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Intesa Sanpaolo

AGM Information Apr 5, 2022

4465_agm-r_2022-04-05_314a1c0b-b9ef-46c0-9c3f-1ceb8b352c57.pdf

AGM Information

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ORDINARY SHAREHOLDERS' MEETING OF 29 APRIL 2022

CANDIDATES FOR THE POSITION OF BOARD DIRECTOR

CANDIDATES FOR THE POSITION OF BOARD DIRECTOR AND MANAGEMENT CONTROL COMMITTEE MEMBER

LIST No. 2 submitted by 20 asset managers

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.

AVV. GIULIO TONELLI

Viale Majno 45 – 20122 Milano Tel. +39.02.80.51.133 - Fax +39.02.86.90.111

To: Intesa Sanpaolo S.p.A. Piazza San Carlo n. 156 10121 - Torino

by certified email: [email protected]

Milan, 4 th April 2022

Oggetto: Slate for the appointment of the members of the Board Directors and the Management Control Committee of Intesa Sanpaolo S.p.A. pursuant to art. 14 of the Bylaws

Dear Sirs,

on behalf of the following shareholders: Allianz Valeurs Durables Sicav, Allianz European Equity Dividend, Allianz Azioni Italia All Stars, Allianz Adiverba, Allianz Actions Euro Convictions, Allianz Climat 2021; Amundi Asset Management SGR S.p.A. asset manager of: Amundi Risparmio Italia, Amundi Sviluppo Italia, Amundi Accumulazione Italia Pir 2023, Amundi Dividendo Italia, A-F European Eq Value; Anima Sgr S.P.A. asset manager of: Anima Crescita Italia, Anima Iniziativa Italia, Anima Italia; Arca Fondi Sgr S.P.A. asset manager of: Fondo Arca Azioni Italia, Fondo Arca Azioni Europa ESG; BancoPosta Fondi S.p.A. SGR asset manager of: Bancoposta Azionario Internazionale, Bancoposta Mix 1, Bancoposta Mix 2, Bancoposta Mix 3, Bancoposta Orizzonte Reddito, Bancoposta Azionario Flessibile, Bancoposta Global Equity Lte, Bancoposta Rinascimento, Bancoposta Equity Developed Countries; Candriam asset manager of: Cleome Index Emu Equities, Candriam Sust Eq Emu, Candriam Sust Eq Eur; Epsilon Sgr S.P.A. asset manager of: Epsilon DLongRun, Epsilon Multiasset Valore Globale Luglio 2022, Epsilon Multiasset Valore Globale Maggio 2022, Epsilon QEquity, Epsilon QReturn, Epsilon QValue; Eurizon Capital S.A. asset manager of Eurizon Fund sub-funds: Eurizon Fund - Top European Research, Eurizon Investment SICAV - Euro Equity Insurance Capital Light, Eurizon Fund - Azioni Strategia Flessibile, Eurizon Fund - Italian Equity Opportunities, Eurizon Fund - Equity Europe LTE, Eurizon Fund - Equity Euro LTE, Eurizon Fund - Equity Italy Smart Volatility, Eurizon Fund - Conservative Allocation, Eurizon Fund - Active Allocation, Eurizon Investment SICAV - Flexible Equity Strategy 2, Eurizon Next - Strategia Absolute Return, Eurizon Next - Strategia Megatrend, Eurizon Fund - Flexible Europe Strategy, Eurizon Fund - Equity Europe ESG LTE,

Eurizon Fund - Equity World LTE, Eurizon AM SICAV - Italian Equity, Eurizon AM SICAV - Long/Short Euro, Eurizon AM SICAV - Low Carbon Euro, Eurizon AM SICAV - Obiettivo Controllo, Eurizon AM SICAV - Obiettivo Equilibrio, Eurizon AM SICAV - Obiettivo Stabilità, Eurizon AM SICAV - Obiettivo Sviluppo, Eurizon AM SICAV - Social 4 Children ESG, Eurizon AM SICAV - Absolute Return Moderate ESG, Eurizon AM SICAV - Absolute Return Solution, Eurizon AM SICAV - Euro Equity, Eurizon AM SICAV - Euro Equity High Dividend, Eurizon AM SICAV - European Equity, Eurizon AM SICAV - Global Dynamic Allocation, Eurizon AM SICAV - Global Equity, Eurizon AM SICAV - Global Multiasset 15, Eurizon AM SICAV - Global Multiasset 30, Eurizon AM SICAV - Income Opportunities, ISPB LUX SICAV - Dynamic 7, ISPB LUX SICAV - Dynamic 6; Eurizon Capital Sgr S.P.A asset manager of: Eurizon Multiasset Strategia Flessibile Giugno 2023, Eurizon Multiasset Reddito Ottobre 2022, Eurizon Multiasset Reddito Dicembre 2022, Eurizon Pir Italia 30, Eurizon Global Multiasset Selection Settembre 2022, Eurizon Rendita, Eurizon Cedola Attiva Top Aprile 2022, Eurizon Azioni Internazionali, Eurizon Azioni Area Euro, Eurizon Global Dividend Esg 50 - Luglio 2025, Eurizon Global Dividend Esg 50 - Ottobre 2025, Eurizon Am Bilanciato Etico, Eurizon Am Bilanciato Euro A Rischio Controllato, Eurizon Am Azionario Etico, Eurizon Am Mito 50 (Multiasset Italian Opportunities 50), Eurizon Am Global Multiasset 30, Eurizon Am Global Multiasset II, Eurizon Am Global Multiasset Moderato, Eurizon Am Obiettivo Controllo, Eurizon Am Obiettivo Stabilità, Eurizon Am Rilancio Italia Tr, Eurizon Am Ritorno Assoluto, Eurizon Am Total Return Attivo, Eurizon Am Total Return Difensivo, Eurizon Am Total Return Moderato, Eurizon Am Tr Megatrend, Eurizon Am Tr Megatrend II, Eurizon Defensive Top Selection Marzo 2025, Eurizon Multiasset Valutario Marzo 2025, Eurizon Defensive Top Selection Maggio 2025, Eurizon Multiasset Valutario Maggio 2025, Eurizon Top Selection Prudente Maggio 2025, Eurizon Top Selection Equilibrio Maggio 2025, Eurizon Top Selection Crescita Maggio 2025, Eurizon Global Dividend, Eurizon Global Dividend Esg 50 - Maggio 2025, Eurizon Cedola Attiva Top Novembre 2022, Eurizon Multiasset Reddito Luglio 2023, Eurizon Multiasset Reddito Luglio 2022, Eurizon Azionario Internazionale Etico, Eurizon Azioni Europa, Eurizon Progetto Italia 70, Eurizon Diversificato Etico, Eurizon Top Selection Dicembre 2022, Eurizon Top Selection Gennaio 2023, Eurizon Multiasset Reddito Marzo 2023, Eurizon Multiasset Reddito Marzo 2022, Eurizon Cedola Attiva Top Aprile 2023, Eurizon Cedola Attiva Top Maggio 2023, Eurizon Multiasset Strategia Flessibile Maggio 2023, Eurizon Cedola Attiva Top Giugno 2023, Eurizon Disciplina Attiva Dicembre 2022, Eurizon Azioni Italia, Eurizon Cedola Attiva Top Ottobre 2023, Eurizon Cedola Attiva Top Maggio 2022, Eurizon Top Star - Aprile 2023, Eurizon Cedola Attiva Top Giugno 2022, Eurizon Multiasset Strategia Flessibile Ottobre 2023, Eurizon Top Selection Marzo 2023, Eurizon Multiasset Reddito Dicembre 2021, Eurizon Top Selection Maggio 2023, Eurizon Top Selection Luglio 2023, Eurizon Traguardo 40 Febbraio 2022, Eurizon Disciplina Attiva Maggio 2022, Eurizon Cedola Attiva Top Ottobre 2022, Eurizon Defensive Top Selection Luglio 2023, Eurizon Multiasset Reddito Maggio 2022, Eurizon Disciplina Attiva Marzo 2022, Eurizon Opportunity Select Luglio 2023, Eurizon Pir Italia Azioni, Eurizon Disciplina Attiva Luglio 2022, Eurizon Disciplina Attiva Settembre 2022, Eurizon Azioni Pmi Italia, Eurizon Progetto Italia 40, Eurizon Multiasset Reddito Maggio 2023, Eurizon Defensive Top Selection Dicembre 2023, Eurizon Multiasset Valutario Dicembre 2023, Eurizon Top Selection Prudente Dicembre 2023, Eurizon

