro (141.8 billion euro since 2022) of which ~40.3 billion euro in Italy (98.7 billion euro since 2022)	~328 billion euro of which 285 billion euro in Italy
Employees	Personnel expenses	~7.0 billion euro (13.7 since 2022)	~26.5 billion euro
Suppliers	Purchases and investments	~4.4 billion euro (8.9 since 2022)	~17 billion euro
Public sector	Direct and indirect taxes	~4.6 billion euro (7.8 since 2022)	~15 billion euro

(*) Restated for the application of IFRS 17 and IFRS 9 by the Group's insurance companies.

(**) As anticipated in the 2022-2025 Business Plan. 2.6 billion euro paid as interim dividend on 22.11.23.

(***) Based on the average ISP security price in 2023. Subject to shareholder approval.

(****) Subject to ECB and shareholder approval.

ECONOMIC AND FINANCIAL PERFORMANCE AND DISTRIBUTION OF THE VALUE GENERATED

ECONOMIC AND FINANCIAL PERFORMANCE(1)

The year 2023 ended with consolidated net income up by over 76% to 7,724 million euro. The improvement was supported by the positive performance of operations, particularly on the revenue side, and by lower adjustments to loans, which almost halved compared to 2022. Indeed, during the year, on the one hand, adjustments were recorded relating to risk, mainly credit risk, to Russia and Ukraine for a total of 1,415 million euro before tax; on the other hand, adjustments were made to performing loans of a gross amount of 1,174 million euro, which included components referring to management overlays and de-risking actions, only partially mitigated by the recoveries in overlays to cover the vulnerability of moratoria (721 million euro).

On the revenue side, operating income rose to 25,138 million euro (+17.2% vs 2022), driven by the positive performance of net interest income. The latter grew by 54.2% to 14,646 million euro, supported in particular by interest on customer dealing and interest on financial assets in the portfolio. The net interest income performance more than offset the decreases in other revenue items. Net fee and commission income fell by 4% to 8,558 million euro, affected by market volatility; income from insurance business remained essentially stable at 1,666 million euro (-0.5%); profits (losses) on financial assets and liabilities designated at fair value recorded a decline of 78.4% to 298 million euro, to be interpreted together with the increase in the net interest income, with reference to transactions in certificates; other net operating income/charges decreased to -30 million euro (-32 million euro in 2022), by virtue of increased profits on investments carried out at equity.

In the inflationary environment of 2023, operating costs rose by 3.6% to 11,329 million euro. In detail, personnel expenses increased by 3.5% to 6,981 million euro: within this component, the positive effects of the reduction in the average workforce only partially offset the salary adjustments resulting from the renewal of the national collective bargaining agreement. Administrative expenses also increased by 3.1% to 3,002 million euro, although with contrasting movements among the various captions. Amortisation and depreciation also increased by 5.2% to 1,346 million euro, mainly attributable to intangible assets, essentially investments in technology.

⁽¹⁾ The comments, unless otherwise specified, are based on the data of the reclassified statements published in the 2023 Consolidated Financial Statements of the Intesa Sanpaolo Group. It should be noted that, despite the application, as of 1 January 2023, of IFRS 17 Insurance Contracts and IFRS 9 Financial Instruments (following the end of the "Deferral Approach" regime) by the Group's insurance companies, it was ensured that the reclassified schedules were in line with the approach adopted in the previous financial periods, for both the captions of the Balance Sheet and those of the Income Statement. In line with the change of the comparison data in the consolidated financial statements due to the retrospective application of the two standards as of 1 January 2022, the comparative data in the reclassified schedules have also been restated on a like-for-like basis. Amounts are in millions of euro. For additional details or information, see the 2023 Consolidated Financial Statements of the Intesa Sanpaolo Group.

The revenue and cost performance described above resulted in an improvement by 31.4% to 13,809 million euro in the operating margin, while the cost/income ratio fell by almost 6 percentage points, from 51% to 45.1%.

Net adjustments to loans more than halved to 1,529 million euro, from 3,113 million euro in 2022, which included, among others, the valuation effects of exposures to Russia and Ukraine amounting to 1,298 million euro (in 2023, recoveries totalling 206 million euro were recorded).

The 2023 consolidated income statement also recorded:

other net provisions and net impairment losses on other assets of 570 million euro (270 million euro in 2022); The increase concerned both other net provisions (to the provision for risks and charges), which went from 106 million euro to 256 million euro (of which 114 million, in addition to the 80 million already allocated in December 2022, posted on consolidation of the investee Banca Intesa Russia in order to write off its equity contribution to the consolidated financial statements against the profit accrued during the year), and net impairment losses on other assets, up from 164 million euro to 314 million euro, which include 117 million euro attributable to valuations of the credit risk component relating to securities in the portfolio, in addition to some components recognised in the fourth quarter for de-risking purposes;
other income (a caption which includes realised profits/losses on investments, equity investments and financial assets at amortised cost other than loans, as well as income and expenses not strictly linked to operations) amounting to 348 million (202 million in 2022); The item shows capital gains of 116 million euro from the sale to Nexi of the PBZ Card acquiring business line and 192 million euro from the sale of the equity investment in Zhong Ou Asset Management.

Following these entries, gross income amounted to 12,058 million euro, an increase of 64.6%.

The change in the taxable base led to an increase in taxes on income to 3,438 million euro (+65.3%), despite having benefited from 352 million euro following the recognition of deferred taxes relating to previous losses of the former UBI Banca. Net of tax, charges for integration and exit incentives were recorded of 222 million euro (140 million euro in 2022), together with the negative economic effects of the purchase price allocation of -161 million euro (-146 million euro in 2022).

The amount of charges aimed at maintaining the stability of the banking industry continued to be high, albeit decreasing: 485 million euro (706 million euro before tax) against the comparison figure of 576 million euro (836 million euro before tax) recorded in 2022.

With reference to balance sheet aggregates, as at 31 December 2023 loans to customers totalled 429.5 billion euro, down by 3.9% compared to the previous twelve months. The performance was driven by commercial banking loans, which decreased by 4.2% to 402.1 billion euro: the sector was indeed affected by the rise in interest rates, which slowed down demand from both businesses and households, particularly with reference to medium-long term loans. By virtue of the continuous de-risking actions, net non-performing loans fell below 5 billion euro (-9.7%) while their incidence remained stable at 2.3% in gross terms and 1.2% in net terms(2). Their coverage ratio improved to 49.8%, from 48.4% at the end of 2022.

On the funding side, at the end of 2023 the Group's direct deposits from banking business were up by 5.6% to 576.1 billion euro. Mirroring the ongoing trend at industry level and despite the recovery in the fourth quarter, current accounts recorded a decrease by 5.8% to 407.9 billion euro; their performance was largely offset by the positive growth of bonds, up 49.6% to 78.3 billion euro, by virtue of a major funding plan that enabled the Group to strengthen the buffers available with respect to the MREL requirements. Other funding also showed growth (+41.2% to 62.4 billion euro), in particular that measured at fair value, almost entirely represented by investment certificates (+80.4% to 29.9 billion euro).

Direct deposits from insurance business remained essentially stable at 172.7 billion euro (-0.5% compared to December 2022). The positive performance of insurance liabilities (+1.9% to 119.8 billion euro) was offset by the reduction in financial liabilities designated at fair value (-5.1% to 51.4 billion euro), fully represented by unit-linked investment contracts, and other insurance funding at amortised cost (-22.6% to 1.5 billion euro), which include subordinated liabilities.

Indirect customer deposits closed 2023 with a stock of 722.2 billion euro, up by 10%. The trend was driven primarily by assets under administration, up 22.8% to 278.2 billion euro; assets under management, on the other hand, stood at 444 billion euro, showing a recovery of 3.2%, essentially concentrated in the fourth quarter by virtue of the positive performance of the markets.

⁽²⁾ Based on the EBA definition, as at 31 December 2023 the proportion of non-performing loans fell to 1.8% in gross terms and 0.9% in net terms (respectively, 1.9% and 1% at the end of 2022).

In a scenario of general concern surrounding the continuing conflict between Russia and Ukraine and the aggravation of tensions in the Middle East region, characterised by prospects of a moderate slowdown in the real economy, expected progress in inflation reduction and desired reductions in interest rates, an increasingly careful monitoring of the factors that allow to pursue sustainable profitability is required: high liquidity, funding capacity, low leverage, adequate capitalisation and prudent asset valuations.

At the end of 2023 the Group's liquid assets amounted to 307 billion euro, 202 billion of which readily available (net of haircut). Both regulatory indicators – Liquidity Coverage Ratio and Net Stable Funding Ratio – were met in full. As at 31 December 2023, loan transactions with the ECB to optimise the cost of funding and support the investments of corporate customers amounted to 45 billion euro.

Funding sources were stable and well diversified with the retail component making up 78% of direct deposits from banking business, including securities issued.

In 2023, wholesale medium/long-term funding came to 22.4 billion euro, and included Tier 2 benchmark transactions of one billion euro, green senior non-preferred bonds of 2.25 billion euro and 600 million pounds, green senior preferred bonds of 2.25 billion euro, social senior preferred bonds of 750 million pounds, senior preferred bonds of 5.5 billion euros and 4.25 billion dollars, senior non-preferred bonds of 1.5 billion dollars, covered bonds of 1.25 billion euro and Additional Tier 1 bonds of 1.25 billion euro (91% of which were placed with foreign investors).

The leverage ratio as at 31 December 2023 was equal to 5.8%.

The Group's capital base remains high and well above regulatory requirements. At the end of 2023 – deducting from the capital 2.6 billion euro of interim dividends paid in November 2023 and 2.8 billion euro of proposed 2023 remaining dividends, the Common Equity Tier 1 ratio (i.e. the ratio between Common Equity Tier 1 and total weighted assets) stood at 13.7%.

Indicators [millions of euro]	2023	2022
Loans to customers	429,540	446,854
Direct deposits from banking business	576,136	545,386
Direct deposits from insurance business	172,746	173,672
Equity attributable to the shareholders of the Parent	63,963	61,103
Consolidated net income	7,724	4,379
Dividends	5,408	3,046
Average market capitalisation	45,144	38,433
Total assets	963,570	974,587
Economic value generated	25,903	20,655
Economic value distributed	-20,583	-16,196

Comparative figures restated, where necessary and material, considering the changes in the scope of consolidation and discontinued operations.

CALCULATION AND DISTRIBUTION OF ECONOMIC VALUE

The economic value generated by the Group during the year is calculated in accordance with ABI (Italian Banking Association) instructions and consistent with international reference standards. The calculation is made by reclassifying consolidated income statement items recorded in the financial statements, as required under Bank of Italy Circular 262.

The economic value generated, which rose to 25.9 billion euro in 2023, came from net income from banking and insurance activities – which therefore takes into account the impairment losses on loans and other financial assets – plus the realised gains and losses on investments in associates and companies subject to joint control, investments and other operating income. The economic value generated expresses the value of the wealth produced, most of which is distributed among the stakeholders with which the Group interacts in various ways on a day-to-day basis. In detail:

• employees and other staff benefited from 32% of the economic value generated, for a total of around 8.2 billion euro. In addition to staff pay, the total also includes payments to the network of financial advisors, the remuneration paid to the financial advisors of the Private Banking Division, and the insurance service costs arising from the insurance contracts issued related to personnel expenses;

suppliers received 12% of the economic value generated, for a total of 3 billion euro in payments for goods and services;
the Government, Organisations and Institutions, and Community recorded a total flow of funds of around 3.7 billion euro, equivalent to 14% of the economic value generated, of which 1.2 billion euro referring to indirect taxes and duties, and over 700 million euro to levies and other charges concerning the banking industry, consisting of contributions to resolution and guarantee funds. Numerous social and cultural initiatives and other actions were also undertaken to support the charity funds and issue disbursements by way of social and cultural contributions;
over 22% of the economic value generated was allocated to Shareholders, holders of equity instruments and third parties, largely attributable to dividends, for a total amount of close to 5.8 billion euro. Specifically, the proposed remaining dividend is 2,779 million euro, in addition to the 2,629 million euro interim dividend paid in November 2023, for a total of 5,408 million euro from the 2023 net income. For more details in this regard see the Proposals to the Shareholders' Meeting in the Intesa Sanpaolo S.p.A. financial statements.

The remaining amount of the economic value generated, equal to 5.3 billion euro, was retained by the enterprise and mainly consisted of net adjustments/recoveries and provisions, deferred tax assets and liabilities, and the consolidated net income allocated to reserves.

