Intesa Sanpaolo

AGM Information • Mar 27, 2023

Report of the Board of Directors Item 3 on the agenda

Own shares:

b) Authorisation to purchase and dispose of own shares for trading purposes

Distinguished Shareholders,

you have been called to the Ordinary Shareholders' Meeting to resolve, inter alia, on the proposal to authorise the purchase of the Bank's own shares as well as acts of disposal, including in fractions, of the shares thus purchased, in accordance with Articles 2357 and 2357-ter of the Italian Civil Code and Article 132 of Legislative Decree 24 February 1998 no. 58 and related implementing rules, in compliance with the regulations on the equality of shareholders and the measures for the prevention of market abuse, for the purposes, on the terms and in the manner set out below.

The request for authorisation to purchase own shares is intended for the following purposes:

• (i) the Bank operating in derivatives;
• (ii) the need to hedge financial risks arising from the Bank's operations;
• (iii) any operational needs of a technical nature requiring the intervention of the property account.

Such operations are carried out by Intesa Sanpaolo's IMI Corporate & Investment Banking Division within a specific regulatory framework adopted by the Bank with reference to capital market operations.

In this regard, the Board of Directors recalls that

• on 23 June 2022, the European Central Bank authorised Intesa Sanpaolo, for a period of 12 months from that date, to purchase own shares up to a maximum value €30,000,000, with a simultaneous reduction of Intesa Sanpaolo's own individual and consolidated capital for the latter amount, in line with Article 77 of EU Regulation 575/2013;
• on 29 April 2022, the Shareholders' Meeting of Intesa Sanpaolo authorised the Board of Directors to proceed with the purchase and sale of Intesa Sanpaolo ordinary shares pursuant to Articles 2357 and 2357-ter of the Italian Civil Code;
• this authorisation by the Shareholders' Meeting was granted, for the period of 18 months, for a maximum total number of 10,000,000 shares and a maximum value of €30,000,000;
• said maximum total number of 10,000,000 shares and maximum value of €30,000,000 jointly represented the maximum "plafond" of Intesa Sanpaolo shares that could be held, with the possibility of replenishing once the shares were had been sold.

That being said, considering:

• that the Board of Directors believes that the reasons that prompted it to request the Shareholders' Meeting of Intesa Sanpaolo to authorise the purchase and disposal of own shares are still valid;
• that the actual market trading volumes that are the specific subject of this resolution and that took place, for trading purposes, in the financial year 2022 were as follows:

Year 2022	Quantity (no. of shares)	Value (in euros)
Initial stock	980,015	2,230,514
Purchases	92,879	179,437
Sales	808,539	1,666,566
Closing inventories	264,355	579,305

the quantity to be traded is confirmed as amounting to a maximum of 10,000,000 Intesa Sanpaolo ordinary shares, equal to approximately 0.053% of the number of Intesa Sanpaolo ordinary shares currently outstanding, for a maximum value of €30,000,000.

The maximum number of ordinary shares for which purchase authorisation is requested pursuant to Article 2357 of the Italian Civil Code is within the legal limits, also taking into account any shares held by subsidiaries.

At the date of this report, Intesa Sanpaolo's subscribed and paid-in share capital is €10,368,870,930.08 divided into 18,988,803,160 ordinary shares without nominal value.

The purchase of own shares will take place within the limits of distributable income and available reserves resulting from the latest approved financial statements at the time of the purchase transactions.

Following the purchase, the negative reserve referred to in Article 2357-ter of the Italian Civil Code will be entered in the financial statements.

The foregoing is without prejudice to the other proposed resolution on the agenda of this Shareholders' Meeting concerning the purchase and disposal of own shares to serve the Intesa Sanpaolo Group's Incentive Plans, as set forth in the preceding item 3a of the agenda.

All the above being considered, the Board of Directors proposes to the Shareholders' Meeting of Intesa Sanpaolo:

• 1. to authorise the Board of Directors, pursuant to and for the purposes of Article 2357 of the Italian Civil Code, as of the date of approval of this resolution, to purchase Intesa Sanpaolo S.p.A. shares, for the duration of 18 months, in one or more tranches, undertaking to provide for the specific reserve, for the purposes set forth in the Board's explanatory report;
• 1. to authorise the aforesaid purchases up to a maximum limit of 10,000,000 (ten million) ordinary shares and concurrently for a total value of the shares held of €30,000,000 (thirty million), stipulating in this regard that:
  2. the purchases are made at a price, net of ordinary ancillary charges, which, in its minimum, shall not be lower than the reference price of the share recorded in the stock exchange session on the day preceding each single transaction, decreased by 5% and, in its maximum, shall not be higher than the reference price of the share recorded in the stock exchange session on the day preceding each single transaction, increased by 5%;
  3. purchases are made in such a way as to ensure equal treatment of shareholders, pursuant to Art. 132 of Legislative Decree 24 February 1998 No. 58 and Article 144-bis, first paragraph, letters b) and c) of Consob Resolution No. 11971/1999, as amended, on regulated markets in accordance with the operating procedures set out in the regulations on the organisation and management of those markets;
• 1. to authorise, pursuant to and for the purposes of Article 2357-ter of the Italian Civil Code, the disposal, in whole or in part, of the Intesa Sanpaolo S.p.A. shares held, in accordance with the procedures allowed by the regulations at the time in force, without time limits, at a minimum price that shall not be lower than the reference price of the share recorded in the stock exchange session on the day preceding each single transaction, reduced by 5%, establishing in this regard that subsequent purchase and disposal transactions may be carried out, with the consequent possibility of replenishing the "plafond" indicated in point 2 above.

Distinguished Shareholders, you are therefore invited to approve the proposal to authorise the purchase and disposal of own shares in accordance with the terms described above.

16 March 2023

For the Board of Directors the Chair - Gian Maria Gros-Pietro

This is an English translation of the original Italian document. In cases of conflict between the English language document and the Italian document, the interpretation of the Italian language document prevails.