Top Selection Crescita Dicembre 2023, Eurizon Top Selection Prudente Marzo 2024, Eurizon Top Selection Equilibrio Marzo 2024, Eurizon Top Selection Crescita Marzo 2024, Eurizon Multiasset Valutario Marzo 2024, Eurizon Defensive Top Selection Marzo 2024, Eurizon Top Selection Settembre 2023, Eurizon Multiasset Reddito Ottobre 2023, Eurizon Multiasset Valutario Ottobre 2023, Eurizon Defensive Top Selection Ottobre 2023, Eurizon Top Selection Dicembre 2023, Eurizon Top Selection Prudente Maggio 2024, Eurizon Top Selection Equilibrio Maggio 2024, Eurizon Top Selection Crescita Maggio 2024, Eurizon Disciplina Globale Marzo 2024, Eurizon Defensive Top Selection Maggio 2024, Eurizon Multiasset Valutario Maggio 2024, Eurizon Disciplina Globale Maggio 2024, Eurizon Top Selection Prudente Giugno 2024, Eurizon Top Selection Equilibrio Giugno 2024, Eurizon Top Selection Crescita Giugno 2024, Eurizon Defensive Top Selection Luglio 2024, Eurizon Multiasset Valutario Luglio 2024, Eurizon Top Selection Crescita Settembre 2024, Eurizon Defensive Top Selection Ottobre 2024, Eurizon Top Selection Prudente Settembre 2024, Eurizon Top Selection Equilibrio Settembre 2024, Eurizon Top Selection Prudente Dicembre 2024, Eurizon Top Selection Equilibrio Dicembre 2024, Eurizon Top Selection Crescita Dicembre 2024, Eurizon Multiasset Valutario Ottobre 2024, Eurizon Top Selection Prudente Marzo 2025, Eurizon Top Selection Equilibrio Marzo 2025, Eurizon Top Selection Crescita Marzo 2025, Eurizon Defensive Top Selection Dicembre 2024, Eurizon Multiasset Valutario Dicembre 2024; Fidelity Funds - FS Sustainable Eurozone Equity Pool, Fidelity Funds – Italy, Fidelity Funds - Pan European Equity, Fidelity Funds - Sustainable Research Enhanced Europe Equity Pool, Fidelity Investment Funds -Fidelity Sustainable, Fidelity Investment Funds - European Fund, Fidelity Sustainable Research Enhanced Europe Equity UCITS ETF, Fidelity Sustainable Research Enhanced Global Equity UCITS ETF, Fidelity Institutional Funds Icvc - Europe (Ex-Uk), Fidelity European Trust PLC; Fideuram Asset Management Ireland asset manager of Fonditalia Equity Italy; Fideuram Intesa Sanpaolo Private Banking Asset Management Sgr S.P.A. asset manager of: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 50, Piano Bilanciato Italia 30; Interfund Sicav - Interfund Equity Italy; Fondo Pensione BCC/CRA; Generali Investments Luxembourg SA asset manager of: Generali Smart Funds Vorsorgestrategie, Generali Smart Fund PIR Evoluzione Italia, Generali Smart Funds PIR Valore Italia, Generali Investments SICAV Euro Equity, Generali Investments SICAV Euro Equity Controlled Volatility, Generali Multi Portfolio Solutions SICAV Euro Covered Call, Generali Investments Sicav Global Multi Asset Income; Generali Investments Partners Spa SGR asset manager of: Alleanza Alto Bilanciato, Fondo Alleanza Obbligazionario; Kairos Partners Sgr S.P.A. in its capacity of Management Company of Kairos International Sicav – Sub-funds: Italia Pir, Patriot, Italia, Europa ESG and of Kairos Cerere; Legal & General Assurance (Pensions Management) Limited; Mediobanca SGR S.p.A. asset manager of Mediobanca Esg European Equity; Mediolanum Gestione Fondi Sgr S.P.A. asset manager of: Mediolanum Flessibile Futuro Italia e Mediolanum Flessibile Sviluppo Italia, we file their unitary slate, complying with the gender objectives identified by sector regulations, for the appointment of the members of the Board Directors and the Management Control Committee of your Company to be appointed during your ordinary shareholders' meeting that will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022. For the purpose of this filing, the above mentioned shareholders jointly hold shares for percentage of 1,52162% (n. 295.656.859 shares) of the issued share capital.

Best regards,

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S. p. A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of shares % of share capital
ALLIANZ VALEURS DURABLES SICAV 8,500,000 0.044%
Allianz European Equity Dividend 7,410,479 0.038%
Allianz Azioni Italia All Stars 6,900,000 0.036%
Allianz Adiverba 5,606,200 0.029%
ALLIANZ ACTIONS EURO CONVICTIONS 5,400,000 0.028%
Allianz Climat 2021 4,772,329 0.025%
Total 38,589,008 0.199%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for

the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

▪ the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;

  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,
  • to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Shareholders' signatures

__________________________

Date 30th March 2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S. p. A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

shareholder no. of shares % of share capital
Amundi Asset Management SGR Spa 2.145.000 0,01104
AMUNDI DIVIDENDO ITALIA
Amundi Asset Management SGR Spa 19.730.899 0,10155
A-F EUROPEAN EQ VALUE
Amundi Asset Management SGR Spa 298.000 0,00153
AMUNDI ACCUMULAZIONE ITALIA PIR 2023
Amundi Asset Management SGR Spa 3.927.921 0,02022
AMUNDI RISPARMIO ITALIA
Amundi Asset Management SGR Spa 2.562.500 0,01319
AMUNDI SVILUPPO ITALIA
Total 28.664.320 0,14752

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

▪ the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of

the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;

  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,
  • to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

__________________________

Shareholders' signatures

This is an English courtesy translation of the original Italian document.

Date 29.03.2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF INTESA SANPAOLO S. p. A.

The undersigned Cesare Sacchi, with the necessary powers as Investment Support Manager of Anima SGR S.p.A., asset manager of OICRs holding ordinary shares of Intesa Sanapolo S.p.A., ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

shareholder no. of shares % of share capital
Anima SGR -
Anima Crescita Italia
1.500.000 0,008%
Anima SGR -
Anima Iniziativa
Italia
1.500.000 0,008%
Anima SGR -
Anima Italia
6.000.000 0,031%
Total 9.000.000 0,046%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for

the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

presents

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned

also states

▪ the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;

  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,
  • to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Signature

Milan, 25th March 2022

__________________________

Milan, 28th March 2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S. p. A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

shareholder no. of shares % of share capital
ARCA Fondi SGR -
Fondo Arca
9.000.000 0,046%
Azioni Italia
ARCA Fondi SGR -
Fondo Arca
1.205.000 0,007%
Azioni Europa ESG
Total 10.205.000 0,053%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

▪ the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of

the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;

  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,
  • to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Shareholders' signatures

__________________________

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF INTESA SANPAOLO S. p. A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of
shares
% of share
capital
BANCOPOSTA FONDI S.P.A. SGR – BANCOPOSTA AZIONARIO INTERNAZIONALE 586.398 0,00302%
BANCOPOSTA FONDI S.P.A. SGR – BANCOPOSTA MIX 1 71.600 0,00037%
BANCOPOSTA FONDI S.P.A. SGR – BANCOPOSTA MIX 2 234.100 0,00120%
BANCOPOSTA FONDI S.P.A. SGR – BANCOPOSTA MIX 3 424.130 0,00218%
BANCOPOSTA FONDI S.P.A. SGR – BANCOPOSTA ORIZZONTE REDDITO 309.985 0,00160%
BANCOPOSTA FONDI S.P.A. SGR – BANCOPOSTA AZIONARIO FLESSIBILE 501.911 0,00258%
BANCOPOSTA FONDI S.P.A. SGR – BANCOPOSTA GLOBAL EQUITY LTE 35.983 0,00019%
BANCOPOSTA FONDI S.P.A. SGR – BANCOPOSTA RINASCIMENTO 834.225 0,00429%
BANCOPOSTA FONDI S.P.A. SGR – BANCOPOSTA EQUITY DEVELOPED COUNTRIES 137.566 0,00071%
Total 3.135.898 0,01614%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for

the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

▪ the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;

  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,
  • to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Rome, 24th March 2022

Shareholders' signatures

__________________________

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF INTESA SANPAOLO S. p. A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

shareholder no. of shares % of share capital
CLEOME INDEX EMU
EQUITIES
577 100 0.003%
Total 577 100 0.003%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

This is an English courtesy translation of the original Italian document.

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

  • the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;
  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,

▪ to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

CANDRIAM Date: 29th March 2022

Shareholders' signatures

__________________________

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF INTESA SANPAOLO S. p. A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

shareholder no. of shares % of share capital
CANDRIAM SUST EQ EMU 1 500 566 0.01%
CANDRIAM SUST EQ EUR 2 203 791 0.01%
Total 3 704 357 0.02%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

This is an English courtesy translation of the original Italian document.

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

  • the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;
  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,

▪ to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

CANDRIAM Date: 29th March 2022

Shareholders' signatures

__________________________

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S. p. A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of shares % of
share
capital
Epsilon SGR S.p.A.- Epsilon DLongRun 3.579 0,00002%
Epsilon SGR S.p.A.-Epsilon Multiasset Valore Globale Luglio 2022 51.652 0,00031%
Epsilon SGR S.p.A.-Epsilon Multiasset Valore Globale Maggio 2022 66.172 0,00040%
Epsilon SGR S.p.A.-Epsilon QEquity 27.150 0,00016%
Epsilon SGR S.p.A.-Epsilon QReturn 184.952 0,00112%
Epsilon SGR S.p.A.-Epsilon QValue 41.715 0,00025%
Total 375.220 0,00193%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for

the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

▪ the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;

  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,
  • to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Shareholders' signatures

__________________________

Date 24/03/2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S. p. A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