BREAKDOWN OF 2023 ECONOMIC VALUE

ECONOMIC VALUE	Millions of euro
ECONOMIC VALUE GENERATED ECONOMIC VALUE DISTRIBUTED	25,903 -20,583	100.0% 79.5%
Employees and other staff	-8,164	31.5%
Suppliers	-2,965	11.5%
Government, Organisations and Institutions, Community	-3,677	14.2%
Shareholders, holders of equity instruments and third parties	-5,777	22.3%
ECONOMIC VALUE RETAINED	5,320	20.5%

Sustainable value creation and business integrity

Integrity in corporate conduct

RELEVANT ISSUES

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RELEVANCE OF ISSUES AND MAIN IMPACTS

The Intesa Sanpaolo Group recognises that compliance with internal and external regulations and codes of conduct is of significant importance, also from a strategic viewpoint, and therefore it acts in the belief that respecting standards and fairness in business (combating active and passive corruption, combating money laundering, compliance with tax regulations, protection of free competition, privacy protection and compliance with the rules governing employment relationships) are essential elements in carrying out banking operations, which by nature are based on trust and transparency. Intesa Sanpaolo believes that compliance with standards encourages the creation and maintenance of a competitive economic environment and the protection of customer rights. Awareness and dissemination of the culture of ethics and human rights among the Group's people, its business partners, and stakeholders can translate into a tangible contribution to the development of local areas and communities. The Group is committed to pursuing its corporate goals with honesty, fairness and responsibility in the full and true respect of the rules and professional ethics and in the spirit of signed agreements, implementing high compliance standards for all Group's people.

Macro-issue	Projects/Indicators	2023 Actions/Results
Fighting against corruption and combating money laundering	Training to prevent corruption and money laundering	ƒ 88,485 Group's people trained (94.4% of the total) ƒ 387,721 hours provided Training on anti-corruption and anti-money laundering is mandatory and follows multi-year cycles, also according to local regulations.
	Disciplinary sanctions against Group's people due to corruption	ƒ 0
	Dismissal due to corruption	ƒ 0
	Internal advice and clearing on transactions in the highest corruption risk areas	ƒ 500
	Certifications	ƒ Completion in 2023, with the involvement of numerous Group structures, of the first of two scheduled audits for the purpose of maintaining the UNI ISO 37001:2016 Anti-bribery management systems certification, which is valid until May 2025

PERFORMANCE INDICATORS AND RESULTS ACHIEVED

Macro-issue	Projects/Indicators	2023 Actions/Results
Protection of free competition	Training on free competition	ƒ 60,152 Group's people trained (64.2% of the total) ƒ 1,340,265 hours provided
	Internal requests for antitrust advice and clearing on Group projects	ƒ Advice and clearing requests were made for 121 initiatives, of which 19 advice and 80 clearing requests have been completed (opinions not subject to changes or updates), with the rest still ongoing
Privacy and data protection	Training on Privacy protection	ƒ 76,405 Group's people trained (81.5% of the total) ƒ 117,319 hours provided
	Cases of customer data being lost or stolen	ƒ In Italy 142 cases were assessed; in 133 of them no risk to the rights and freedoms of the data subjects was found and therefore reporting them to the Italian Data Protection Authority was not necessary. For the remaining 9 cases, the Italian Data Protection Authority was notified and, for 2 of them, the parties concerned were also notified. Abroad in the EU 87 cases of alleged personal data breach were assessed, 77 of which were found not to pose a risk to the rights and freedoms of the data subjects by the local Data Protection Officers, the remaining 10 cases were reported to the local authorities.
Consumer protection	Training on consumer protection	ƒ 76,932 Group's people trained (82.1% of the total) ƒ 1,567,128 hours provided
Audits	ESG Audit	ƒ 7 audits were carried out within the scope of the ESG Programme in addition to 3 "ESG related" audits (mainly focused on other aspects, but which also include analyses on ESG issues)
Whistleblowing	Whistle-blowing reports	ƒ 30 reports through the Parent Company's ordinary channel, of which 1 was judged to be not pertinent; 29 were subject to specific investigations. In addition, 8 reports were received through the active whistleblowing channels at the Group's International Subsidiary Banks, 4 of which were judged to be not pertinent

COMPANY POLICIES

Intesa Sanpaolo seeks to act as a reliable and professional partner for the regulators. In this context, the Group actively adheres to the principles of the United Nations Global Compact that envisage the development of policies for combating corruption, protecting human rights and workers' rights, and safeguarding the environment.

The Group has defined and implemented a well-structured system of risk assessment throughout the company structures, which is applied according to risk assessment criteria. Adherence to the rules and integrity of corporate conduct are also ensured through compliance activities focused on risk monitoring to fight against corruption and money laundering and to protect competition. The Group adheres to the principle of active cooperation in preventing these phenomena, which represent a serious threat to the legal economy.

Intesa Sanpaolo monitors developments in international tax regulations guided by the OECD and aimed at countering base erosion and profit shifting from high-tax to low-tax countries, with the ongoing commitment to adhere to those principles. Intesa Sanpaolo is continually committed to implementing regulatory, organisational and technological measures aimed at adequately meeting the needs of privacy protection. Internal auditing involves constant and independent monitoring of the due conduct of the Group's operations and processes. Reference is made to individual paragraphs for further information on the policies defined by the Group in each relevant area.

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Sustainable value creation and business integrity

FIGHTING AGAINST CORRUPTION

The Group's Code of Ethics provides that business goals are pursued with honesty, fairness and with a sense of responsibility in full compliance with the rules, professional ethics and spirit of signed agreements. To this end, the Group recognises the strategic importance of the work aimed at ensuring compliance with internal and external regulations and codes of conduct; high standards of compliance are set for all Group's people, which are also set forth first and foremost in the Code of Ethics and in the Code of Conduct. It also stated that Intesa Sanpaolo adheres to the OECD (Organisation for Economic Co-operation and Development) Guidelines and to the anti-corruption principles laid down by the United Nations. The Group also undertakes to contribute to the fight against corruption, by applying the "zero tolerance" principle and adopting the utmost consistency and transparency of corporate conduct, preventing situations of conflict of interest, including potential conflict of interest, where possible. The Group has adopted strict internal procedures and specific Guidelines over time to prevent the risk of corruption.

MODEL FOR THE MANAGEMENT OF ADMINISTRATIVE LIABILITY PURSUANT TO ITALIAN LEGISLATIVE DECREE 231/01

Italian Legislative Decree no. 231/01 (the Decree) establishes a system of administrative liability for Italian Companies for certain specifically identified crimes or offences, committed in their interest or for their benefit. Intesa Sanpaolo has long had an Organisational, Management and Control Model in place that defines the principles of control and conduct to be adopted to reduce the risk of committing crimes and offences envisaged by the Decree, including corruption and environmental crimes.

In preparing the Model, the Bank took into account all the existing regulations, procedures and control systems, insofar as they were also suitable as measures for preventing crimes and illegal conduct in general, including those envisaged by the Decree.

The Bank identified the following as specific instruments already existing and aimed at planning the formation and implementation of company decisions and carrying out controls on business operations, including in relation to crimes and offences to be prevented:

the corporate governance rules, adopted in compliance with the Corporate Governance Code for listed companies and the relevant company regulations and regulatory legislation;
internal regulations and company policies;
the Group's Code of Ethics, Internal Code of Conduct and Anti-Corruption Guidelines;
internal control system;
power and delegation system.

The Board of Directors delegates the structures the task of implementing the Model and ensuring the constant updating and implementation of internal regulations and company processes, which are an integral part of the Model, in compliance with the principles of control and conduct defined for each sensitive activity. The effective and concrete implementation of the Model is also guaranteed by:

the Surveillance Body, in exercising the powers of initiative and control in relation to the activities carried out by the individual organisational units in sensitive areas;
the heads of the Bank's structures in relation to the risk activities carried out.

Without prejudice to the independent responsibility of each Italian-registered company of the Group for the adoption and effective implementation of its own Model, Intesa Sanpaolo in performing its duty as the Parent Company issues general criteria and instructions, and verifies the compliance of company Models with those criteria and instructions. In 2023, the Parent Company updated the Model to take into account recent regulatory developments and in particular Legislative Decree 24/2023 which, in implementation of Directive (EU) 2019/1937, organically governed internal reporting (so-called whistleblowing) systems and amended Legislative Decree 231/2001, making reference to the provisions of the afore-mentioned Decree with regard to internal reporting channels, the prohibition of retaliation and the disciplinary system. The Group Italian companies are currently in the process of updating the Model.

To provide the Surveillance Body with an overall picture of the planning of controls, the Compliance function collects the respective plans from the relevant structures on an annual basis regarding the scheduled supervision of sensitive areas and incorporates them into the 231 Audit Plan. Based on this document, the Surveillance Body assesses the adequacy of the programme of audits and identifies any further actions.

The heads of the organisational units involved in sensitive processes pursuant to the Decree certify the level of implementation of the Model, by means of an overarching self-diagnosis process on the work carried out. Finally, constant attention is ensured to the training and dissemination of the compliance culture: in this regard, the related remote training course was reviewed, and its release, scheduled for the 2022-2024 period, is currently underway.

The Group's Anti-Corruption Guidelines, approved by the Board of Directors and adopted as of 2017, identify the principles and the sensitive areas and define the roles, responsibilities and macro-processes for the management of this risk, further strengthening an internal regulatory framework which already consists of the Code of Ethics, the Group's Internal Code of Conduct and – for the Italian Group companies – the Organisational, Management and Control Model adopted pursuant to Italian Legislative Decree no. 231/2001. The Guidelines define the commitment to comply with the regulatory provisions aimed at combating corruption in all its forms, where corruption means the direct or indirect offering or acceptance of money or other benefits capable of influencing the recipient, in order to induce or reward the performance of a function/activity, or alternatively its omission. In line with international best practices, the Group does not tolerate:

any type of corruption, in any form, manner or jurisdiction, not even if activities of this kind are permitted, tolerated or not prosecuted under the laws in force in the countries in which the Group operates;
any conduct involving the offer or acceptance of money or other benefits directly or indirectly with the aim of inducing or rewarding the performance of a function/activity, or alternatively its omission.

Monitoring in this area is assigned to the Anti-Financial Crime Head Office Department, and its Manager is allocated the role of Group Anti-Corruption Officer.

The Anti-Corruption Guidelines were approved and adopted by the Group Italian and international companies. On 29 September 2023, the Board of Directors of Intesa Sanpaolo approved the updated Group Anti-Corruption Guidelines with the following provisions: updating of external regulatory sources and inclusion of the most important sources of "soft law"(3); refinements of the process through which the areas at greatest risk are identified; inclusion among the disbursements subject to the Guidelines of association activities, which in terms of risk can be equated to donations; inclusion of a focus on "Business Introducers"(4), with further specific precautions, in consideration of the greater risks associated with this case; integration of the activities carried out by the Anti-Financial Crime Head Office Department; inclusion of a specific reference to the provisions of the ISO 37001 standard regarding the need to acquire periodic declarations of commitment to compliance with the Guidelines by the members of the Board of Directors and the Top Managers of the Parent Company; introduction of the right for the Group Anti-Corruption Officer to authorise exceptions to certain provisions set out in the Guidelines in specific transactions/situations characterised by limited bribery risks. In 2023, there were continued checks on the consistency of the detailed internal regulations with the general principles set out in the Anti-Corruption Guidelines, in order to implement the necessary alignment, in addition to the analysis of the anti-corruption controls currently in place in the individual highest risk areas, in order to identify any strengthening measures. More specifically, the process regulations were updated in terms of: Rules for the management of gifts and entertainment expenses with the adoption by the Parent Company of the IT application "Registro Omaggi" (Gift Register); Management of real estate assets and Real Estate and Artistic Heritage – Administrative management of Real Estate, particularly with regard to the sale and management – lease/loan for use – of real estate for social purposes "Immobili per il bene" (Real estate for the greater good) project; Transfer of movable assets, particularly with regard to the methods, tools and timing of anti-corruption controls on the beneficiaries of the interventions within the scope of the "Donare per non sprecare" (Donate not to waste) initiative.

In May 2022, Intesa Sanpaolo had already obtained the renewal of UNI ISO 37001:2016 Anti-bribery management systems certification, which sets the international standard on the subject, with an extension of

⁽³⁾ The sources of "soft law" take into account the guidelines set forth by International Working Groups and Authorities dedicated in various ways to the prevention of the corruption phenomenon (including: Group of States against Corruption (GRECO) – Council of Europe; Working Group on Bribery in International Business Transactions – OECD; Autorità Nazionale Anticorruzione (National Anti-Corruption Authority) – Italy; Department of Justice – USA; Serious Fraud Office – United Kingdom; Agence Française Anticorruption – France).

⁽⁴⁾ "Business Introducers" are understood to mean third parties who, by putting the Group in contact with potential or existing customers, promote the development of the Group's activities in the field of banking, financial and insurance services, with the exception of those who carry out business development activities or placement of the Group's products/ services and who are subject to specific disciplines or forms of supervision in their jurisdictions (in Italy, for example, Banks and other intermediaries placing investment products, Financial Advisors, Financial Agents, Credit Brokers, Insurance Intermediaries).