% of
Shareholder share
shares capital
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Strategia Flessibile Giugno 2023 16.011 0,000082%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Reddito Ottobre 2022 84.969 0,000437%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Reddito Dicembre 2022 32.578 0,000168%
Eurizon Capital SGR S.p.A.-Eurizon Pir Italia 30 4.389 0,000023%
Eurizon Capital SGR S.p.A.-Eurizon Global Multiasset Selection Settembre 2022 23.299 0,000120%
Eurizon Capital SGR S.p.A.-Eurizon Rendita 66.602 0,000343%
Eurizon Capital SGR S.p.A.-Eurizon Cedola Attiva Top Aprile 2022 13.819 0,000071%
Eurizon Capital SGR S.p.A.-Eurizon Azioni Internazionali 572.027 0,002944%
Eurizon Capital SGR S.p.A.-Eurizon Azioni Area Euro 511.292 0,002631%
Eurizon Capital SGR S.p.A.-Eurizon Global Dividend Esg 50 - Luglio 2025 371.118 0,001910%
Eurizon Capital SGR S.p.A.-Eurizon Global Dividend Esg 50 - Ottobre 2025 354.535 0,001825%
Eurizon Capital SGR S.p.A.-Eurizon Am Bilanciato Etico 112.663 0,000580%
Eurizon Capital SGR S.p.A.-Eurizon Am Bilanciato Euro A Rischio Controllato 95.166 0,000490%
Eurizon Capital SGR S.p.A.-Eurizon Am Azionario Etico 82.509 0,000425%
Eurizon Capital SGR S.p.A.-Eurizon Am Mito 50 (Multiasset Italian Opportunities 50) 1.054.389 0,005426%
Eurizon Capital SGR S.p.A.-Eurizon Am Global Multiasset 30 80.201 0,000413%
Eurizon Capital SGR S.p.A.-Eurizon Am Global Multiasset II 45.337 0,000233%
Eurizon Capital SGR S.p.A.-Eurizon Am Global Multiasset Moderato 16.414 0,000084%
Eurizon Capital SGR S.p.A.-Eurizon Am Obiettivo Controllo 74.983 0,000386%
Eurizon Capital SGR S.p.A.-Eurizon Am Obiettivo Stabilità 61.713 0,000318%
Eurizon Capital SGR S.p.A.-Eurizon Am Rilancio Italia Tr 42.651 0,000220%
Eurizon Capital SGR S.p.A.-Eurizon Am Ritorno Assoluto 14.381 0,000074%
Eurizon Capital SGR S.p.A.-Eurizon Am Total Return Attivo 154.523 0,000795%
Eurizon Capital SGR S.p.A.-Eurizon Am Total Return Difensivo 67.494 0,000347%
Eurizon Capital SGR S.p.A.-Eurizon Am Total Return Moderato 119.497 0,000615%
Eurizon Capital SGR S.p.A.-Eurizon Am Tr Megatrend 249.739 0,001285%
Eurizon Capital SGR S.p.A.-Eurizon Am Tr Megatrend II 66.981 0,000345%
Eurizon Capital SGR S.p.A.-Eurizon Defensive Top Selection Marzo 2025 1.958 0,000010%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Valutario Marzo 2025 100.475 0,000517%
Eurizon Capital SGR S.p.A.-Eurizon Defensive Top Selection Maggio 2025 565 0,000003%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Valutario Maggio 2025 7.743 0,000040%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Prudente Maggio 2025 570 0,000003%
% of
Shareholder no. of
shares
share
capital
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Equilibrio Maggio 2025 2.675 0,000014%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Crescita Maggio 2025 1.793 0,000009%
Eurizon Capital SGR S.p.A.-Eurizon Global Dividend 47.511 0,000245%
Eurizon Capital SGR S.p.A.-Eurizon Global Dividend Esg 50 - Maggio 2025 72.740 0,000374%
Eurizon Capital SGR S.p.A.-Eurizon Cedola Attiva Top Novembre 2022 20.311 0,000105%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Reddito Luglio 2023 35.057 0,000180%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Reddito Luglio 2022 67.372 0,000347%
Eurizon Capital SGR S.p.A.-Eurizon Azionario Internazionale Etico 365.000 0,001878%
Eurizon Capital SGR S.p.A.-Eurizon Azioni Europa 1.082.514 0,005571%
Eurizon Capital SGR S.p.A.-Eurizon Progetto Italia 70 2.922.741 0,015042%
Eurizon Capital SGR S.p.A.-Eurizon Diversificato Etico 673.650 0,003467%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Dicembre 2022 297.698 0,001532%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Gennaio 2023 65.872 0,000339%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Reddito Marzo 2023 58.820 0,000303%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Reddito Marzo 2022 19.864 0,000102%
Eurizon Capital SGR S.p.A.-Eurizon Cedola Attiva Top Aprile 2023 16.340 0,000084%
Eurizon Capital SGR S.p.A.-Eurizon Cedola Attiva Top Maggio 2023 18.874 0,000097%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Strategia Flessibile Maggio 2023 17.808 0,000092%
Eurizon Capital SGR S.p.A.-Eurizon Cedola Attiva Top Giugno 2023 59.292 0,000305%
Eurizon Capital SGR S.p.A.-Eurizon Disciplina Attiva Dicembre 2022 27.904 0,000144%
Eurizon Capital SGR S.p.A.-Eurizon Azioni Italia 7.166.021 0,036880%
Eurizon Capital SGR S.p.A.-Eurizon Cedola Attiva Top Ottobre 2023 101.935 0,000525%
Eurizon Capital SGR S.p.A.-Eurizon Cedola Attiva Top Maggio 2022 16.229 0,000084%
Eurizon Capital SGR S.p.A.-Eurizon Top Star - Aprile 2023 88.401 0,000455%
Eurizon Capital SGR S.p.A.-Eurizon Cedola Attiva Top Giugno 2022 8.680 0,000045%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Strategia Flessibile Ottobre 2023 13.585 0,000070%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Marzo 2023 183.920 0,000947%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Reddito Dicembre 2021 9.363 0,000048%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Maggio 2023 190.160 0,000979%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Luglio 2023 52.556 0,000270%
Eurizon Capital SGR S.p.A.-Eurizon Traguardo 40 Febbraio 2022 39.516 0,000203%
Eurizon Capital SGR S.p.A.-Eurizon Disciplina Attiva Maggio 2022 44.583 0,000229%
Eurizon Capital SGR S.p.A.-Eurizon Cedola Attiva Top Ottobre 2022 10.152 0,000052%
Eurizon Capital SGR S.p.A.-Eurizon Defensive Top Selection Luglio 2023 5.935 0,000031%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Reddito Maggio 2022 28.689 0,000148%
Eurizon Capital SGR S.p.A.-Eurizon Disciplina Attiva Marzo 2022 18.243 0,000094%
Eurizon Capital SGR S.p.A.-Eurizon Opportunity Select Luglio 2023 13.262 0,000068%
Eurizon Capital SGR S.p.A.-Eurizon Pir Italia Azioni 464.470 0,002390%
Eurizon Capital SGR S.p.A.-Eurizon Disciplina Attiva Luglio 2022 41.192 0,000212%
Eurizon Capital SGR S.p.A.-Eurizon Disciplina Attiva Settembre 2022 56.603 0,000291%
Eurizon Capital SGR S.p.A.-Eurizon Azioni Pmi Italia 256.488 0,001320%
Eurizon Capital SGR S.p.A.-Eurizon Progetto Italia 40 2.456.143 0,012641%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Reddito Maggio 2023 56.299 0,000290%

% of
Shareholder no. of share
shares capital
Eurizon Capital SGR S.p.A.-Eurizon Defensive Top Selection Dicembre 2023 443 0,000002%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Valutario Dicembre 2023 21.191 0,000109%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Prudente Dicembre 2023 1.193 0,000006%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Crescita Dicembre 2023 3.250 0,000017%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Prudente Marzo 2024 2.919 0,000015%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Equilibrio Marzo 2024 10.926 0,000056%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Crescita Marzo 2024 6.755 0,000035%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Valutario Marzo 2024 41.540 0,000214%
Eurizon Capital SGR S.p.A.-Eurizon Defensive Top Selection Marzo 2024 6.600 0,000034%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Settembre 2023 38.384 0,000198%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Reddito Ottobre 2023 9.735 0,000050%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Valutario Ottobre 2023 56.168 0,000289%
Eurizon Capital SGR S.p.A.-Eurizon Defensive Top Selection Ottobre 2023 3.182 0,000016%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Dicembre 2023 15.201 0,000078%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Prudente Maggio 2024 2.221 0,000011%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Equilibrio Maggio 2024 7.954 0,000041%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Crescita Maggio 2024 8.840 0,000045%
Eurizon Capital SGR S.p.A.-Eurizon Disciplina Globale Marzo 2024 17.161 0,000088%
Eurizon Capital SGR S.p.A.-Eurizon Defensive Top Selection Maggio 2024 1.873 0,000010%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Valutario Maggio 2024 44.496 0,000229%
Eurizon Capital SGR S.p.A.-Eurizon Disciplina Globale Maggio 2024 4.467 0,000023%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Prudente Giugno 2024 2.367 0,000012%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Equilibrio Giugno 2024 12.873 0,000066%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Crescita Giugno 2024 11.402 0,000059%
Eurizon Capital SGR S.p.A.-Eurizon Defensive Top Selection Luglio 2024 4.154 0,000021%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Valutario Luglio 2024 104.389 0,000537%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Crescita Settembre 2024 13.028 0,000067%
Eurizon Capital SGR S.p.A.-Eurizon Defensive Top Selection Ottobre 2024 5.921 0,000030%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Prudente Settembre 2024 2.361 0,000012%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Equilibrio Settembre 2024 15.270 0,000079%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Prudente Dicembre 2024 2.243 0,000012%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Equilibrio Dicembre 2024 10.658 0,000055%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Crescita Dicembre 2024 13.739 0,000071%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Valutario Ottobre 2024 145.788 0,000750%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Prudente Marzo 2025 1.953 0,000010%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Equilibrio Marzo 2025 13.207 0,000068%
Eurizon Capital SGR S.p.A.-Eurizon Top Selection Crescita Marzo 2025 12.000 0,000062%
Eurizon Capital SGR S.p.A.-Eurizon Defensive Top Selection Dicembre 2024 778 0,000004%
Eurizon Capital SGR S.p.A.-Eurizon Multiasset Valutario Dicembre 2024 55.386 0,000285%
Total 22.428.868 0,115431%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

This is an English courtesy translation of the original Italian document.

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

  • the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;
  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,
  • to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Shareholders' signatures

__________________________

Date 24/03/2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S.p.A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of shares % of share capital
Eurizon Fund -
Top European Research
1,971,128 0.0101
Eurizon
Investment SICAV -
Euro Equity
Insurance Capital Light
317,480 0.0016
Eurizon Fund -
Azioni Strategia Flessibile
6,577,805 0.0339
Eurizon Fund -
Italian Equity Opportunities
2,840,000 0.0146
Eurizon Fund -
Equity Europe LTE
722,510 0.0037
Eurizon Fund -
Equity Euro LTE
347,965 0.0018
Eurizon Fund -
Equity Italy Smart Volatility
1,322,858 0.0068
Eurizon Fund -
Conservative Allocation
354,550 0.0018
Eurizon Fund -
Active Allocation
1,260,000 0.0066
Eurizon
Investment SICAV -
Flexible Equity
Strategy 2
717,771 0.0037
Eurizon Next -
Strategia Absolute Return
52,156 0.0003
Eurizon Next -
Strategia Megatrend
768,934 0.0040
Eurizon Fund -
Flexible Europe Strategy
53,592 0.0003
Eurizon
Fund -
Equity Europe ESG LTE
754,280 0.0039
Eurizon Fund -
Equity World LTE
15,615 0.0001
Eurizon AM SICAV -
Italian Equity
3,820,000 0.0197
Eurizon AM SICAV -
Long/Short Euro
35,166 0.0002
Eurizon AM SICAV -
Low Carbon Euro
713,976 0.0037
Eurizon AM SICAV -
Obiettivo Controllo
261,056 0.0013
Eurizon AM SICAV -
Obiettivo Equilibrio
447,368 0.0023
Eurizon AM SICAV -
Obiettivo Stabilità
94,493 0.0005
Eurizon AM SICAV -
Obiettivo Sviluppo
30,815 0.0002
Eurizon
AM SICAV -
Social 4 Children ESG
115,386 0.0006
Eurizon AM SICAV -
Absolute Return Moderate
ESG
324,674 0.0017
Eurizon AM SICAV -
Absolute Return Solution
337,208 0.0017

This is an English courtesy translation of the original Italian document.

Eurizon AM SICAV -
Euro Equity
838,122 0.0043
Eurizon
AM SICAV -
Euro Equity High
Dividend
260,251 0.0013
Eurizon AM SICAV -
European Equity
147,299 0.0008
Eurizon AM SICAV -
Global Dynamic
Allocation
952,680 0.0049
Eurizon AM SICAV -
Global Equity
181,182 0.0009
Eurizon
AM SICAV -
Global Multiasset 15
198,992 0.0010
Eurizon AM SICAV -
Global Multiasset 30
226,683 0.0012
Eurizon AM SICAV -
Income Opportunities
59,556 0.0003
ISPB LUX SICAV -
Dynamic 7
16,396 0.0000
ISPB LUX SICAV -
Dynamic 6
24,000 0,0001
Total 27,161,947 0.1398

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

▪ the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;

  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,
  • to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Shareholders' signatures

__________________________

Date, 31 March 2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S.p.A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of shares % of share capital
FIDEURAM ASSET MANAGEMENT (Ireland) 17.336.000 0.089%
(FONDITALIA EQUITY ITALY)
Total 17.336.000 0.089%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

This is an English courtesy translation of the original Italian document.

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

  • the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;
  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,

▪ to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Shareholders' signatures

__________________________

Date, 31 March 2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S.p.A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of shares % of share capital
Fidelity Funds -
FS Sustainable Eurozone Equity
Pool
2,440,000 0.01256%
Fidelity Funds -
Italy
3,140,000 0.01616%
Fidelity Funds -
Pan European Equity
170,000 0.00087%
Fidelity Funds -
Sustainable Research Enhanced
Europe Equity Pool
6,000 0.00003%
Fidelity Investment Funds -Fidelity Sustainable 1,520,000 0.00782%
Fidelity Investment Funds -
European Fund
14,550,000 0.07488%
Fidelity Sustainable Research Enhanced Europe
Equity UCITS ETF
440,000 0.00226%
Fidelity Sustainable Research Enhanced Global
Equity UCITS ETF
7,000 0.00004%
FIDELITY INSTITUTIONAL FUNDS ICVC -
EUROPE (EX-UK) FUND
47,000 0.00024%
Fidelity European Trust PLC 6,100,000 0.03139%
Total 28,420,000 0.14627%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including

the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

  • the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;
  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,
  • to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

This is an English courtesy translation of the original Italian document.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Shareholders' signatures

__________________________

Date, 30 March 2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S.p.A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of shares % of share capital
FIDEURAM INTESA SANPAOLO PRIVATE
BANKING ASSET MANAGEMENT SGR
(FIDEURAM ITALIA –
PIANO AZIONI ITALIA –
PIANO BILANCIATO ITALIA 50 –
PIANO
BILANCIATO ITALIA 30)
14.890.000 0.077%
Total 14.890.000 0.077%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

This is an English courtesy translation of the original Italian document.

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

  • the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;
  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,

▪ to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Shareholders' signatures

__________________________

Date, 31 March 2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S.p.A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of shares % of share capital
Fondo Pensione BCC/CRA 228.903 0,00118%
Fondo Pensione BCC/CRA 52.248 0,00027%
Total 281.151 0,00145%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

This is an English courtesy translation of the original Italian document.

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

  • the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;
  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,

▪ to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Shareholders' signatures

__________________________

Date, 30/03/2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S.p.A.

The undersigned Generali Investments Luxembourg SA holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of shares % of share capital
GENERALI SMART FUNDS
VORSORGESTRATEGIE
65.461 0,0003
Generali Smart Fund PIR Evoluzione Italia 437.515 0,002
Generali Smart Funds PIR Valore Italia 320.061 0,001
Generali Investments SICAV Euro Equity 577.457 0,003
Generali Investments SICAV Euro Equity
Controlled Volatility
1.259.832 0,006
Generali Multi Portfolio Solutions SICAV Euro
Covered Call
353.925 0,002
GENERALI INVESTMENTS SICAV GLOBAL
MULTI ASSET INCOME
46.728 0,0002
Total 3.060.979 0,0014

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

▪ the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art.

120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;

  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,
  • to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

This is an English courtesy translation of the original Italian document.

Shareholders' signatures

Luxembourg, 28 March 2022

__________________________

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S.p.A.

The undersigned Generali Investments Partners asset management company holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of shares % of share capital
Alleanza Alto Bilanciato 180.000 0,0009
Fondo Alleanza Obbligazionario 2.529.901 0,013
Total 2.709.901 0,0139

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

This is an English courtesy translation of the original Italian document.

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

  • the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;
  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,

▪ to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Shareholders' signatures

__________________________

Milano, 28 March 2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S.p.A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of shares % of share capital
INTERFUND SICAV (INTERFUND EQUITY
ITALY)
1.428.000 0.007%
Total 1.428.000 0.007%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

This is an English courtesy translation of the original Italian document.

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

  • the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;
  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,

▪ to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Shareholders' signatures

__________________________

Date, 31 March 2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S.p.A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of shares % of share capital
KAIROS PARTNERS SGR S.p.A. (in quality
of
Management Company of Kairos International
Sicav –
Sub-fund
EUROPA ESG)
554,000 0.0029%
KAIROS PARTNERS SGR S.p.A. (in quality of
Management Company of Kairos International
Sicav –
Sub-fund ITALIA)
4,000,000 0.0206%
KAIROS PARTNERS SGR S.p.A. (in quality of
Management Company of Kairos International
Sicav –
Sub-fund PATRIOT)
42,000 0.0002%
KAIROS PARTNERS SGR S.p.A. (in quality of
Management Company of Kairos International
Sicav –
Sub-fund ITALIA PIR)
900,000 0.0046%
KAIROS PARTNERS SGR S.p.A. (in quality of
Management Company of Kairos CERERE)
88,000 0.0005%
Total 5,584,000 0.0288%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

▪ the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art.

120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;

  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,
  • to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

This is an English courtesy translation of the original Italian document.

Shareholders' signatures

__________________________

Date, 29/03/2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S.p.A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of shares % of share capital
Legal & General Assurance (Pensions
Management) Limited
52,708,410 0.27
Total 52,708,410 0.27

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

This is an English courtesy translation of the original Italian document.

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

  • the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;
  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,

▪ to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Shareholders' signatures

__________________________

Date, 3/25/2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S.p.A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of shares % of share capital
MEDIOBANCA SGR SPA (fund
MEDIOBANCA ESG EUROPENA EQUITY)
396.700 0,00%
Total 396.700 0,00%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

This is an English courtesy translation of the original Italian document.

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

  • the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;
  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,

▪ to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Shareholders' signatures

__________________________

Date, 24/3/2022

SLATE FOR APPOINTMENT OF THE MEMBERS OF THE BOARD DIRECTORS AND THE MANAGEMENT CONTROL COMMITTEE OF

INTESA SANPAOLO S.p.A.

The undersigned holders of ordinary shares of Intesa Sanpaolo S.p.A. ("Company" and/or "Issuer"), representing the percentages of share capital indicated below:

Shareholder no. of shares % of share capital
Mediolanum Gestione Fondi asset manager of
Mediolanum Flessibile Futuro Italia
23.000.000 0,12%
Mediolanum Gestione Fondi asset manager of
Mediolanum Flessibile Sviluppo
Italia
2.000.000 0,01%
Total 25.000.000 0,13%

WHEREAS

▪ an ordinary shareholders' meeting of the Company's has been called, which will be held, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 10:00 a.m. on 29 April 2022, or in the different place, date and time, in the event of amendment and/or modification and/or integration of the notice of call by the Company ("Meeting") where, inter alia, the members of the Board Directors and the Management Control Committee will be appointed on the basis of slates of candidates,

having regard to

▪ the requirements of current legislation and regulations (in particular, the Joint ESMA-EBA Guidelines (EBA/GL/2021/06) of 2nd July 2021 on the assessment of the suitability of members of the management body and key function holders, implementing the principles set out in Directive no. 36/2013/EU), the Company's Bylaws ("Bylaws") and the Corporate Governance Code 2020 promoted by the Corporate Governance Committee ("Corporate Governance Code"), for the filing of the slate of candidates functional to the aforementioned appointment, including the rules on the relationship between reference shareholders and minority shareholders,

considering

▪ the indications contained, in addition to the notice of call, (i) in the Board of Directors Explanatory Report on the agenda items of the Meeting ("Report") pursuant to Article 125-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) in the guidelines and suggestions expressed by the outgoing Board of Directors in the document entitled "Qualitative and quantitative composition of the Board of Directors" and, in particular, the therein respresentations on the eligibility requirements for the members of the Corporate Bodies, as well as the profiles of overall adequacy of the Board of Directors, and (iii) in the form of acceptance for the office of member of the Board of Directors and of the Management Control Committee, as published on the Issuer's website,

This is an English courtesy translation of the original Italian document.

present

▪ the following slate of candidates in the names and order below indicated for the election of the members of the Board of Directors and of the Management Control Committee of the Company:

Section I

Candidates for the office of Director

N. Name Surname
1. Daniele Zamboni
2. Maria Mazzarella
3. Anna Gatti

Section II

Candidates for the office of Director and Member of the Management Control Committee

N. Name Surname
1. Alberto Maria Pisani
2. Roberto Franchini

All candidates have certified that they meet the requirements of independence, professionalism, competence, honourableness and correctness required by current and applicable laws and regulations, the Bylaws and the Corporate Governance Code.