Sustainable value creation and business integrity

the scope to include the Group entities included in the Compliance and Anti-Financial Crime risk assessment. More specifically, the certification is valid until May 2025 (subject to two maintenance audits) and applies to Intesa Sanpaolo (including the international branches), the banking entities and the main financial and insurance companies. In 2023, the first of the two maintenance audits was completed (the next is scheduled for 2024), which included several audit sessions involving the Parent Company's Head Office Departments, Regional Governance Centres of the Banca dei Territori Division, Italian branches of said Regional Governance Centres and an international branch, as well as a sample of five Italian and foreign companies.

During the year, the Anti-Financial Crime Head Office Department processed 500 advice and clearing files for specific operations in the highest corruption risk areas, particularly concerning the purchase, management and sale of equity investments and other assets, donations, sponsorships and relationships with suppliers, the hiring of personnel, and gifts.

In 2023, the provision of the e-learning course for the Group's people operating in Italian companies and at international branches continued. In particular, updates on Anti-Bribery and Corruption for the Italy scope (Apprendo platform) and for the International scope (LEA platform) are being made available and in the process of being issued with regard to the main general obligations and specific obligations laid down by internal Anti-Corruption regulations.

There were no cases of disciplinary measures related to corruption incidents. There were no significant penalties for non-compliance with laws or regulations relating to corruption.

COMBATING MONEY LAUNDERING

Intesa Sanpaolo pays particular attention to compliance with national and international regulations aimed at combating money laundering and terrorist financing, which it recognises as a serious threat to the legal economy with destabilising effects for the banking system, and it adheres to the principle of active cooperation in preventing these phenomena.

In compliance with the legislative provisions of the legislator and the sectoral supervisory authorities, and based on the international standards contained in the FATF (International Financial Action Task Force) Recommendations, the Group has adopted procedures, instruments and controls designed to mitigate the risk of being involved, even unknowingly, in acts of money laundering, terrorist financing, violation of embargoes and arms regulations.

The Group's governance system to combat money laundering and terrorist financing is based on Guidelines that constitute a systematic and functional reference framework, with active collaboration by the Group in preventing these illegal activities.

Specific processes and procedures are in place in the areas of obligations of customer due diligence, reporting of suspicious transactions, storage and provision of data, information and documents, risk assessment and management, internal control and guarantee of compliance with all of the relevant provisions to prevent and impede the completion of transactions connected to money laundering, terrorist financing, violation of embargoes and arms regulations. The guidelines and standards established by the Parent Company are developed and implemented within the individual operating structures in accordance with the characteristics and complexity of the activity carried out, as well as in accordance with their size and organisational structure, in compliance with the requirements of local regulations and ensuring the sharing of information at a consolidated level.

Procedures that provide automatic checks on the Group's register and transactions have been active for some time now, in order to mitigate the risk of having customers included in the list of entities subject to restrictions or freezing of assets (black list).

In 2023, the planning of the Anti-Financial Crime Head Office Department focused in particular on the following priorities:

continuation of the activities of the multi-year programme for the overall review and strengthening of antimoney laundering, embargoes, anti-terrorism and anti-corruption controls at Group level (ENIF Programme – Enabling Integrated Anti-Financial Crime);
continuation of the Compliance Next digital transformation programme, activated by the Chief Compliance Officer Governance Area in order to implement a series of measures based on innovative technologies to increase the effectiveness of the monitoring activity and the efficiency of the main compliance processes;
support for the business initiatives set out in the 2022-2025 Business Plan in order to ex ante ensure adherence to the compliance profiles thereof with particular reference to the creation of the new digital bank Isybank and the development of international private banking. More specifically, in the context of international private banking, it should be noted that an action plan is currently underway with a final deadline of 31 December 2024 aimed at strengthening local safeguards.

RELATIONS WITH POLITICAL PARTIES AND MOVEMENTS

The Intesa Sanpaolo internal policies establish that political parties and movements cannot be recipients of donations and sponsorships. With regard to the financing of political parties, connected associations and individual candidates, specific rules state that the only form of new credit concession for them, which can solely be decided upon by the Board of Directors, consists of the advance on an annual basis of the "2x1000 contribution" against the transfer, to be reported in accordance with the law, of the sums due to the parties for this form of contribution. In 2023 Intesa Sanpaolo did not grant financing in this area.

COMPLIANCE WITH TAX REGULATIONS

In compliance with the Code of Ethics, the entire Group is committed to observing principles based on values of honesty and integrity in managing tax matters, compliance with the tax regulations applicable in the countries in which the Group operates, and maintaining a collaborative and transparent relationship with the tax authorities, including through adherence to cooperative compliance schemes.

Intesa Sanpaolo recognises the importance of contributing to the communities of the jurisdictions in which it operates, by paying the right amount of taxes and for this reason it places a particular focus on the evolution of tax regulations, both on a domestic and international level, aimed at countering base erosion and profit shifting, with the ongoing commitment to adhere to those principles. The Group strengthened the internal tax risk control system, referred to as the Tax Control Framework (TCF), making it suitable to monitor the strategic importance of tax risk and to meet the requirements for access to the cooperative compliance regime introduced in Italy, pursuant to Italian Legislative Decree 128/2015 and, in the same vein, it updated the Organisation, Management and Control Model, for the purposes of the liability of entities for tax offences, sanctioned by Italian Legislative Decree No. 231 of 2001, in order to monitor the risk of tax fraud. On 10 December 2018, Intesa Sanpaolo was granted access by the Italian Revenue Agency to the Cooperative Compliance scheme, starting from 2017 when the application was submitted. Under this scheme, Intesa Sanpaolo and the Italian Revenue Agency can perform joint assessments on certain situations that could lead to tax risks thanks to ongoing, preventive contact, with a view to resolving any potential disputes before they occur.

The Intesa Sanpaolo Group, in compliance with the low propensity to tax risk, through the implementation of the Tax Control Framework, intends to ensure the degree of risk appetite declared in the Principles of Conduct in fiscal matters, thereby adopting appropriate safeguards to manage tax risk [i] in advance, which ensure compliance with the tax and fiscal rules of the countries where it operates over time and guarantee the financial and reputational integrity of all Group companies. The principles are an integral part of the Tax Control Framework, designed and implemented in line with OECD standards. In particular, guidelines have been established to ensure uniform management of taxation at all Group companies, based on an approach of (i) correct and timely determination and payment of taxes due by law and performance of the related obligations, (ii) containment of tax risk, understood as the risk of operating in violation of tax regulations or in conflict with the principles or with the aims of the legal system in the various jurisdictions in which the Group operates, both due to outside factors (primarily, the uncertainty of the interpretation of tax laws due to ambiguity or lack of clarity of tax regulations) and internal factors (usually, incorrect and/or untimely compliance with mandatory requirements, failure to detect regulatory changes affecting the taxation of the Group; and transactions that may be challenged by the tax authorities as abusive).

The principles set out in the document are as follows:

Corporate Responsibility The Group, in compliance with the Corporate Responsibility principle, acts according to the values of honesty and integrity in the management of tax matters, in the knowledge that revenue from taxes is one of the main sources of resources contributing to the economic and social development of the countries in which it operates.
Legality The Group adopts conduct based on compliance with the tax regulations applicable in the countries in which it operates and on interpretations that allow it to manage tax risk responsibly so that it can satisfy the interests of all its stakeholders and ensure its positive reputation.
Tone at the top The Board of Directors defines the principles of conduct in relation to Group tax matters and ensures their application, therefore assuming the responsibility of driving the spread of a corporate culture based on the values of honesty and integrity and the principle of lawfulness.
Relationship By virtue of its role as taxpayer for its own taxes and as a collaborator of the Financial Administration for customer taxation, the Group considers an evolved, collaborative and transparent relationship with the tax authorities to be strategic, guaranteeing, among other things, to provide them with the information needed to fully understand the circumstances underlying the application of tax rules, including those relating to the preparation of transfer pricing documentation. To this end, Intesa Sanpaolo encourages the Group companies

to adhere to cooperative compliance schemes, which supplement the national regulations, in order to create stronger relationships with the tax authorities. In the event of tax disputes, the Group assesses the choices available on a case-by-case basis, resorting to litigation only if it considers that its positions, although not shared by the tax authority, are sound and reasonable.

With the adoption of the Principles, the Intesa Sanpaolo Group undertakes to:

comply with the provisions to guarantee transfer prices for intra-group transactions in line with the arm's length principle, aligning, as correctly as possible, the income generated with the places of creation of the respective value, without giving rise to undue erosion or transfer of tax bases;
avoid forms of tax planning that may be considered aggressive by the tax authorities and in particular refrain from using, artificially and for the sole purpose of reducing the Group's taxation, countries included in the European Union list of non-cooperative jurisdictions for tax purposes and in the OECD list (also "black list countries"). Any presence of Group entities in these countries is solely motivated by business reasons;
refrain from offering customers products and services that enable them to obtain undue tax advantages that would otherwise not be obtainable also putting in place adequate forms of supervision such as to prevent involvement in irregular tax transactions carried out by customers;
establish cooperative relationships with tax administrations, based on transparency and mutual trust and aimed at preventing conflicts, thereby reducing the possibility of disputes. In order to mitigate tax risk and obtain preliminary assurance regarding uncertain interpretation positions, the Group promotes the stipulation of agreements with local tax authorities. The Group, on the other hand, does not endorse tax rulings that guarantee preferential tax regimes or undue tax benefits;
benefit from tax benefits and incentives that are in line with the commercial objectives and the economic substance of the underlying business transactions.

The Principles of conduct in fiscal matters are adopted by Intesa Sanpaolo also in its capacity as Parent Company and are approved and, where necessary, as a result of a material change in the external and/or internal context, updated periodically by the Board of Directors, subject to submission to the Risks and Sustainability Committee and the Management Control Committee which assesses their implementation, at least annually, through the periodic report that sets out the results of the monitoring of the Tax Control Framework and the assessment and management of any tax risks relating to the reference tax period. On this assumption, the Principles are published on Intesa Sanpaolo's institutional website and must be implemented by all Group companies, subject to the resolution of their bodies with strategic supervision duties. The interpretation of the provisions contained in the Principles of conduct on tax matters is the responsibility of the Parent Company which, through the Tax Department, also takes care of updating them.

The Guidelines were also approved for the management of tax risk within the cooperative compliance scheme with the Italian Revenue Agency, which govern the criteria and processes that Intesa Sanpaolo must adopt to ensure the adequacy and effectiveness of its Tax Control Framework, also providing for the appropriate monitoring processes and the consequent reporting to the Board of Directors, as well as the related Rules.

The types of tax risk that may arise in the context of business processes have been identified by Intesa Sanpaolo as follows:

Tax compliance risks. These are risks of an operational nature and arise in both business processes (such as risks of not correctly performing all the operational tasks necessary to ensure correctness – in terms of completeness, accuracy and timely processing – of the relevant data for tax purposes), and in specific tax compliance processes (from data collection through to its processing and preparation of tax declarations/ payments and communications sent to the tax authorities); In 2023, the main entities of the Group shared, in the context of discussions with the Italian Revenue Agency under the cooperative compliance regime, the map of compliance tax risks (updated according to a catalogue of risks shared within the association – ABI), highlighting the safeguards in place and the degree of residual risk.
Tax risks of an interpretative nature in transactions/routine operations. This type of risk relates to the uncertainty about the actual meaning of the regulations and the classification of actual cases with respect to theoretical circumstances and arises within the following processes: regulatory alignment, advice given to the Structures of the Bank and interpretation choices adopted in tax compliance processes;
Tax risks of an interpretative nature in non-routine transactions. These risks arise whenever non-routine transactions/operations are carried out, which are characterised by objective and defined uncertainty regarding the risk of adopting incorrect interpretations or, in any case, interpretations that are contrary to the principles and aims of the tax system. Intesa Sanpaolo has adopted tax risk management processes and procedures, in compliance with the Principles of conduct in tax matters, which ensure, among other things:

the correct assignment of roles, responsibilities and powers to each party involved, in whatever capacity, in processes with tax implications in order to ensure proper management of tax risk and minimise the likelihood of disputes;
the involvement of the Tax Department in business decisions. Intesa Sanpaolo's processes must ensure full and constant involvement of the Tax Department in business decisions, to encourage informed decisions in the event of a significant tax risk.
Risks of tax fraud committed by third parties. This refers to the risk of incurring violations of tax laws as a result of fraudulent tax conduct carried out by third parties (e.g. customers, suppliers, other counterparties). No elements of tax fraud risk emerged in 2023.