The undersigned shareholders

also state

  • the absence of relationships of connection and/or significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26.2.2009, with shareholders who - on the basis of the notifications of significant shareholdings pursuant to art. 120 of the Consolidated Law on Finance or the publication of shareholders' agreements pursuant to art. 122 of TUF, which can be found today on the Issuer's website and on the website of the Commissione Nazionale per le Società e la Borsa, respectively - hold, even jointly, a controlling or relative majority position as provided for by Article 147-ter, paragraph III, of TUF and Article 144-quinquies of the Issuers' Regulation approved by resolution 11971/99 ("Issuers' Regulation") and, more generally, by the Bylaws and the regulations in force;
  • to undertake to produce, upon justified Company's request, the appropriate documentation to confirm the truthfulness of the data declared,

▪ to be aware of the rules relating to the regulation of privacy especially with reference to the provisions of Regulation (EU) 679/2016 on the protection of personal data (in English "General Data Protection Regulation" in short "GDPR"),

delegate

Mr. Giulio Tonelli (tax code TNL GLI 79B27 E463Q) and Mr. Andrea Ferrero (tax code FRR NDR 87E05 L219F) domiciled in Milan, Viale Majno no. 45 to file, in their name and on their behalf, also severally, this slate of candidates for the appointment of the members of the Board of Directors and of the Management Control Committee of the Company, with the related documentation authorising them, at the same time, to give notice of such filing to the competent authorities and to the Asset Management Companies, if necessary.

* * * * *

The slate is filed with the following documents:

  • 1) a declaration in which each candidate accepts his/her candidacy for the office of member of the Board of Directors and of the Management Control Committee and also certifies the non-existence of causes of ineligibility and incompatibility, as well as the possession of the requirements of professionalism, honourableness and independence provided for by the legal, regulatory and statutory provisions, by the Corporate Governance Code and, more generally, certifies that he/she is suitable for the office, all followed by exhaustive information on his/her personal and professional characteristics and by a list of administration and control positions held in other companies, also pursuant to art. 2400, paragraph 4, of the Italian Civil Code;
  • 2) a curriculum vitae describing the personal and professional skills of each candidate, followed by a list of administrative, managerial and control positions held in other companies that are relevant under current legislation and regulations, the Bylaws and the Corporate Governance Code;
  • 3) copy of an identity document and the tax code of the candidates.

The communication/certification - concerning the ownership of the number of shares registered in favour of the ones entitled on the day of submission of the slate - will be forwarded to the Company in accordance with the regulations in force.

* * * * *

If your Company needs to contact the slate's supporters, please contact phone 02/8051133 and fax 02/8690111, e-mail [email protected]; [email protected].

Shareholders' signatures

Milano Tre, 23 March 2022

__________________________

Fonn of acceptance of nomination

as a member of the Board of Directors

With reference of the Ordinary Shareholders' Meeting of Intesa Sanpaolo S.p.A. - with Registered Office in Torino, Piazza San Carlo 156 - scheduled tor 29 Aprii 2022 (single call) and having regard to my nomination as a member of the Board of Directors of Intesa Sanpaolo S.p.A., until the approvai by the Shareholders' Meeting of the financial statements tor the 2024 financial year,

I, the undersigned ZAMBONI DANIELE (fiscal code ZMB0NL59L21 F205Q), born in Milan on July 21, 1959 nationality ltalian, profession Auditor

decl.are tha t

  • I accept the nomination tor the office of member of the Board of Directors of Intesa Sanpaolo S.p.A.;
  • I am suitable tor the office, pursuant to the applicable regulations ( 1 ) and the Articles of Association ( 2 ).

I also declare that

}' With regard to independence

  • a) )ti meet the qualified independence requirements laid down in Article 13.4.3 of the Articles of Association, as also supplemented by Article 13 of the Regulation of the Ministry of the Economy and Finance no. 169/2020;
    • o I do not meet the above-mentioned independence requirements;
  • b) I meet the requirements of independence of mind laid down in Article 15 of the Regulation of the Ministry of the Economy and Finance no. 169/2020, as well as the EBA/ESMA Guidelines and the ECB Guide.

}' With regard _ to professionalism and competence

c) I meet the professional requirements established for bank directors in the Regulation of the Ministry of the Economy and Finance no. 169/2020 due to having performed ( 3 ) the following for at least one three-year period, also alternatively:

)(administration or contrai activities or management tasks in the credit, financial, securities or insurance sector;

�dministration or contrai activities or management tasks in listed companies or companies of a size and complexity greater than or comparable to (in terms of turnover, nature and complexity of the organisation or activity carried out) that of the bank in which the office is to be held;

1 See in particular: Bank of ltaly Circular no. 285 of 17 December 2013 as amended; Regulation of the Ministry of the Economy and Finance no. 169/2020, goveming the suitability requirements and criteria established tor members of the management body and key function holders of banks; Guidelines on the assessment of the suitability of the members of the management body and key function holders - updated by the EBA and the ESMA on 2 July 2021, in implementation of the principles set out in Directive 3612013/EU ("EBA/ESMA Guidelines"); Guidelines on internal govemance, updated by the EBA on 2 July 2021; Guide to fit and proper assessments, updated by the ECB on 8 December 2021 ("ECB Guide"}.

2 Article 13.4.1. of the Articles of Association.

3 For the purposes of meeting the professionalism requirement, experience gained during the 20 years prior to assuming the office is taken into account; experience gained in severa! functions at the same time are counted only tor the period of time during which they were carried out, without accumulating them.

_)('.professional activities in matters pertaining to the credit, financial, securities and insurance sectors or in any case relevant to the bank's activities; the professional activity must be characterised by appropriate levels of complexity also with regard to the recipients of the services provided and must be carried out on a continuous and significant basis in the above-mentioned sectors;

o university teaching activities, as first or second level lecturer, in lega! or economie subjects or in other subjects relevant to the activities of the credit, financial, securities or insurance sector; o management, executive or top management functions, however named, in public entities or public authorities related to the credit, financial, securities or insurance sector and provided the entity in which the person performed those functions has a size and complexity comparable with that of the bank in which the position is to be held;

  • d) ){I am registered with the Register of independent auditors and have practised, for a period of at least three years, as an independent auditor or performed the functions of member of a contro! body in a limited company ( 4 };
  • e} with regard to the guidance and recommendations provided by the Board of Directors in the document on the Qualitative and Quantitative Composition of the Board of Directors, published on 3 March 2022, I have the persona! attributes and the theoretical knowledge and practical experience in relation to the areas listed below - including more than one of the areas of responsibility indicated in Artide 1 O of the Regulation of the Ministry of the Economy and Finance no. 169/2020 - within which I have achieved a level of competence specified below {areas and level of competence indicated by ticking the corresponding box}:
Areas Leve/ achieved
Basic/Good Very Good!Excellent (5)
1. Knowledge of the banking sector o
2. Overal/ know/edge of the banking business and
typical strategies of the industry and of risk
assessment and management techniques connected
with the exercise of banking activities, appropriate to
the complexity and importance of Intesa Sanpaolo
o
3. Ability to cooperate and be infiuential (stimulus and
appropriate and constructive sharing of professional
skills and opinions and solution of potential conflicts)
o
4. Authenticity, ability to stand-up for oneself and communicate
(transparency, proper presentation and defence of one's ideas)
o

4 Article 13.4.2, letter a), of the Articles of Association.

5 The Bank's Board of Directors has defined very good or excellent level as: experience: gained at an executive leve! of an office and for a significant period of time; knowledge and skills: acquired through specific and in-depth training and consisting of a recognised cultura! background and/or obtained through experience (naturally also in Boards and Committees, if for more than one term) in the professional curriculum, which have determined and explained their possession, making them demonstrable. In generai, very good and excellent knowledge and skills are those that someone is expert in, that are appropriate in relation to the office taken up, and/or of which someone is able to explain/teach the contents.

Consistently with the guidelines expressed by the Board of Directors, the areas of knowledge listed here are collectively requested tor the new Board as a whole, while each individuai candidate is expected to possess at least more than one of them at an excellent level.

Ability to read and interpret the financial statements data
5.
of a compfex financiaf institution and accounting
and financial and non-financia/ information (*)
o
Orientation to resufts
6.
o
7.
Adequate knowfedge of the English language
o
8.
Understanding of the global dynamics of the
economie and financial system
o )(
9.
Strategie view and pfanning
(understanding and assessing the mediumllong-term
scenarios of the Bank and the industry
and related strategie options) (*) o
1 O. Business judgement and capacity for inquiry,
analysis and decision making
o
Knowledge of sustainabifity issues
11.
and their integration in the Bank's strategies
o
12.
Knowledge of banking and financial products (*)
o
13.
Experience with govemance and
corporale govemance strvctures and mechanisms (*)
o
Knowledge offinancial markets (*)
14.
o
Experience in bùsiness
15.
andlor
corporale management
o
16.
Knowledge of regulations in the
banking industry and finaneial activities (*)
o
Knowledge of internal contro/ systems (*)
17.
o
18.
Knowledge of the socio-economie context
and of the market mechanisms of the countries
where the Bank is present andlor has strategie objeetives o
19.
Expertise in corporale functions
(i.e. audit, legai, corporale)
o
20.
Risk management expertise (*)
o
21.
Knowfedge of remuneration and
incentive systems
o

22. Knowledge of matters related to
information & digitai techno/ogy (*)
o
23. Experience in auditing and contro/ o
24. Knowledge of matters related to
cyber security
o
25. Knowledge of the insurance market and
products and the related regulations
o

(*) Area envisaged by Article 10 of Regulation 169/2020.

gained in the performance of the fallowing activities: Experience, theoretical knowledge and competence indicated at a very good/excellent leve! were
Area and Activities performed: ÀVV!.iJ .f/_r_f!"!.�.fF. F(�.��.�.�-�-. .f.�/�-�-'-�(
Company or entity concemed: 1-:;;Rf':'. � � Y.P.'f. t�S .
Period: .(l_qS.':l -:-:- .2-.o�(
Area and Activities performed: 15.�.ARb -�:é.����··-;
·· ··· ······ ······ ··· ··· ········
fi
Company or entity concerned: t-HT. (;f.�- J?1 �. P fti?�'? � ? .
Period: _, 2o.Jf>. ::: Z.?. Z:� .
Area and Activities performed:
��<--
?.P.Y1.'{}�?I.'?�
�-�----·
Y'::f!!
Company or entity concemed: .l .i.J:"f � -� -�- '. �-?.�-�- \$.r -�· .
ìj
Period: 29 JC ::-: '?:?.'?:.� .

» With regard to integrity and reputation

  • f) I meet the integrity requirements and the reputation criteria established for management body members of banks in the Regulation of the Ministry of the Economy and Finance no. 169/2020, as well as those established far statutory auditors of listed companies by the Regulation adopted by Ministerial Decree no. 162 of 30 March 2000;
  • g) I am not in a situation of substantial equivalence to the situations envisaged in the aforementioned Regulations with reference to the cases entirely or partially govemed by foreign laws;
  • h) I meet the reputation and fairness criteria established far management body members in the EBA/ESMA Guidelines and the ECB Guide, far the purpose of ensuring the sound and prudent management of the Bank.
  • » With regard to offices in companies and institutions and time commitment

4

  • i) with specific regard to the prohibition of interlocking directorates established by Article 36 of Law Decree 201/2011 (converted by Law 214/2011 ):
    • � I do not hold any offices in management, supervisory and contrai bodies or as a senior officer in competing companies or group of companies operating in the credit, insurance and financial markets;
    • o I am a member of management, supervisory or control boards of companies or groups of companies operating in the credit, insurance and fìnancial markets, and undertake as of now to give up such offices imrnediately on the appointment or attest that the offices held do not give rise to any incompatibility, specifying in detail the reasons thereof.
  • j) I comply with the limitation of directorships established by Regulation of the Ministry of the Economy and Finance no. 169/2020;
  • k) I am able to provide a sufficient time commitment to perform the office in the Company, having taken note of the guidance provided by the Board of Directors in the document on the Qualitative and Quantitative Composition of the Board of Directors.

» With regard to situations of ineligibility or incompatibility

  • I) no reasons for ineligibility, incompatibility or suspension exist in my regard pursuant to the law, the regulations or the Articles of Associations, and specifically none of the conditions for ineligibility and disqualification envisaged in the Regulation of the Ministry of the Economy and Finance no. 169/2020 and in Artide 2382 of the ltalian Civil Code and prohibition from the office of director, adopted against me in a Member State of the European Union pursuant to Article 2383 of the ltalian Civil Code;
  • m) � I am not employed in the public sector, according to and for the effects of Legislative Decree 165/2001, as subsequently amended and supplemented;
    • o I am currently employed in the public sector, but I benefit from the exemptions referred to in Legislative Decree 165/2001, as subsequently amended and supptemented, with a view to the possible appointment as member of the Board of Directors;
    • o I am currently employed in the public sector, according to and for the effects of Legislative Decree 165/2001, as subsequently amended and supplemented, and more precisely I am . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . at ..................................................... ( 6 ) and I have requested prior authorization from the Public Authority that employs me to perform the office of member of the Board of Directors or, if such authorization has already been granted, I will submit it to the Company at the earliest opportunity following the appointment;
  • n) o I have other employment relationships compatible with the position of Director and I have requested, if necessary, the prescribed authorizations or I will present them to the Company at the first occasion following to the appointment.

Lastly, I declare that

o) in the attached presentation, I have provided full information on my persona! and professional characteristics and on the management, administration and contrai offices held in other companies or entities, as well as any information useful for assessing my suitability for the office,

6 Please enter the office held and the details of Public Authority employer.

having taken note of the above-mentioned document on the qualitative and quantitative composition of the Board of Directors;

  • p) I have read the information notice referred to in Articles 13 and 14 of Regulation (EU) 2016/679, provided at the foot of this document, and I accordingly authorize the processing and publication of the above-mentioned data and information on my professional and persona! characteristics contained in the curriculum vitae attached;
  • q) I authorize the Company to seek confirmation from the relevant Authorities as to the truthfulness and authenticity of my statements, pursuant to and for the purposes of Article 71, paragraph 4, of Presidential Decree 445/2000.

I also agree to:

  • submit, at the Company's request, the documents needed to confirm the truthfulness of the information declared;
  • promptly notify any changes or additions to the persona! data, where relevant for the assessment of the requirements.

I attach duly signed

  • i) comprehensive information regarding my persona! and professional characteristics and management, administration and contro! offices held in other companies or entities (curriculum vitae);
  • ii) the list of the management and contro! offices currently held in other companies or entities, with an undertaking to provide any updates unti I the acceptance of the position.

(Piace and date) 'k:J��

(signature)

INFORMATION NOTICE TO MEMBERS OF THE CORPORATE BODIES OF INTESA SANPAOLO S.p.A. AND CANDIDATES FOR THE ROLES OF MEMBERS OF THE MANAGEMENT ANO CONTROL BODY, PURSUANT TO ARTICLES 13 ANO 14 OF REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT ANO OF THE COUNCIL OF 27/4/2016

This lnformation Notice implements the provisions of the Regulation on the protection of individuals with regard to the processing of persona! data and on the free movement of such data (the "Regulation").

SECTION 1 - THE IDENTITY ANO THE CONTACT DETAILS OF THE CONTROLLER

Intesa Sanpaolo S.p.A., with registered office in Piazza San Carlo 156, 10121 Torino, ltaly, Parent Company of the Intesa Sanpaolo lnternational Banking Group, as Data Controller (below also "Controller") processes your persona( data (below also "Persona! Data") far the purposes stateci in Section 3.

SECTION 2 - CONTACT DETAILS OF THE DATA PROTECTION OFFICER

The Controller has appointed the "Data Protection Officer" (DPO) envisaged by the Regulation. Far any matter relateci to the processing of your Persona! Data and/or to exercising the rights established in the Regulation and listed in Section 7 of this lnformation Notice, you can contact the Data Protection Officer at the email address [email protected].

SECTION 3 - CATEGORIE\$ OF PERSONAL DATA, PURPOSES ANO LEGAL BASIS FOR THE PROCESSING

Categories of Persona! Data

The Persona! Data that the Controller may process, as required by the laws in force from time to time, include the following categories of data:·(-) persona( and identification data, contact data, tax data and bark account details, other persona! data provided by the data subject; (-) data relating to links with other persons or parties, their wealth and family status, level of education, data relating to banking relationships, the performance of economie activities or activities in any case relating to the relationship with the Controller, positions held in companies or entities, shareholdings held in the Controller; (-) data collected from public sources (lists, registers, public documents available to anyone) or from other third parties (Intesa Sanpaolo Group companies, members of socia( security, welfare or health funds, commerciai information and financial risk companies, external companies for market research purposes); and (-) to comply with national and EU regulations, the Controller may process legai data relating to criminal convictions and offences.

Sources of Persona! Data

The Controller uses the Persona! Data concerning you that you have communicated or that has been collected from other Controllers (in the latter case subject to verification of compliance with the legal requirements by the third parties) or public sources (e.g. chambers of commerce) in compliance with the applicable regulations.

Purposes and legai basis far the processing

Your Persona( Data is processed by the Controller for the purposes listed below.

a) Purposes necessary for the assessment of the nomination far the role of member of a management or contro! body of the Controller and far the possible subsequent establishment of the relationship with the Contròller linked to that role, including the verification of the nomination and the requirements established by the applicable regulations. Specifically, for banking institutions the processing of persona! data is necessary for the application of the banking supervisory provisions concerning the verification of the suitability requirements for members of the corporate bodies of the Bank: Article 26 of the Consolidateci Law on Banking and relateci implementing regulations, the EBA-ESMA Guidelines on the assessment of the suitability of the members of the management body and key function holders, and the ECB Guide to fit and proper assessments, and subsequent supplementìng and amending rules.

b) Purposes necessary far the execution of the relationship linked to the role of member of a Corporate Body of the Controller (in the event of establishment of such a relationship), in particular

7

by virtue of the obligations deriving from the Articles of Association, from internal regulations and from corporale resolutions, including those of an administrative, accounting, corporate, remuneration, insurance, social security and tax nature, as well as those deriving from any other obligation established by laws, regulations and/or EU legislation, or by authorities empowered by law · or by supervisory and contro! bodies. With regard to the meetings of the Corporate Bodies that you will participate in, the Controller will process your persona! data consisting of audio, photo and video recordings containing your voice and/or image, as well as other data from which your identity may be deduced, in order to record the minutes of the meetings and fulfil the relateci requirements; your persona! data may be acquired and processed in both paper and digitai format.

e) Where necessary, for the exercise or defence of the Controller's rights, also in court.

d) To enable the Controller to carry out, take part in, manage or organise corporate transactions, including mergers, acquisitions and restructurings.

The processing of your persona! data for the purposes stated in points "a" and "b" is necessary and relevant to the execution of the relationship with the Controller. The processing far the purposes stated in points "e" and "d" is based on the legitimate interest of the Controller. The provision of your Data is not compulsory, but if it is not provided and processed it will not be possible to establish or continue the relationship or to fulfil all or part of the above-mentioned obligations.

SECTION 4 - CATEGORIES OF RECIPIENTS TO WHOM YOUR PERSONAL DATA MAY BE DISCLOSED

For the pursuit of the above-mentioned purposes, it may be necessary for the Controller to disclose your Persona! Data to the following categories of recipients: 1) Companies of the Intesa Group and its subsidiaries; 2) Third parties (companies, freelancers, etc.) operating both inside and outside the European Union that carry out activities connected with, instrumental to, or in support of those of the Controller; and 3) Authorities and public information systems set up within public authorities. The companies of the Intesa Sanpaolo Group and third pàrties to whom your Persona! Data may be disclosed may act as controllers, processors or joint controllers, as the case may be. The updated list of entities identified as controllers, processors or joint controllers is available from the DPO.