For tax risks of an interpretation nature, through preliminary discussions with the Italian Revenue Agency, held under the cooperative compliance regime for the year 2023, the main Group entities came to a joint assessment of the circumstances underlying the significant tax risks. As a result of the discussions exchanged, no uncertain interpretation positions were found. For any discussions that have not yet been concluded, the Group adopts the most precautionary solution from a tax point of view so as to prevent any risk.

The business functions and the Head Office Departments that carry out transactions with potential tax impacts must comply with the Principles of conduct in tax matters and the Guidelines in the performance of the activities for which they are responsible. If the clearing processes adopted by the Bank do not already require the involvement of the Tax Department, it is the responsibility of the Business Function (Division or Head Office Department) proposing/structuring the transactions to involve the Head of the Tax Department in advance to allow an adequate assessment of the tax effects and risks arising from their implementation.

The Group ensures that the tax functions involved have sufficient organisational capacity and material and human resources to achieve the objectives, and that the related personnel are constantly updated, through the use of databases and up-to-date specialist information sources as well as periodic training initiatives. In addition, the Group provides periodic training activities on particularly relevant and topical issues for functions other than the tax functions (both business and operational).

To ensure the implementation of the Principles, the Group supports major investments in technology aimed at adopting advanced digital solutions aimed at overseeing and improving the management of direct and indirect taxation.

The Tax Function, in its tax risk management activities:

provides assistance and advice to the Corporate Bodies and Business Functions called upon to approve transactions exposed to tax risks;
operates in order to maintain an effective internal tax control system, ensuring its constant updating, as well as the ability to intercept the risks arising from changes affecting the company, regulations and practices, also taking into account case-law guidelines;
ensures the monitoring of the correct and effective functioning of tax processes and compliance with the relevant regulations, identifying any shortcomings and errors and the necessary corrective measures;
coordinates with the other corporate internal control functions to ensure consistency and effectiveness of the internal control system on tax risk, in compliance with tax regulations, the obligations imposed by the cooperative compliance regime, Bank of Italy Circular 285 and the Integrated Internal Control System Regulations;
notifies the Italian Revenue Agency, in a timely and comprehensive manner, of any situations involving a "significant" exposure to tax risk, due to it exceeding the shared or "material" threshold, and is responsible for the Group's discussions with the Italian Revenue Agency.

The Business Functions or Head Office Departments that carry out transactions with potential tax impacts:

adopt conduct that is compliant with the guidelines received from the Tax Department, with reference to cases of tax relevance;
promptly inform the competent corporate functions about changes in operations that may lead to reviewing corporate processes, so that the necessary tax risk assessments may be initiated and suitable safeguards adopted to mitigate their effects;
carry out the planned first-level monitoring activities in the management of tax risk;
they are responsible for the implementation of the actions identified, in coordination with Taxation Controls, in order to mitigate the tax risks that have an impact on their respective processes.

Tax risk management, also following the Group Compliance Guidelines, is broken down into the following macro-processes:

Sustainable value creation and business integrity

regulatory alignment, aimed at monitoring external regulations and translating them into internal guidelines, processes and procedures, through:
- the activities aimed at continuously identifying and interpreting the external regulations applicable to the Bank, through the ongoing monitoring of external regulatory sources and the consolidation, in the event of regulatory changes, of a univocal and shared interpretation;
- the assessment of the impact of the applicable rules on corporate processes and procedures and consequent proposal of organisational and procedural changes aimed at ensuring adequate monitoring of non-compliance risks;
advice and assistance to the Bank's corporate bodies and other structures and preliminary assessment of compliance with applicable regulations (clearing) of transactions (routine and non-routine), new products and services to be introduced to the market, innovative projects;
discussions with the Italian Revenue Agency, in cases where the risk exposure values exceed the agreed-upon materiality threshold. If the tax position that Intesa Sanpaolo intends to adopt is not accepted by the Italian Revenue Agency, its final adoption must be approved by the Board of Directors;
monitoring of the Tax Control Framework (Assurance): compliance risk monitoring takes place, in addition to preliminary activities, in verifying ex post the adequacy and effective application of internal processes and procedures and of the proposed organisational adjustments for its prevention and, more in general, checking the effective compliance with external and internal regulations by the corporate structures. Control on the Tax Control Framework is carried out by the Head of the Tax Control Office on the basis of an annual audit plan and according to the Group Compliance Guidelines and the Integrated Internal Control System Regulation;
dissemination of culture: tax risk monitoring also takes place through the dissemination of a corporate culture founded on the principles of honesty, fairness, and respect for the spirit and the letter of the rules;
information flows to the Corporate Bodies: at least annually, the Board of Directors, the Risks and Sustainability Committee and the Management Control Committee receive from the Head of the Tax Department all the information relating to the main policies and choices followed in the tax area, the progress of the discussions with the Italian Revenue Agency in the context of cooperative compliance, as well as with regard to the outcomes of the audit activities, including on the adequacy of the TCF, carried out during the period by the Head of Taxation Controls. The Head of the Tax Department also promptly reports any non-compliance issues and events deemed to be particularly significant to the Corporate Bodies;
tax risk management process of an interpretative nature: regulatory alignment and advisory and clearing activities, as well as the preparation of tax returns, involve interpretative choices on the applicable regulations. In making these choices, the Tax Department must assess the degree of certainty of the position it intends to adopt. If the interpretation presents a high degree of uncertainty and has a significant impact on business operations, the Tax Department measures the exposure to tax risk, the acceptance of which is resolved upon, according to its relevance, pursuant to the approval thresholds set out in the Guidelines. The methods used to assess the degree of certainty of the interpretation and the related impact on the Bank's operations and to determine the tax risk are defined by specific internal regulations (Rules for tax risk management under the Collaborative Fulfilment Scheme with the Agency shared between the Tax Department and the Compliance, Governance, Privacy and Controls Head Office Department and, within the scope of their responsibility, with those of the Chief Risk Officer.

The Group controls tax risks, through the adoption of the TCF, which includes processes, procedures, governance rules, continuous maintenance and testing activities, as well as the use of technology in support of the consistency of the data feeding the calculation of the taxes due by law.

The TCF allows to monitor and measure tax risk, taking into account both compliance with tax regulations (compliance risk, managed in risk maps – where the residual risk is highlighted), and the uncertainty arising from its application (interpretative risk, managed through the specific procedure that leads to impact measurement and materiality of tax uncertainty).

The tax risks spread across the Group – such as the correct application of the arm's length principle for intragroup transactions, the global minimum tax or Pillar 2 regulations, the provisions on hybrid mismatches – are monitored and managed locally but under the direction and control of the Parent Company.

For the main Group entities adhering to the cooperative compliance regime, a closing note for the compliance year is prepared and signed annually by the Italian Revenue Agency and by the individual Group companies, in which the results of the controls on the Tax Control Framework and the discussions exchanged on significant tax risks are recorded (this closing note is also submitted to the Board of Directors in the periodic report on the TCF).

Intesa Sanpaolo, in adopting tax risk management processes and procedures, in compliance with the

"Principles of conduct in fiscal matters", ensures that the tax risk management processes guarantee adequate protection of internal and external stakeholders, both in terms of risk mitigation (also in consideration of possible reputational impacts), and in more general terms of safeguarding stakeholders' value, defined as the interest of stakeholders in not diminishing corporate value.

Through a structured process, on an annual basis, prior to the Shareholders' Meeting called to approve the financial statements, Intesa Sanpaolo provides shareholders with the opportunity to submit questions and queries, including with regard to tax issues, pertaining to the items on the agenda. The questions asked and the related answers are published on Intesa Sanpaolo's website [i].

In addition, Intesa Sanpaolo adopted, for all personnel working within the Group and for stakeholders, a whistleblowing system for acts or behaviours that may constitute violations of banking rules, as well as internal company policies and/or procedures or conduct that may give rise to conflicts of interest. The instrument in question also applies to any conduct that may involve violations of the Principles and of tax regulations.

Intesa Sanpaolo's commitment to sound tax governance also resulted in the preparation of processes for the correct management of tax incentives, adopted by our country to enable the ecological transition of the country's real estate assets and for the implementation of which the Group provided tangible support, purchasing tax receivables from customers, after carrying out controls aimed at fraud prevention.

During 2023, the Group, in addition to indirect taxes of 1,217 million euro, recorded accrued income taxes for the year of 3,438 million euro1, for the most part in Italy, where the majority of operating income was earned, as per the table below.

2023 Figures millions of euro	Italy	Europe	Rest of the world
Taxes on income	-2,600	-671	-167
Operating income	19,288	4,836	1,014

The International Branches are presented in the geographical breakdown in relation to the country where these branches are located. As far as taxes on income are concerned, since Intesa Sanpaolo did not apply the option for the scheme of income exemption for international branches (known as Branch exemption), these branches' income is also taxed in Italy. In compliance with the applicable regulations, Intesa Sanpaolo also publishes a country-by-country disclosure in which the following information is provided for each country (according to the rules established by the Bank of Italy): gross income, number of employees, profit or loss before tax and tax on profit or loss. The report is available at the following link [i].

Sustainable value creation and business integrity

PROTECTION OF FREE COMPETITION

The Group constantly monitors and promotes free competition, and spreads a culture of compliance with antitrust regulations, working to ensure that the international, European, and national rules and procedures are effectively applied and observed.

In the Group's Code of Ethics, Intesa Sanpaolo declares its commitment to compete fairly in the market and cooperate with other economic, private and public entities, whenever necessary, to strengthen the overall capacity of the countries where the Group operates. The Bank has an ongoing commitment to manage relations with institutions and organisations, to monitoring existing regulations and conducting attentive advocacy on any bills that could impact the activities of the Group and of its stakeholders at the national, European and international level, with a view to limiting legal, economic, and reputational risks and exploiting new opportunities.

Due to the growing importance of antitrust issues, the Group has long since adopted a risk control system for antitrust compliance, under the responsibility of the Institutional Affairs Department. In this regard, it has adopted an extensive Antitrust Compliance Program that among its key elements includes the establishment of a specific internal team to monitor compliance with antitrust rules, the adoption of a Group Antitrust Regulation (which has incorporated the Antitrust Compliance Policy), the Antitrust Rules of Conduct and the Antitrust Inspections Rules, as well as a training and information programme. The control of this area has been extended beyond the more traditional forms of antitrust (mergers, abuses of dominant positions and agreements) to also include EU regulations on state aid and the recent Italian regulations in support of Italy's competitiveness.

In 2023 the Group continued to raise awareness and spread the culture of antitrust compliance within the Group through the creation of 11 Web TV clips, the publication of 14 articles for the Group's communications magazine "Mosaico" (also translated in English) and the circulation of specific "Antitrust Update" reports. During the year, a series of remote training initiatives were also carried out on specific topics within various Group companies. With reference to digital training, in 2023 the "Antitrust… Solo regole o un supporto al mercato?" (Antitrust... Only rules or a support to the market?) Collection – available on the Apprendo platform and also accessible by employees from the Group's international Banks/Companies in English – was enriched with 10 new Learning Objects dedicated to the control of business combinations.

PRIVACY AND DATA PROTECTION

Intesa Sanpaolo has long maintained a high and constant commitment towards the protection of the personal data of its employees and customers, ensuring data collection and processing in full compliance with current regulations.

The reference regulatory framework for personal data protection is represented by Regulation (EU) 2016/679 (the so-called GDPR) which entered into force on 25 May 2018, whose new rules were incorporated by the Bank and formalised in the main internal Governance documents consisting of the Group Code of Ethics, which outlines the principles and values on which Intesa Sanpaolo bases its choices and activities, and the Internal Code of Conduct, which defines the conduct that the Group's employees and collaborators are required to observe in order to ensure correct data processing.

Furthermore, Intesa Sanpaolo also requires its suppliers to comply with the policies, regulations and standards relating to personal data protection, defining their subjective role in the processing activities, assessing the existence of the necessary safeguards, formalising the contractual terms and conditions, and implementing compliance and adequacy assessments.

More specifically, the GDPR has introduced the accountability principle which requires the data controller to implement regulatory, organisational and technological measures aimed at ensuring that the processing of personal data takes place in compliance and in the light of the criteria laid down in the Regulation such as privacy by design, privacy by default, the appointment of the Data Protection Officer, privacy impact assessment, the record of processing activities, the subjective role of Third Parties and data breach management.

Privacy monitoring is ensured by the Data Protection Officer and the Privacy Function, recently placed under the Compliance Governance, Privacy and Controls Head Office Department and divided into 3 offices: Privacy Advisory – Relations with the Data Protection Authority and the Data Subjects – Privacy Governance.