SECTION 5 - TRANSFER OF PERSONAL DATA TO A THIRD COUNTRY OR AN INTERNATIONAL ORGANISATION OUTSIDE THE EUROPEAN UNION.

Your Persona! Data are processed by the Controller inside the European Union. lf necessary, tor technical or operational reasons, the Controller reserves the right to transfer your Persona! Data to countries outside the European Union, subject of decisions of "adequacy" by the European Commission or based on the appropriate safeguards, provided by the country to which the Persona! Data shall be transferred, or specific exemptions provided by the Regulation. Your Persona! Data will not be disclosed, except for data that is public or required by law to be made known to the public, for example through publication on the Controller's corporate website.

SECTION 6 - METHODS OF PROCESSING ANO STORAGE OF PERSONAL"DATA

Your Persona! Data is processed by manual, computerised and electronic means and in such a way as to guarantee the security and confidentiality of the data. Your Persona! Data is kept for a period of time not exceeding that necessary to achievè the purposes for which it is processed, subject to the retention periods established by law. Specifically, your Persona! Data is generally stored for a period of ten years from the termination of the relationship with the Controller, subject to the different sto rage requirements for the purposes envisaged by the applicable regulations. Your Persona! Data may also be processed for a longer period, if an act interrupting and/or suspending the limitation period justifies the extension of the storage.

SECTION 7 - RIGHTS OF THE DATA SUBJECT

As the data subject, you may, at any time, request the Controller for access to your Persona! Data, asking for the rectification or erasure of the data, as well as exercise all the other rights established by thè Regulation (EU) 2016/679. For more complete and detailed information in this regard, please consult the Privacy section of the Controller's website (www.intesasanpaolo.com).

8

For any matter related to the processing ot your Persona! Data and/or it you wish to exercise the above-mentioned rights, you can contact the Data Protection Officer at the email address [email protected] orthe certified email address [email protected] or by post at the address Intesa Sanpaolo S.p.A., Piazza San Carlo 156-10121 Torino. Should you deem that the processing ot your Persona! Data takes piace in breach ot the Regulation and/or the applicable regulations, you may lodge a complaint with the Data Protection Authority or the Judicial Authority.

*** *** ***

ACKNOWLEDGEMENT BYTHE DATASUBJECT OF THE PERSONAL D ATA PROCESSED

Taking into account the lnformation Notice provided to me pursuant to Articles 13 and 14 ot the Regulation, I acknowledge that my Persona! Data is processed tor the purposes described in the lnformation Notice, in letters a) to d) ot Section 3 "Purposes and legai basis tor the processing of the persona! data".

Da�;r�l{;n j�: �;�1 D at� - S u b jec _ t _ Ì) .....--,,.........�---14.-+- .......... --......-----

Daniele lamboni (born in Milano in i959).

He has a degree in Economy and Commerce obtained at the Bocconi University in Milan. He is enrolled in the 'Register of Accounting Auditors' (Registro dei revisori legali).

Since 1985 he worked in EY Milan as an auditor. In 1989 he transferred to the EY office in Cincinnati (USA) to work with the local teams on the banking and financial industry. Upon his return to ltaly, he was nominated Director in 1995 and in 1996, tor one year, he went to work in the role of controller tor an important multinational company in Milan.

In 1999, he becomes EY Partner in EY FSO (Financial Service Organization); becoming responsible tor the financial statements audit of Banks, lnsurance companies, Asset management companies, listed groups and financial groups. He has also performed Due Diligence activities related to merges and acquisitions, has issued fairness opinions in relation to increases in equity and mergers.

He covered the position of FSO Assurance Leader from 2005 to 2010 and head of the FSO Business Development area from 2013 to 2016.

During the course of 2014 he coordinated, tor EY, the activities performed in conjunction with Bank of ltaly, related to the Comprehensive Assessment and in particular the Asset Quality Review.

Responsible until June 2016 in EY FSO for the ISAE 3402 certification.

As from July 2015 until June 2016 member of EY Supervisory Partner Forum di EY Emeia and member of the Board of Directors of Reconta Ernst & Young Spa.

From May 2016 Board of Directors member of Intesa Sanpaolo Spa, member of Risk Committee and Chairman of Relateci Party Committee.

Milan, March 4, 2022

SELF-DECLARATION CONCERNING THE HOLDING OF POSITIONS OR OFFICES IN OTHER COMP ANIES

The undersigned ZAMBONI DANIELE, bom in Milan, on July 21, 1959, tax code ZMBDNL59L2 l F205Q, with reference to the acceptance of the candidacy as member of the Board ofDirectors ofthe company Intesa Sanpaolo S.p.A.,

HEREBY DECLARES

that he has not admioistration, management and control positions in other companies.

Sincerely,

Signature

i

Piace and Date

Form of acceptance of nomination as a member of the Board of Directors

With reference of the Ordinary Shareholders' Meeting of Intesa Sanpaolo S.p.A. - with Registered Office in Torino, Piazza San Carlo 156 - scheduled far 29 Aprii 2022 (single cali) and having regard to my nomination as a member of the Board of Directors of Intesa Sanpaolo S.p.A., unti! the approvai by the Shareholders' Meeting of the financial statements far the 2024 financial year,

I, the undersigned MARIA MAZZARELLA (fiscal code MZZMRZ50M50F839P), born in Naples on August 101h 1950, nationality italiana, profession Retired Public Manager.

declare that

  • I accept the nomination tor the office of member of the Board of Directors of Intesa Sanpaolo S.p.A.;
  • I am suitable far the office, pursuant to the applicable regulations (1) and the Articles of Association (2).

I also declare that

)- With regard to independence

  • a) x I meet the qualified independence requirements laid down in Artide 13.4.3 of the Articles of Association, as also supplemented by Artide 13 of the Regulation of the Ministry of the Economy and Finance no. 169/2020;
    • o I do not meet the above-mentioned independence requirements;
  • b) I meet the requirements of independence of mind la id down in Artici e 15 of the Regulation of the Ministry of the Economy and Finance no. 169/2020, as well as the EBNESMA Guidelines and the ECB Guide.

)- With regard to professionalism and competence

c) I meet the professional requirements established far bank directors in the Regulation of the Ministry of the Economy and Finance no. 169/2020 due to having performed (3) the following far at least one three-year period, also alternatively:

x administration or contro! activities or management tasks in the credit, financial, securities or insurance sector;

o administration or contro! activities or management tasks in listed companies or companies of a size and complexity greater than or comparable to (in terms of tumover, nature and complexity of the organisation or-activity carried out) that of the bank in which the office is to be held;

1 See in particular: Bank of ltaly Circular no. 285 of 17 December 2013 as amended; Regulation of the Ministry of the Economy and Finance no. 169/2020, goveming the suitability requirements and criteria established for members of the management body and key function holders of banks; Guidelines on the assessment of the suitability of the members of the management body and key function holders - updated by the EBA and the ESMA on 2 July 2021, in implementation of the principles set out in Directive 36/2013/EU ("EBA/ESMA Guidelines"); Guidelines on internal governance, updated by the EBA on 2 July 2021; Guide to fit and proper assessments, updated by the ECB on 8 December 2021 ("ECB Guide").

2 Article 13.4.1. of the Articles of Association.

3 For the purposes of meeting the professionalism requirement, experience gained during the 20 years prior to assuming the office is taken into account; experience gained in severa! functions at the same time are counted only for the period of time during which they were carried out, without accumulating them.

o professional activities in matters pertaining to the credit, financial, securities and insurance sectors or in any case relevant to the bank's activities; the professional activity must be characterised by appropriate levels of complexity also with regard to the recipients of the services provided and must be carried out on a continuous and significant basis in the above-mentioned sectors;

o university teaching activities, as first or second level lecturer, in legai or economie subjects or in other subjects relevant to the activities of the credit, financial, securities or insurance sector; x management, executive or top management functions, however named, in public entities or

public authorities relateci to the credit, financial, securities or insurance sector and provided the entity in which the person performed those functions has a size and complexity comparable with that of the bank in which the position is to be held;

  • d) o I am registered with the Register of independent auditors and have practised, for a period of at least three years, as an independent auditor or performed the functions of member of a contrai body in a limited company ( 4 );
  • e) with regard to the guidance and recommendations provided by the Board of Directors in the document on the Qualitative and Quantitative Composition of the Board of Directors, published on 3 March 2022, I have the persona! attributes and the theoretical knowledge and practical experience in relation to the areas listed below - including more than one of the areas of responsibility indicated in Artide 10 of the Regulation of the Ministry of the Economy and Finance no. 169/2020 - within which I have achieved a level of competence specified below (areas and leve! of competence indicateci by ticking the corresponding box):
Areas Leve/ achieved
Basic/Good Ve!)( Good!Excel/ent ( 5
)
1. Knowledge of the banking sector D X
2. Overa/1 knowledge of the banking business and
typical strategies of the industry and of risk
assessment and management techniques connected
with the exercise of banking activities, appropriate to
the complexity and importance of Intesa Sanpaolo
D X
3. Ability to cooperate and be influential (stimulus and
appropriate and constructive sharing of professional
skills and opinions and solution of potential conflicts)
o X
4. Authenticity, ability to stand-up tor oneself and communicate
(transparency, proper presentation and defence of one's ideas)
o X

4 Article 13.4.2, letter a), of the Articles of Association.

5 The Bank's Board of Directors has defined very good or excellent level as: experience: gained at an executive level of an office and for a significant period of time; knowledge and skills: acquired through specific and in-depth training and consisting of a recognised cultura( background and/or obtained through experience (naturally also in Boards and Committees, if for more than one term) in the professional curriculum. which have determined and explained their possession, making them demonstrable. In generai, very good and excellent knowledge and skills are those thai someone is expert in, thai are appropriate in relation to the office taken up, and/or of which someone is able to explain/teach the contents.