The Data Protection Officer and the Privacy structure are entrusted with the following tasks:

Monitoring and overseeing compliance with the GDPR;
Preliminary compliance check on new products, initiatives and services involving the processing of personal data;
Assessment of risks to the rights and freedoms of individuals when starting or changing any personal data processing activities (Privacy Impact Assessment) in accordance with Article 35 of the GDPR;

Assessment of the subjective privacy role played by Suppliers/Third Parties and preparation of the letter of appointment;
Management of customer requests regarding the exercise of the rights of the data subjects;
Management of replies to the Data Protection Authority and data subjects following reports or complaints lodged with the same Authority;
Role of guidance, coordination and control of the Group companies located in Italy and abroad (EU and non-EU);
Keeping and updating the Record of Processing Activities, as required by Article 30 of the GDPR, wherein all the personal data processing activities carried out are recorded. The Register shows the purposes of each processing, the data storage methods, the security measures applied and other information on the processing activities carried out;
Assessment of non-compliance events and data breaches;
Update of the list of Third Parties that process personal data of customers and employees;
Monitoring training courses on Privacy.

As part of the Integrated Internal Control System, the Control Functions carry out checks with diversified depth and frequency, the outcomes of which are reported to the Board of Directors, relating to the compliance of the activities with the regulatory requirements on personal data protection and the correct implementation of the measures issued by the Data Protection Authority on these issues. In this context, the Chief Audit Officer carries out periodic control activities defined, in addition to the specific regulatory obligations on the subject (audits conducted on an annual basis), from a risk-based perspective, also taking into account the findings reported by the other corporate control Functions. In general terms, the independent audits carried out by Internal Audit are aimed at ascertaining the completeness, adequacy and functionality of the data protection compliance risk management model, reporting any irregularities relating to personal data processing to the competent company structures, to the Data Protection Officer and reporting to the Board of Directors. The Data Protection Officer, in compliance with the GDPR and the Guidelines, is tasked with preparing a report, at least annually, to report to the Board of Directors any data protection issues of particular importance.

This commitment allows, through the adoption of appropriate measures, for the mitigation of reputational and non-compliance risks in the processing of personal data, also with respect to the lawfulness and fairness of the processing, the purpose of the processing and its relevance, and the completeness and non-excessive nature of the data collected.

The Intesa Sanpaolo Group has adopted a critical events management model that promptly defines the activities aimed at an efficient management of incidents, requiring the involvement of different Functions depending on the nature of the specific case.

In this scenario, the Data Protection Officer manages non-compliance events by providing assistance and cooperation to ensure the identification and implementation of actions to eliminate or mitigate the effects of the event in question.

If the event constitutes a data breach, the Data Protection Officer is required to assess its impacts in terms of an actual risk to the rights and freedoms of natural persons: if the risk is high, he/she shall notify the Data Protection Authority and, in the event of a particularly high risk, he/she shall also notify the data subjects.

Intesa Sanpaolo issued specific Governance documents that give precise instructions on the conduct that employees and collaborators must hold so as to ensure the correct collection, use and protection of personal data, in compliance with current national and international regulations and the principles adhered to by the Group, formalised in the Code of Ethics and in the Group Internal Code of Conduct (the latter in the process of being updated, with a strengthening of the provisions on personal data protection).

Recently, updates have been made to the Guidelines on the protection of personal data of natural persons and the Corporate Rules for the processing and protection of personal data of natural persons, which outline the data protection compliance risk management model by laying down the general principles and defining the roles and responsibilities of the Bodies and corporate structures involved. In addition, they set forth the obligations required for processing and protection purposes and lay down the application of sanctions in the event of non-compliance with the provisions.

Failure to comply with external or internal privacy protection regulations by an authorised data processor shall result in the activation of a procedure aimed at verifying the actual unlawful conduct. In the event of ascertained and unjustified violations, the Functions responsible for initiating disciplinary proceedings are always notified, a process which normally ends with the application of one of the measures provided for by the Disciplinary Code against the non-compliant entity.

The Group, having companies located in various EU and non-EU countries, complies with the provisions expressly set forth by local regulations on personal data protection.

Over the past year, the Group continued to monitor third parties both through the submission of self-assessment questionnaires to 115 suppliers and through on-site inspections on 12 suppliers. Overall, both activities recorded a positive outcome with most suppliers achieving a medium/high level of control. In 2024, greater priority and attention will be given both to those suppliers who did not fulfil the request to complete the questionnaire, and to those third parties who obtained a low level of control within the scope of the self-assessments and on-site inspections.

The awareness-raising activities aimed at the Group's employees and related to data protection issues continued through the delivery of mandatory training courses in e-learning mode and the provision of new modules to enable personnel to learn about regulations with a practical approach and to be continuously updated.

The privacy policy was restyled in order to ensure greater clarity and transparency, including with the aid of special graphics that facilitate usability and understanding thereof. The document, published on the website [i], specifies that Intesa Sanpaolo implements personal data processing solely for the purposes described and expressly stated in the same policy, made available to the data subjects. No processing will be carried out for secondary purposes not expressly stated.

In relation to the processing of personal data for marketing purposes, the free, explicit and unequivocal consent of the data subject is required; if the data subject refuses such consent or does not select any option, the data collected will not be processed and used for that purpose under any circumstances.

In terms of planning activities, the birth of Isybank entailed the fulfilment of regulatory requirements related to data protection aspects and the simultaneous start of the targeting of privacy processes and safeguards, which will continue in 2024.

The new integrated platform that will enhance controls on the Record of Processing Activities and the main corporate privacy processes continued to be developed. The development, testing and fine-tuning will continue until 2025.

In relation to the activities carried out in the international scope, the guidance, coordination and control activity continued in relation to the EU Companies with special meetings being held for the presentation of privacy processes, discussion about relevant issues, transmission and analysis of periodic information flows. In the context of the non-EU scenario, controls on the international branches that carry out a higher number of personal data processing activities were enhanced to reduce the risks of non-compliance and strengthen their governance.

This year, at the end of the preliminary proceedings of the various local authorities on personal data protection, the Intesa Sanpaolo Group received a financial penalty of 21,000.00 euro and 2 non-financial penalties consisting of formal warnings.

With regard to requests received from customers regarding personal data protection, in Italy 188 reports were received in 2023 for alleged instances of non-compliance (159 of which related to Intesa Sanpaolo S.p.A.) and 16 requests (9 of which for complaints from customers and 7 for information/documentation requests) from the Italian Data Protection Authority regarding companies belonging to the Group, for which the necessary responses were given.

In 2023, 142 cases (75 of which related to Intesa Sanpaolo S.p.A.) of loss or theft of data of customers of the Group (Data Breach) were assessed in Italy, 133 of which (68 related to Intesa Sanpaolo S.p.A.) were not found to pose a risk to the rights and freedoms of the data subjects and therefore reporting to the Italian Data Protection Authority was not necessary. For the remaining 9 cases (7 related to Intesa Sanpaolo S.p.A) it was deemed necessary or prudential to proceed to notify the Italian Data Protection Authority; out of these, 2 cases (1 related to Intesa Sanpaolo S.p.A) were also notified to the data subjects.

The international Companies established in the European Union reported a total of 87 incidents/events of alleged personal data breach, of which 10 were reported to local authorities, while for the remaining 77 the local Data Protection Officers did not detect a risk to the rights and freedoms of the data subjects so reporting the respective Data Protection Authority was not necessary.

COMPLIANCE WITH LABOUR LAWS

Consistent with the commitment set out in the Code of Ethics for the development of a working environment permeated by mutual trust, loyalty and enriched by the contribution of each person, the management model in this area is based on national and second-level (Group) collective bargaining agreements. Compliance with these rules, in addition to the legal provisions, is instrumental to improving the working environment, with a view to continued growth in the quality of relations between the Company and its personnel and customers. Thus, they have the goal of asserting the need for a transparent and sustainable work organisation, with clear operational responsibilities at the various levels to continuously ensure compliance with the rules and the prevention of non-

compliant behaviour, identifying measures that ensure the effective encapsulation of company objectives and worker expectations in terms of the working environment and internal relations. Responsibility for management, and consequently also for monitoring the effective application of the trade union agreements, is assigned to the Labour Affairs and Policies Head Office Department. The protocol for Labour Relations identifies the methods to enable joint research between the Company and Trade Union Organisations on solutions to improve the well-being of the Group's people and make a positive contribution to productivity with advanced and innovative responses in the area of pensions, assistance and services for families, education and an improved work-life balance.

In general, the number of labour lawsuits is small: 54 cases (24 of which from employees in service) for violations of labour law were reported in 2023 and 55 cases were closed. The main types of ongoing litigation concern deskilling, appeals against dismissal and disciplinary sanctions, higher job positions, and termination of the employment relationship (sale of business unit – Intrum). In 2023, there were no reports of lawsuits exclusively relating to mobbing involving Group's current employees.

There is no evidence of cases of discrimination that have led to investigations for measures to be issued under formal procedures or processes. With regard to the reports relating to the "Rules for combating sexual harassment", the inter-functional working group set up for the management of potential cases of this kind was activated on 10 occasions.

In this regard, the training initiatives on the subject of "Rules for combating sexual harassment" also continued.

Ongoing monitoring was also carried out on compliance with the rules laid down by the Group Internal Code of Conduct, with the Control functions conducting specific investigation activities in the presence of situations of alleged irregularity; in cases where the existence of irregular behaviour was actually ascertained, the required disciplinary procedures were initiated.

A working group was also set up between the Legal Service and Labour Consulting Offices and the Industrial Relations Office with the task of analysing employee requests that impact on the application of the Group Internal Code of Conduct.

The Labor Procedures Office supported an initiative to disseminate the Risk Culture initiated by the Audit functions within the Corporate structures.

In agreement with the International Subsidiary Banks Division, the roundtable discussions for the alignment of the Internal Code of Conduct with local regulations in order for the text to be implemented also by International Subsidiary Banks continued to be held. Furthermore, similar transposition and harmonisation activities continued with the international companies managed by the IMI Corporate & Investment Banking Division and by Fideuram – Intesa Sanpaolo Private Banking.

Concurrently, the Group Internal Code of Conduct continued to be monitored and reviewed with the aim of updating its text, also in light of the legislative changes introduced:

by Legislative Decree No. 104 of 27 June 2022 implementing Directive (EU) 2019/1152 of the European Parliament and of the Council of 20 June 2019 on transparent and predictable working conditions in the European Union (the so-called Transparency Decree) which, in terms of "multiple employments", led to a substantial rewriting of Article 4 of the Code on "activities and assignments outside the professional sphere", expanding the possibilities of carrying out another work activity, unless this is in conflict of interest with the main employer, prejudicial to the worker's health (also with respect to the legislation on rest periods), or incompatible with the need to guarantee a public service;
by Italian Legislative Decree No. 24 of 10 March 2023 implementing Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of regulatory provisions (so-called Whistleblowing);
by the new Intermediaries Regulations for Financial Advisors, both employees and non-employees, to which reference is expressly made for specific cases.

The Group then continued to take into account the recent changes in terms of work organisation (so-called Next Way of Working), the increasing impact of some issues, such as Diversity, Equity & Inclusion, or Cybersecurity and, in terms of work tools, it introduced the explicit prohibition of using tools or procedures other than those provided or authorised by the Company, so as to ensure the constant tracking of the activities in compliance with specific regulations on record keeping. In addition, after more than three years of application of the new text, the update also offered the opportunity to incorporate some ideas for integration/improvement drawn from practical experience and suggested by different functions.

Sustainable value creation and business integrity

AUDITS

The planning of Audits is coordinated by a specific internal structure, which supports the Chief Audit Officer in setting and assigning short-to-medium-term objectives and plans to the Auditing Responsibility Centres, which are internal structures focused on specific functions of the Bank or Group Companies (e.g. head office functions, ITC, branch network, product companies, etc.) rather than on cross-cutting risk areas. The planning activity takes into account the findings from risk analysis, the requests from the Company Management and Control Bodies, and from Top Management, as well as the obligations arising from external regulations and instructions from the Supervisory Authorities. In terms of timing, it is divided into:

Multi-year Strategic Planning: in line with the company's strategic guidelines;
Annual Operational Planning: Annual Audit Plan, subject to approval by the Bodies;
Quarterly Operational Planning.

Within the Chief Audit Officer structures, the Audit Global & Strategic Risks Head Office Department is also responsible – among other things – for the transversal monitoring of risks related to ESG issues.

As required by international standards, the Internal Audit Department is subject to an external Quality Assurance Review (QAR) on a regular basis. The most recent one ended in the first half of 2022 with the confirmation of the highest possible rating ("Generally Compliant"); the next is scheduled in the second half of 2024. The external evaluator highlighted the continuous development and growth process of the Function as well as increased effectiveness in comparison with the results of the previous QAR and with the international best practices. In addition, on an annual basis, the Internal quality assurance and improvement plan is prepared, which is included in the Annual Plan submitted for approval to the Corporate Bodies.

At the international level, the audits are structured in such a way as to ensure the direct monitoring of Intesa Sanpaolo's international branches, in addition to guaranteeing supervision of the Central Structures and the Banks and Companies of the International Subsidiary Banks, Private, Asset Management, and IMI Corporate & Investment Banking. The Parent Company's dedicated Offices ensure governance of the activities carried out by the local audit units and, where necessary, direct audits of the Banks of the International Subsidiary Banks Division and the Insurance Division.

In 2023, 268 Risk Areas were identified in the Central Structures, Banks and Group Companies and analysed, with the completion of 407 audits (67 of which "extraordinary", originating from specific requests of Corporate Bodies, Supervisory Authorities or from events/circumstances occurring after the completion of the annual planning(6)). The overall residual risk for the Group (Q-Factor) determined at the end of 2023 through the audit methodology was found to be in the acceptable range and the mitigation measures in support of the key points reported by Audit during the various activities are monitored through the "Tableau de bord" and "Repository" tools until their resolution.

In 2023, 96 audits were reported as significant pursuant to Legislative Decree 231/2001 by the Parent Company's audit structures; 4 of these (equal to approximately 4%) concerned the risk of corruption, impacting 3 Governance Areas/Divisions/Legal Entities.

In the ESG area, the 2023 audit activity consisted mainly of an Audit programme (7 audits) focused directly on issues relating to the analysis of the evolution of Governance (Third Pillar disclosure preparation process, with a focus on ESG factors) and of the ESG framework (ESG impacts in supply chain management; issuance of green bonds on behalf of third parties; integration of "Sustainable and Responsible Investments" (SRI) principles and ESG factors in investment processes, for the Fideuram Intesa Sanpaolo Private Banking scope; Own Emission Plan; "Per Merito – Studio Si" Loans; integration of ESG issues into the market and counterparty risk framework). In addition, the "ESG related" audits were completed, which mainly focused on other aspects, but also included analyses on ESG issues (Consistency of credit strategies with sectoral trends; monitoring of the quality of the loan portfolio with reference also to ESG indicators and compliance with the principles and values of the Code of Ethics; Single adequacy model, Consob 2021 inspection follow-up and advanced advisory services for the Private Banking Division) and other initiatives that more marginally touch on environmental, social and governance issues relating to the Code of Ethics (see page 58). The different audit activities revealed an appropriate level of residual risk. The additional initiatives activated during 2023 by the Chief Audit Officer's structures also include the SAIL (Strategic Audit Innovation Line-up) programme to support the evolution of audits over a 2022-2025 time horizon of the plan. As part of this programme, the "Audit for Future" project developed internal initiatives with a social, environmental and diversity & inclusion impact for 2023 as well, including the "CAO4FOOD" and "CAO4HEALTH" initiatives, aimed respectively at the distribution of meals and medicines to people in need, and the gender orientation initiatives carried out in collaboration with the Parks association.

⁽⁶⁾ In addition, 4 audit activities that were in progress as at 31/12/2022 were completed, while 3 further activities, in progress as at 31/12/2023, will be completed during 2024. Finally, 7 initially planned activities were not activated due to a change in scheduling requirements.

WHISTLEBLOWING

The Group has adopted an internal system for reporting breaches (whistleblowing) of both European and national regulations, which harm the public interest or the integrity of Intesa Sanpaolo and the Group Companies (for example: administrative, accounting, civil or criminal offences; unlawful conduct pursuant to Legislative Decree 231/01; rules governing banking activities, internal policies and/or procedures of the company or conduct that gives rise to conflicts of interest) and that are identified within the workplace. The whistleblowing process was updated in July 2023, following the entry into force of Legislative Decree 24/2023. Any authorised parties (employees, collaborators, suppliers, consultants, etc.) who suspect that a violation has occurred or may occur, may submit a report through specific channels available 24 hours a day (e-mail or voice messaging), available on the Group's website [i] and on the Bank/Company's intranet portal, providing a detailed description of the circumstances and behaviours deemed to be in contrast with the regulations, using the Italian/English language (international language of reference), or that of the country of origin. The Bank puts in place appropriate safeguards vis-à-vis all those involved, ensuring the confidentiality of the information received and the identity of the whistleblower, in order to protect them from any possible retaliatory or discriminatory conduct resulting from the report. The Chief Audit Officer is the structure in charge of ensuring that the process is carried out correctly. In 2023, 30 reports were received on the Parent Company's Ordinary Channel, of which 1 was judged not pertinent, whereas 29 resulted in the launch of specific investigations. Dedicated whistleblowing channels are also active at the Group's International Subsidiary Banks, which received 8 reports, 4 of which were judged not pertinent.

As required by the process, all the reports were processed, activating the competent company functions for the relevant verifications and assessments, as well as for any risk mitigation measures.

DISPUTES AND FINES

As at 31 December 2023, there were a total of about 11,000 disputes (in addition to around 23,400 ''serial'' disputes at the International Subsidiary Banks, which overall account for a very limited remedy), other than tax disputes, at Group level for a total remedy(7) sought of around 3,300 million euro. This amount includes all disputes for which the risk of a disbursement of financial resources resulting from a potential negative outcome has been deemed possible or probable and therefore does not include disputes for which risk has been deemed remote.

At Group level, at the end of 2023 the total value of the claim for tax disputes (tax, penalties and interest) is 155 million euro, sharply down from the 219 million as at 31 December 2022.

With regard to compliance with environmental regulations, for damage caused to the environment as a result of the Bank's operations and in relation to health and safety, over the last three years, no significant reports emerged and no fines were imposed (see page 276).

With regard to labour litigation, at the end of December 2023 there were no significant disputes from either a qualitative or quantitative standpoint.

For information on the legal risks and the most significant civil, administrative and penal lawsuits, please refer to the Consolidated Financial Statements (see pages 561-580) [i].

Following the reform of civil proceedings in the context of the so-called Cartabia Reform referred to in Legislative Decree No. 149 of 10 October 2022, Mediation (as an activity carried out by a third party to promote an amicable solution to the dispute) was strengthened, thereby becoming one of the main dispute settlement tools and the ideal venue for the amicable settlement of claims. Intesa Sanpaolo has always considered the opportunities offered by mediation carefully. In this regard, in the first half of 2023, the Legal Affairs Head Office Department handled a number of cases equal to 589 mediations, participating in 59.3% of them and reaching a settlement agreement in 25.5% of the proceedings, thus recording better data than those recorded in the system equal to 7%(8). Considering the entire year 2023, out of a total number of mediations equal to 1,126, participation stood at 66% and an agreement was reached in 27.2% of cases.

⁽⁷⁾ The figures for the remedy sought do not include claims of indeterminate value, i.e. those that do not contain a specific financial claim when the dispute is initiated; the value of these disputes is determined during the course of the proceedings when sufficient information emerges for the valuation. (8) Source: Ministry of Justice – Statistics for 2023 (period 1 January – 30 June 2023).

Quality of service and customer satisfaction

RELEVANT ISSUES

Quality of service	116
Customer protection and responsible sales	122
Customer health and safety	123

RELEVANCE OF ISSUES AND MAIN IMPACTS

The Group is focused on providing top-quality banking, financial and insurance products and services to its customers, fostering the development of the areas in which it operates. The service model is organised on business areas with an organisational structure that guarantees monitoring in both Italy and the other countries in which it operates. Dialogue with its customers represents a constant commitment for the Group, in order to maintain the relationship at a level of excellence, maximizing their satisfaction and reducing the probability and relevance of complaints and disputes. Intesa Sanpaolo makes the information it provides to its customers clear and comprehensible in all stages of their relationship with the Bank through simple language and transparent policy statements. Elements of attention for the Group are also the protection of the health and safety of people: the management of physical safety risk is of fundamental importance for the protection of the physical integrity of people, whether they are staff, customers or suppliers.

Macro-issue	Projects/Indicators	2023 Actions/Results	Plan Objectives for 2025
Quality of service and customer satisfaction	Net Promoter Score(*)	NPS Retail: 28; NPS Exclusive: 22; NPS Corporate: 22; NPS Third Sector: 31; NPS Agribusiness: 18. In 2023, the survey consisted of about 590,000 responses from Retail customers, 111,000 responses from Exclusive customers, 65,000 responses from Corporate customers, 11,000 responses from Third Sector customers and 17,000 responses from Agribusiness customers	Enhancing the quality of service levels
	Average response times to customer complaints and appeals (Parent Company) compared to reference regulations (RR)	Investment products and services: 36 days (vs RR 60 days); Insurance products and services: 21 days (vs RR 45 days); Payment services: 10 calendar days (vs RR 15 working days); Ordinary: 17 days (vs RR 60 days)	Maintaining high performance levels in listening to customers
	Number of robberies	4 (12 in 2022)	Continuous focus on the safety of the Group customers and employees

PERFORMANCE INDICATORS, RESULTS ACHIEVED AND OBJECTIVE

(*) The NPS is an indicator that expresses the likelihood of customers to recommend a product, service or company, calculated in index points (between -100 and +100) subtracting the percentage of detractors (dissatisfied customers) from the percentage of promoters (loyal customers) obtained. Findings collected from the Banca dei Territori Division customers.

COMPANY POLICIES

In keeping with the values and principles of conduct defined in the Code of Ethics, which are based on listening and dialogue, transparency and fairness, and the protection of safety in business relations, the Group places its focus on the customer and strives to maintain excellent relationships. These values and principles are incorporated in the essential standards of behaviour set out in the Group's Internal Code of Conduct. In addition, for specific areas of activity governing the quality of customer relations, there are governance Guidelines and rules based on the initiation of processes which, by adopting models involving high levels of protection, shape conduct according to criteria of considerable good faith and fairness in relations. Customer health and safety aspects also are monitored with policies that establish principles and rules of conduct and define responsibilities in operational relations in branches. As confirmation of the Company's constant attention to such issues, in November 2022 the Board of Directors approved the Corporate and Physical Security Guidelines for the Intesa Sanpaolo Group, updating and integrating the previous version.

QUALITY OF SERVICE

Intesa Sanpaolo has adopted a service model focused on business areas with an organisational structure that guarantees monitoring in both Italy and the other countries in which it operates. The Divisions are responsible for developing the best quality service levels through the various channels, in order to improve the efficiency of the commercial products they offer to the various types of customers. Customer satisfaction and service quality are monitored and overseen by the structures that deal with customer satisfaction and customer experience in the various business Divisions.

LISTENING TO RETAIL AND BUSINESS CUSTOMERS IN ITALY

The Banca dei Territori (BdT) Division has developed a well-structured and extensive system for listening to customers' opinions which is able to identify factors of customer satisfaction and dissatisfaction and to promptly intercept the areas where action is needed, by initiating dedicated processes and actions for improvement. The Division's listening system is based on a number of tools:

the NPS (Net Promoter Score) allows a concise and effective understanding of the customer's likelihood to recommend the Bank through a survey differentiated according to customer segment;
the NSI (Net Satisfaction Index) is the tool for tracing customers' opinions on key moments relating to processes/ experiences of interaction with the Bank;
the SEIok Programme contributes towards the determination of the Variable Result Bonus for the Network and offers solid support for improvement in the level of service offered to customers.

NET PROMOTER SCORE – NPS®

The NPS is an indicator that expresses the likelihood of customers to recommend a product, service or company, calculated in index points (between -100 and +100) subtracting the percentage of detractors (dissatisfied customers) from the percentage of promoters (loyal customers) obtained. Intesa Sanpaolo carries out NPS surveys via telephone, email, App or Internet Banking on Retail, Retail Companies, Business, Third Sector and Agribusiness customers.

The listening system was developed even further during 2023:

for the NPS, by streamlining the technological infrastructure that manages the extraction of samples of Retail customers and Retail Companies for involvement in the survey;
for the NSI of the Digital Branch, by placing a new survey alongside the existing ones, that measures customer satisfaction after anomalies with Internet banking and Apps have been resolved;
for the NSI of digital channels, by continuing the activation of new contact points for recording customer feedback.

During 2023, the Quality survey system was launched for Isybank, the new digital bank, activating 33 contact points to collect customer feedback on the account opening process and on self transactions.

At Division level, a total of approximately 2.2 million feedback comments were collected from customers in 2023; in particular, the results of the NPS surveys are shown below.

	2021	2022	2023
Retail	16	22	28
Exclusive	14	16	22
Businesses	13	17	22
Third Sector	19	23	31
Agribusiness	8	17	18

Findings collected from the Banca dei Territori Division customers.

The NPS shows a growth trend in 2023 in all commercial areas (Retail and Exclusive +6, Businesses +5, Third Sector +8, Agribusiness +1), confirming the importance of focusing on customer relationship and customer service, which made it possible to obtain satisfactory results exceeding those recorded in the previous year.

NPS INNOVATION AND GROWTH

In 2023, the new "Branch Customer Experience" portal was released, which allows the network to have access to a summary overview on quality and is designed to support the complex work of managing customer relations. The "Branch Customer Experience" offers a summary, complete and prompt view of the quality perceived by customers in their interactions with Branches, to identify areas for improvement and define increasingly accurate action plans.

The portal is already available for all Areas and Branches of the Retail and Exclusive Commercial Areas of the Banca dei Territori Division and will be extended in the first months of 2024 to the Corporate, Agribusiness, Impact and Digital Branch Commercial Areas.

At the same time, the NPS Growth Programme was launched, a plan of actions identified by the network with the constant supervision of the Quality and Complaints contact person of the individual Departments, which aims to stimulate good practices geared to accommodating and anticipating customer expectations, improving their perception of the service offered.

During 2023, the "close the loop" quality system was further strengthened, by extending the contact initiatives by branch managers to additional business customer segments with respect to those who had expressed their desire to be contacted when responding to the NPS survey. These initiatives make it possible to strengthen relationships, enhance the value of the NPS data collected and minimise, through active listening, the risk of customer dissatisfaction.

Approximately 137,000 responses to questionnaires sent to the people of the BdT Division Group were also analysed, in order to improve dialogue, internal collaboration and work tools they use on a daily basis. In particular, the Quality4Network Programme continued, which measures the satisfaction with the services provided by the head-office structures to the Network, with the aim of improving its quality and making the daily activities easier for the Group's people working in contact with customers.

LISTENING TO LARGE CORPORATE CUSTOMERS IN ITALY

As part of maintaining relations with the Large Corporate customers, the customer experience surveys also are designed and conducted regularly on the basis of views shared with the structures responsible for products and services, in order to identify the measures to be taken to improve the range of products and services offered.

The results of the surveys are shared on an ongoing basis with the relations functions which, in their approach with the customers, benefit from the information received and can act with greater awareness of and focus on their needs.

During 2023, the IMI Corporate & Investment Banking Division designed and developed the following surveys which involved:

Quality of service and customer satisfaction

70 contact persons, acting as Investor Relators of companies belonging to the STAR segment, in a qualitative online research aimed at understanding the risks and opportunities that companies foresee in a scenario characterised by high inflation and a slowdown in demand. The response rate was about 56%;
93 customers in a telephone survey regarding the quality of the service offered for Commercial Acquiring services. In particular, the following areas were surveyed: service activation, after-sales service, daily operations, management of service disruptions, Net Promoter Score. The response rate was 73%;
16 customers in a structured listening project to explore companies' interest in transaction banking products related to ESG themes and KPIs. The response rate was 75%.

LISTENING TO CUSTOMERS IN THE INTERNATIONAL SUBSIDIARY BANKS

In 2023, the International Subsidiary Banks Division continued with the monthly customer listening process, consistent with the methods adopted by the Parent Company, aimed at measuring the quality perceived by customers on their relationship with the Bank, the channels used and the products and services offered. Based on the evidence that emerged, the Banks are implementing specific initiatives aimed at improving the level of customer satisfaction, including greater dialogue with customers by managers and a greater push to use digital channels for transactions. In 2023 these initiatives continued to involve VÚB Banka, PBZ, Banca Intesa Beograd (BIB), CIB Bank and were extended to Intesa Sanpaolo Bank Slovenia (ISP Slovenia), BiH and Intesa Sanpaolo Bank Albania (ISP Albania).

Benchmarking surveys in CIB Bank, BIB, VÚB Banka, ISP Slovenia, PBZ, Alexbank and ISP Albania involved over 14,300 interviewees in total, including about 3,500 customers from the Group's International Subsidiary Banks involved in these surveys. In addition, the Instant Feedback – Net Promoter Score (NPS) listening programme, active in five banks of the Division, allowed about 185,000 customer opinions to be gathered regarding their experiences when contacting the Bank.

The analysis of the trend of complaints continued with respect to all subsidiaries in the Division, with the exception of Pravex Bank, due to the contingent situation. With regard to Small Business customers (retail area), VÚB Banka, PBZ, BIB and CIB Bank continued their quarterly listening process in 2023, which made it possible to collect over 10,500 opinions from customers.

As regards the Corporate area, in 2023 the scope of the banks involved in the two types of survey mentioned above was extended to seven banks: VÚB Banka, CIB Bank, PBZ, BIB, ISP Slovenia, ISP Albania and Intesa Sanpaolo Bank Romania, with the last of these included during 2023. The surveys involved a total of about 3,100 customers.

The following main strengths are worth highlighting: the quality of the advisory service, the staff's ability to listen, the proactive nature in finding solutions to customer needs and the guaranteed stability of online channels.

LISTENING TO CUSTOMERS OF THE INSURANCE GROUP

The Customer Satisfaction survey system in the Insurance Group involves, on a voluntary basis, all the calls received by Customer Service of Intesa Sanpaolo Vita and Intesa Sanpaolo Assicura using a 2-question questionnaire to assess the Service. During the year, the survey addressed to customers following their calls to Customer Service achieved good results. In particular, on a scale of 1 to 5, the average score was 4.2 for calls received by the Intesa Sanpaolo Vita Customer Service and 4.3 for calls received by the Intesa Sanpaolo Assicura Customer Service, both in general satisfaction and in call management.

The initiative is in addition to the one already active for customers from Intesa Sanpaolo Assicura, who in 2023 expressed a significant level of satisfaction; in particular, on a scale from 0 to 10, the average scores were as follows: 9.0 for roadside assistance; 8.4 for Motor liability claims; 8.7 for Land Vehicles Insurance claims; 8.0 for Home Assistance and 8.0 for Home Claims.

LISTENING TO CUSTOMERS IN FIDEURAM - INTESA SANPAOLO PRIVATE BANKING

The Customer Satisfaction survey for customers of the Private Banking Division takes into account the specific elements of each company's service models. This year a specific focus was dedicated to the customers of Fideuram Direct, a new online distribution channel that is in addition to the physical networks. Compared to the previous year, the number of completed questionnaires has substantially doubled: in fact, 61,845 customers responded (44,966 from Fideuram, 12,272 from Sanpaolo Invest, 621 from IW Private Investments, 3,497 from Intesa Sanpaolo Private Banking and 489 from Fideuram Direct) compared to approximately 34,000 in 2022.

The following aspects emerged from the survey:

Reti Fideuram, Sanpaolo Invest, IW Private Investments and Fideuram Direct: the overall figure for customer satisfaction is growing. In 2023, the Customer Satisfaction Index (CSI) was actually 8.5 (8.3 in 2022), on a scale from 1 to 10 and the Net Promoter Score (NPS) was 62 (59 in 2022). Compared to the 2022 survey, the factor that has grown most of all is the overall satisfaction for the online banking and trading platforms. In the relationship with financial advisors, three key factors were most appreciated, namely competence, the ability to propose solutions in line with the customer's specific needs and their relational skills: courtesy, clarity and dedicated attention with the last of these showing strong growth. The strongest distinctive elements attributed to the Group by customers were the reputational ones: solidity, reliability and being part of a banking group with a long tradition. A sound understanding of ESG issues was confirmed, with over 60% of customers knowing this type of investment and a significant propensity for including this type of product in their investment choices was confirmed: 71% of those who know these products in fact declare themselves willing to include them in their portfolios, even with significant proportions.
Intesa Sanpaolo Private Banking: overall customer satisfaction remained high in 2023, the CSI was 8.6 (8.5 in 2022) and the NPS was 69 (66 in 2022). The most appreciated factors were the professionalism of bankers and branch staff, the understanding of customer needs, the ability to make them feel privileged, the attention to privacy and the ability to anticipate critical issues. Customers also always give a positive evaluation of the solidity and reliability of the Group. With regard to ESG issues and products, it emerged that 53% of customers involved know them, 36% already have them in their portfolio and over 60% of the sample, for the same return, prefer to invest in these instruments.

MANAGEMENT OF COMPLAINTS

The Intesa Sanpaolo Group maintains an ongoing dialogue with its customers to ensure that their relationship remains excellent. All customer groups are given the possibility of expressing any reasons for dissatisfaction to the Bank by sending a complaint, using multiple transmission methods to ensure easy access. The online form on the Bank's website and on the App can be filled in, or a paper letter can be sent by post or also delivered by hand to any operating point, or by email to the addresses on the transparency documents and on the site. The careful and prompt management of complaints and other claims made by customers expressing their dissatisfaction is of fundamental importance for consolidating the relationship of trust and addressing critical situations. In Italian law, the regulations issued by the relevant Supervisory Authorities provide for specific information requirements by the Compliance Function, with the aim of reporting at least once a year to corporate bodies and authorities on the overall situation of complaints received, as well as on the adequacy of the procedures and organisational solutions adopted.

The regulatory, procedural and organisational framework adopted by the Group is defined by the Guidelines for managing complaints, protests to the Supervisory Authorities and appeals to alternative dispute resolution Bodies, issued by the Board of Directors of the Bank in July 2016 and updated in October 2021. In 2023, a total of 119,768 claims(1) were registered at a Group level, broken down as follows:

• Banca dei Territori Division: the claims recorded totalled 68,260 (+19% compared to 2022, -5% if the impacts of the Isybank operation are excluded, which concentrated 13,999 claims in the last part of the year), of which 52,997 related to Group Banks and Companies(2) (+14% compared to 2022), 6,910 submitted to Prestitalia (+19%) and 8,353 submitted by former Accedo customers (+69%). The increase concerned above all i) the Organisation category, other and the website, for the customer transfer operation defined as "mainly digital" to Isybank and ii) the claims relating to salary-backed loans. During 2023, 67,355 claims were settled, of which 31,081 were accepted including 10,238 which entailed disbursements; of these 5,569 claims referred to the previous activities of Accedo and 2,229 referred to Prestitalia. Excluding claims submitted by former Accedo customers and Prestitalia customers who claimed the pro-rata refund of fees and/or charges paid at

⁽¹⁾ The claims include complaints and their possible reiteration (customer appeals), appeals to out-of-court dispute resolution bodies (ADR appeals) and requests for clarifications made by supervisory authorities in response to customer reports (reports).

⁽²⁾ Banks and Companies of the Banca dei Territori Division (Intesa Sanpaolo, Acantus, Isybank).

Quality of service and customer satisfaction

the time of disbursement, the following are the complaints, reiterations, reports and ADR (Alternative Dispute Resolution) appeals submitted for the various product/service categories, generally showing reductions compared to the previous year:

organisation, other and website: (26,281; +82%, -15% excluding Isybank). A significant number of claims received concern the transfer of "mainly digital" customers from Intesa Sanpaolo to Isybank (13,999). In response to the preliminary investigation initiated by the AGCM in November following reports of alleged irregularities in this operation, the two Banks have submitted to the Authority a proposal for commitments that provide for: (i) the possibility of opening a new account with Intesa Sanpaolo with better conditions than those existing before the transfer for customers transferred on 16 October 2023; (ii) the collection of explicit consent to the transfer for the remaining customers interested in the operation. The other claims refer to the quality of the service offered by the branches (3,006; -24%), site and app malfunctions (2,764; -12%), successions (1,891; -7%), documentation requests (1,623; -28%), malfunctions of ATM equipment (1,223; -25%) and foreclosures (1,130; -7%);
loans: 9,966 claims (-11%). The claims and appeals mainly concerned the assessment of creditworthiness (2,417; -27%), with particular reference to "Ecobonus" applications/requests (809; -45%), reports to the Bank of Italy's Risk Centre or Private Credit Information Systems (1,735; -5%) and the costs charged (1,334; +41%);
payment systems: 9,320 claims (-22%), mainly relating to the results of requests for the disclaimers of transactions made with payment cards, through internet banking services or cheques, as well as errors or malfunctions in processing customers' instructions;
current accounts, deposits and securities accounts: 4,126 claims (-16%) due to errors or delays in processing transactions, mainly in relation to the delayed or failed closure of accounts, communication problems on the part of the Bank, economic terms and conditions and their application;
insurance products: 1,917 claims (-23%). In general, customers complained about errors or delays in the execution of transactions and insufficient pre-contractual information about the products purchased;
investment services: 1,387 claims (+8%); the increase is due to complaints related to dissatisfaction with investment performance and errors and delays in processing transactions.
IMI Corporate & Investment Banking Division: the number of requests was modest due to the type of transactions carried out and customers served, with 602 requests received from foreign entities (595 from Banca Intesa – Russian Federation, 4 from International branches and 3 from Intesa Sanpaolo Bank Luxembourg). During 2023, 600 complaints were processed, of which only 357 were accepted and, among these, 3 involved disbursements.
Private Banking Division: a total of 3,797 requests were registered, 3,771 with reference to the Italian area and 26 to the foreign area. With regard to Italy, there was a decrease of 42%, mainly attributable to the end of the effect of the merger by incorporation of IW Bank into Fideuram. Most of the claims were on account of errors and delays in executing orders, mainly in relation to transactions for transferring mutual funds to other intermediaries, malfunctions of the new "Alfabeto" website; to errors or delays in the closure or transfer of current accounts and securities accounts and in the liquidation of insurance policies. During 2023, 3,810 complaints and reiterations were settled, of which 1,455 were accepted and, among these, 278 entailed disbursements. Fideuram Asset Management (FAM) SGR registered a total of 9 claims (compared to 5 in 2022), of which 7 were processed (not accepted) and 2 still being processed, generating no disbursements. With reference to the foreign sector, the numbers were small as regards Italy, although in line with 2022 (26 vs 25).
International Subsidiary Banks Division: a total of 36,569 claims were registered, with a reduction of 12% compared to 2022. The complaints focused mainly on five companies (VÚB Banka, PBZ, BIB, CIB Bank and PBZ Card) which registered about 90% of claims for the Division and referred mainly to disruptions in service due to some sporadic malfunctions in payment systems and a few new IT implementations on internet banking devices (DigiCal releases in CIB Bank and PBZ). During 2023, 35,839 claims were processed, of which 15,653 were accepted and, among these, 4,064 involved disbursements.
Insurance Division: 10,350 claims were recorded (-6% compared to 2022). The total claims recorded by the Life insurance companies show a decrease of 6% compared to the previous year. The total number of claims recorded in the Non-Life Segment increased by 21%, thanks to the growth in appeals to dispute resolution bodies (ADRs) as a result of the Cartabia reform, which revised the rules on ADRs, forcing disputes to follow the mediation procedure. Lastly, Intesa Sanpaolo RBM Salute recorded a reduction of 18% compared to 2022, with a decreasing trend recorded since April, mainly thanks to the improvement in the service levels of the dossier administrator, Previmedical, by virtue of the stricter standards set in the new Service Agreement signed in March 2023 and the effects of completed actions taken by ISP RBM Salute (insertion of two new specialised companies to support the Operations Centre and strengthen the customer advocacy unit).

The disputes mainly concerned liquidation and administrative aspects. During the year, 9,709 claims were processed, of which 2,920 were accepted and, among these, 197 involved disbursements.

• Asset Management Division: 190 claims were recorded, with an decrease of 13%, mainly attributable to incorrect or failed execution of instructions, correctness of (pre-contractual and ex post) information and unsatisfactory returns caused by market volatility also due to geopolitical instability. The disputes mainly concerned transactions with Eurizon Capital SGR and in particular the collective asset management. In 2023, 191 claims were processed, of which 7 were accepted with a disbursement.

CUSTOMER PROTECTION AND RESPONSIBLE SALES

TRANSPARENCY TO CUSTOMERS

In a context of correct and transparent relationships between intermediaries and customers, Intesa Sanpaolo makes the information it provides to its customers clear and comprehensible in all stages of their relationship with the Bank through the simplicity of its language, transparent policy statements, and the consistency among the various documents relating to the same products/services. The main offer documents, drawn up in line with the clarity and intelligibility requirements, can be found in branches and also on the Bank's website, under the Banking Transparency section [i]. These include Product and Service information sheets, Specific Guides and Information documents on the conditions offered to all type of customers. Respect for customers' rights at all stages of the contractual relationship is also ensured through organisational measures and checks on compliance with customer protection regulations and through behaviours based on transparency and fairness both in the placement phase and during the performance of the relationship.

INVESTMENTS: ADVISORY SERVICE

In terms of investments, Intesa Sanpaolo offers its customers the highest possible form of protection with its advisory service. As regards transactions relating to financial products or investment services, personalised recommendations are made consistent with the customer's financial profile. With this in mind, a series of specific rules that Bank personnel must observe is fully operational. After the entry into force of the MiFID II Directive and European Regulations in the area of investor protection(3), these Rules were strengthened in order to provide investors with higher levels of protection and increased transparency in trading on the financial instruments markets. In particular, Intesa Sanpaolo provides for obligations in terms of the governance of financial instruments, requirements of knowledge and expertise for the people in the Group responsible for providing investment services and ex ante and ex post information on the costs, charges and incentives of the products and services available. The model was further refined to introduce a new survey profile on sustainability preferences aimed at verifying the consistency between the percentage of ESG financial products/investment services with respect to the sustainability preferences expressed by customers during the profiling phase, which also detail the minimum percentage of the portfolio to be allocated to investments aimed at meeting these preferences. In addition, the Bank's processes have been supplemented in order to make available to staff and customers specific information relating to the sustainability of the investment instruments and, consequently, the reports periodically sent to customers have been supplemented with information regarding the preferences expressed and regarding the composition of the portfolio in terms of sustainable products.

Among the projects concerning advisory services, "Valore Insieme" continues to be a global consultancy solution provided by branch managers through an innovative relations platform that provides advanced and personalised consultancy in all phases of the construction, protection and transfer of investment portfolios, also through dedicated investment products. It is a service aimed at those looking for an exclusive relationship that combines an innovative platform and ongoing professional support from a dedicated manager.

⁽³⁾ Directive 2014/65/EU (MiFID II), Regulation (EU) No 600/2014 (MiFIR) and Regulation (EU) No 1286/2014 (PRIIPs).

Quality of service and customer satisfaction

THE PRODUCT GOVERNANCE AND COMPLIANCE CLEARING OF NEW PRODUCTS AND SERVICES

The new products and services and their subsequent variations are subject to the Product Governance process with the involvement of the Bank's various structures in order to assess all the characteristics of the product and clearly identify the customer segment it is intended for with the aim of protecting the customer. This process is constantly subject to verification by the Compliance Function to ensure substantial and formal compliance with internal and external regulations and the underlying assessments. The Product Governance process allows the transparent management of the individual phases that involve the concept, development, clearing, approval and monitoring of the products or services analysed. Every activity entails the participation of a number of structures so as to assess the characteristics of individual products and services, also in terms of ESG, whether provided by the Bank or by third party producers, as required by the regulations(4). Products and services undergo periodic, after-sales monitoring so as to assess their coherence over time with the predefined parameters of target markets and with the characteristics of reference customers.

Compliance assessments, nevertheless as part of the Product Governance assessments, are carried out in accordance with the principles of fairness and protection of the interests of customers, and also relate to the quality of the information provided, the consistency of the services, products or transactions with the needs and characteristics of the target customers.

The entire process is regulated by internal Guidelines and by specific process guides which the Bank has adopted, which identify in detail the activities and structures involved.

DIALOGUE WITH CONSUMER ASSOCIATIONS

Intesa Sanpaolo has continued its long-established, open and constructive dialogue, at a national level, with the Consumer Associations belonging to the National Council of Consumers and Users (CNCU) within the Italian Ministry of Companies and Made in Italy). In this context, the Framework Agreement called "Innoviamo le Relazioni" (Let's Innovate Relations) will be renewed in 2024 on expiry. During 2023, seven theme-based workgroups were organised aimed at the national managers of Consumer Associations concerning relevant issues, such as the Quick Training Project, a presentation of Isybank, Renewable Energy Communities and the Supersisma bonus.

In addition, with a view to further developing collaboration with local Consumer Associations, ad personam meetings with regional delegates from 19 regions were consolidated and held, in addition to the participation in the XXI planning session of the CNCU in Genoa.

In 2023, the training initiatives as part of the multi-year project "Mettere in comune competenze" (Sharing Expertise) continued. Since 2011, this project has seen Intesa Sanpaolo and the Consumer Associations share views, ideas and knowledge about their respective professions; 9 training webinars were held for the regional representatives of the Associations in a few Italian regions.

In order to consolidate local relations, guided tours were launched with representatives of the Associations of Italy. The first meeting took place in Naples in November 2023.

The Group is also a member and component of the Executive Committee of the Consumers' Forum, the only independent association in Italy consisting of the most important Consumer Associations and the largest industrial and service companies in the country. Work also continued in 2023 on Permanent Conciliation based on the agreement signed by the Bank with all Italian consumer organisations, an instrument managed through the agreed conciliation protocol.

CUSTOMER HEALTH AND SAFETY

Intesa Sanpaolo protects the health and safety of all the people who work there and visit its premises by implementing operational rules and technological safety measures, supported by IT tools and the promotion of a health and safety culture. The Group believes that protecting people, information and assets is an essential objective, acknowledging a crucial role also to corporate and physical security issues, in order to guarantee the preservation and growth of corporate value, the safeguarding of health and safety in the workplace and the protection of tangible and intangible assets. On the basis of the experience gained during the recent health emergency, the Bank has strengthened its safeguards and security measures, protecting the Group's customers and employees and allowing everyone to operate in full effectiveness, efficiency and safety.

⁽⁴⁾ Bank of Italy - supplement in 2019 to the Supervisory Instructions on "Transparency of the banking and financial transactions and services" with specific provisions on product governance; IVASS - Letter "Directive (EU) 2016/97 on insurance distribution and EIOPA preparatory guidelines on product governance and control by insurance companies and distributors of insurance products" dated 4 September 2017 and Regulation 45 laying down provisions on the governance and control requirements for insurance products in force since 31 March 2021; Consob - Intermediaries Regulation, amended by Resolution 21466 in force since 31 March 2021.

PHYSICAL SAFETY

For the protection of the health and safety of people, whether they are Group employees, customers or suppliers, the management of corporate and physical risk is of fundamental importance for the protection of physical integrity.

For this purpose, the Corporate and Physical Security Function (CPS Function) contributes, in line with company strategies and objectives, to the definition of security policies and guidelines for the Group, through the promotion, policy-making, development and innovation of models, measures and solutions for physical safety, info-physical security and Travel Security.

The initial groundwork for the above is an analysis of the risk context in which the Group operates, conducted in line with international methods and practices, also from a developmental and prospective point of view and through the analysis of data from internal and external sources. Following these assessments, the CPS Function then defines and updates its prevention strategies and countermeasures in terms of training, organisation, technology or human methods, defining the requirements of security systems and verifying their effectiveness over time; it also manages alarm reports and critical situations through the Security Operation Centres for physical safety and Travel Security, with an approach based on High Reliability Organizations (HRO), aimed at strengthening the resilience of existing systems, processes and procedures.

The CPS Function provides its services directly to the Companies in Italy according to a centralised management model, or providing guidance and support to the Companies operating on the basis of a decentralised management model. For this purpose, it also carries out specific assessments and analyses, both inside the Bank's premises and remotely, using the Group's "data lakes" wherever necessary. In both cases, the methods applied are those described by the ISO 31000:2018 standard, with the aim of preventing possible events involving harm to persons and the Group's tangible or intangible assets.

Within the scope of the International Subsidiary Banks Division, support and guidelines are provided in defining plans for people's resilience in the event of an emergency or crisis, coordinating their active readiness in operational terms, in collaboration with the relevant functions. Within the scope of the Group's Crisis Management Model, the relevant functions also work together for the management of critical situations also with a view to supporting operational continuity. In the field of Travel Security, support is provided for business trips abroad, in addition to the analysis of country risk levels and travel risk through the adoption of appropriate methodologies. There is constant active monitoring of travellers abroad and/or Group expatriates, to mitigate any incidents and/or emergencies, also with the support of qualified Partners.

With regard to the risks associated with predatory crimes, the CPS Function analyses and measures risks of robbery and theft including on-site checks on the level of protection of the most exposed sites. In 2023 within the perimeter of territorial locations of Intesa Sanpaolo in Italy, 1 actual robbery took place and also 2 attempted robberies, compared to 9 actual robberies and 5 attempted robberies in 2022. As regards the theft risk which, unlike robberies, does not generally impact on the health and safety of people, 8 attacks on ATM machines were recorded during the year (2 that succeeded and 6 that failed), which was down on the 12 attacks in 2022 (5 that succeeded and 7 that failed).

Another area being monitored as regards the risk to the physical safety of people within the Group is that of aggressive attacks on the Group's staff not linked to robbery or theft. As a result, measurement, analysis and containment actions in this area have been up and running for some time. The trend of the phenomenon has grown since 2018, the year in which the first survey was held, and also remains under observation by ABI in financial activities that involve contact with customers. In 2023, 309 cases of aggression were recorded (13 of which involving physical contact and the remainder with verbal abuse), compared to 264 in 2022 (16 of which involving physical contact). Mitigation actions involve training of the Group's people exposed to the risk and responsible for the management of events, their detection and management (investigation, psychological support, legal action) with the contribution of the Group's Divisions and Departments.

Innovation, digital transformation and cybersecurity