Consistently with the guidelines expressed by the Board of Oirectors, the areas of knowledge listed here are collectively requested for the new Board as a whole, while each individuai candidate is expected to possess at least more than one of them at an excellent leve!.

'

This is an English translation of the originai /talian document. In cases of conflict between the Eng/ish language document and the ltalian document, the interpretation of the ltalian language document prevai/s.

5. Ability to read and interpret the financial statements data
of a complex financial institution and accounting
and financia/ and non-financial information (*) o X
6. Orientation to results o X
7. Adequate knowledge of the English language o X
8. Understanding of the global dynamics of the
economie and financial system
o X
9. Strategie view and planning
(understanding and assessing the medium!long-term
scenarios of the Bank and the industry
and related strategie options) (*) X o
1 O. Business judgement and capaòty for inquiry,
ana/ysis and decision making
o X
11. Know/edge of sustainability issues
and their integration in the Bank's strategies
o X
12. Know/edge of banking and financial products (*) o X
13. Experience with governance and
corporate governance structures and mechanisms (*)
o
X
14. Knowledge of fin ancia/ markets (*) o X
15. Experience in business andlor
corporate management
X o
16. Knowledge of regulations in the
banking industry and financial activities (*)
o X
17. Knowledge of internal contro/ systems (*) X o
18. Know/edge of the socio-economie context
and of the market mechanisms of the countries
where the Bank is present andlor has strategie objectives
X o
19. Expertise in corporale functions
(i.e. audit, legai, corporate)
o X
20. Risk management expertise (*) X o
21. Know/edge of remuneration and
incentive systems
o X
22.
Know/edge of matters related to
information & digitai techno/ogy (*)
X o
23.
Experience in auditing and contro/
X o
24.
Knowledge of matters related to
cyber security
X o
25.
Know/edge of
the insurance market and
products and the related regulations
X D

(*) Area envìsaged by Artìcle 10 of Regulation 169/2020.

Experience, theoretical knowledge and competence indicated at a very good/excellent level were gained in the performance of the following activities: Area and Activities performed: Member of Board of Directors and member of the Committee tor the operations with Related Companies and Member of the Committee responsible tor checking the appointment of directors in subsidiaries Company or entity concerned: INTESA SAN PAOLO Period: 2019-2022 Area and Activities performed: Member of Board of Directors and member of the Committee tor the operations with Related Companies Company or entity concerned: : INTESA SANPAOLO Period: 2016-2019 o Area and Activities performed: Manager Market Department ,Manager Listed Companies Department, Manager of regulation Department Company or entity concerned: CONSOB (Public Authority responsible tor regulating the ltalian financial market} Period: 1986-2015

)- With regard to integrity and reputation

  • f) I meet the integrity requirements and the reputation criteria established tor management body members of banks in the Regulation of the Ministry of the Economy and Finance no. 169/2020, as well as those established for statutory auditors of listed companies by the Regulation adopted by Ministerial Decree no. 162 of 30 March 2000;
  • g) I am not in a situation of substantial equivalence to the situations envisaged in the aforementioned Regulations with reference to the cases entirely or partially governed by foreign laws;
  • h) I meet the reputation and fairness criteria established tor management body members in the EBNESMA Guidelines and the ECB Guide, tor the purpose of ensuring the sound and prudent management of the Bank.

>- With regard to offices in companies and institutions and time commitment

  • i) with specific regard to the prahibition of interlocking directorates established by Artide 36 of Law Decree 201/2011 (converted by Law 214/2011 ):
    • x I do not hold any offices in management, supervisory and contrai bodies or as a senior officer in competing companies or graup of companies operating in the credit, insurance and financial markets;
    • o I am a member of management, supervisory or contrai boards of companies or graups of companies operating in the credit, insurance and financial markets, and undertake as of now to give up such offices immediately on the appointment or attest that the offices held do not give rise to any incompatibility, specifying in detail the reasons thereof.
  • j) I comply with the limitation of directorships established by Regulation of the Ministry of the Economy and Finance no. 169/2020;
  • k) I am able to pravide a sufficient time commitment to perforrn the office in the Company, having taken note of the guidance pravided by the Board of Directors in the document on the Qualitative and Quantitative Composition of the Board of Directors.

>- With regard to situations of ineligibility or incompatibility

  • I) no reasons far ineligibility, incompatibility or suspension exist in my regard pursuant to the law, the regulations or the Articles of Associations, and specifically none of the conditions far ineligibility and disqualification envisaged in the Regulation of the Ministry of the .Economy and Finance no. 169/2020 and in Artide 2382 of the ltalian Civil Code and prahibition from the office of director, adopted against me in a Member State of the Eurapean Union pursuant to Article 2383 of the ltalian Civil Code;
  • m) x I am not employed in the public sector, according to and far the effects of Legislative Decree 165/2001, as subsequently amended and supplemented;
    • o I am currently employed in the public sector, but I benefit fram the exemptions referred to in Legislative Decree 165/2001, as subsequently amended and supplemented, with a view to the possible appointment as member of the Board of Directors;
    • o I am currently employed in the public sector, according to and tor the effects of Legislative Decree 165/2001, as subsequently amended and supplemented, and more precisely I am .......................................................... at ..................................................... ( 6 ) and I have requested prior authorization from the Public Authority that employs me to perform the office of member of the Board of Directors or, if such authorization has already been granted, I will submit it to the Company at the earliest opportunity fallowing the appointment;
  • n) o I have other employment relationships compatible with the position of Director and I have requested, if necessary, the prescribed authorizations or I will present them to the Company at the first occasion following to the appointment.

Lastly, I dedare that

6 Please enter the office held and the details of Public Authority employer.

  • o) in the attached presentation, I have provided full infarmation on my persona I and professional characteristics and on the management, administration and contro! offices held in other companies or entities, as well as any information useful far assessing my suitability far the office, having taken note of the above-mentioned document on the qualitative and quantitative composition of the Board of Directors;
  • p) I have read the infarmation notice referred to in Articles 13 and 14 of Regulation (EU) 2016/679, provided at the faot of this document. and I accordingly authorize the processing and publication of the above-mentioned data and infarmation on my professional and persona! characteristics contained in the curriculum vitae attached;
  • q) I authorize the Company to seek confirmation from the relevant Authorities as to the truthfulness and authenticity of my statements, pursuant to and for the purposes of Artide 71, paragraph 4, of Presidential Decree 445/2000.

I also agree to:

  • • submit, at the Company's request, the documents needed to confirm the truthfulness of the infarmation declared;
  • • promptly notify any changes or additions to the persona! data, where relevant far the assessment of the requirements.

I attach duly signed

  • i) comprehensive information regarding my persona! and professional characteristics and management, administration and contrai offices held in other companies or entities (curriculum vitae);
  • ii) the list of the management and contrai offices currently held in other companies or entities, with an undertaking to provide any updates until the acceptance of the position.

Rame, March 28th 2022

( signature)

INFORMATION NOTICE TO MEMBERS OF THE CORPORATE BODIES OF INTESA SANPAOLO S.p.A. AND CANDIOATES FOR THE ROLES OF MEMBERS OF THE MANAGEMENT ANO CONTROL BODY, PURSUANT TO ARTICLES 13 ANO 14 OF REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT ANO OF THE COUNCIL OF 27/4/2016

This lnformation Notice implements the provisions of the Regulation on the protection of individuals with regard to the processing of persona! data and on the free movement of such data (the "Regulation").

SECTION 1 -THE IDENTITY ANO THE CONTACT DETAILS OF THE CONTROLLER

Intesa Sanpaolo S.p.A., with registered office in Piazza San Carlo 156, 10121 Torino, ltaly, Parent Company of the Intesa Sanpaolo lnternational Banking Group, as Data Controller (below also "Controller") processes your persona! data (below also "Persona! Data") far the purposes stateci in Section 3.

SECTION 2- CONTACT DETAILS OF THE DATA PROTECTION OFFICER

The Controller has appointed the "Data Protection Officer" (DPO) envisaged by the Regulation. Far any matter relateci to the processing of your Persona! Data and/or to exercising the rights established in the Regulation and listed in Section 7 of this lnformation Notice, you can conta et the Data Protection Officer at the email address [email protected].

SECTION 3 - CATEGORIES OF PERSONAL DATA, PURPOSES ANO LEGAL BASIS FOR THE PROCESSING

Categories of Persona! Data

The Persona! Data that the Controller may pracess, as required by the laws in farce from time to time, include the following categories of data: (-) persona! and identification data, contact data, tax data and bank account details, other persona! data provided by the data subject; (-) data relating to links with other persons or parties, their wealth and family status, leve! of education, data relating to banking relationships, the performance of economie activities or activities in any case relating to the relationship with the Contraller, positions held in companies or entities, shareholdings held in the Controller; (-) data collected from public sources (lists, registers, public documents available to anyone) or from other third parties (Intesa Sanpaolo Group companies, members of social security, welfare or health funds, commerciai infarmation and financial risk companies, external companies far market research purposes ); and (-) to comply with national and EU regulations, the Controller may process legai data relating to criminal convictions and offences.

Sources of Persona! Data

The Controller uses the Persona! Data concerning you that you have communicated or that has been collected from other Controllers (in the latter case subject to verification of compliance with the legai requirements by the third parties) or public sources (e.g. chambers of commerce) in compliance with the applicable regulations.

Purposes and legai basis far the pracessing

Your Persona! Data is processed by the Controller far the purposes listed below.

a) Purposes necessary far the assessment of the nomination far the raie of member of a management or contrai body of the Controller and far the possible subsequent establishment of the relationship with the Controller linked to that raie, including the verification of the nomination and the requirements established by the applicable regulations. Specifically, far banking institutions the processing of persona! data is necessary far the application of the banking supervisory provisions concerning the verification of the suitability requirements far members of the corporate bodies of the Bank: Artide 26 of the Consolidated Law on Banking and relateci implementing regulations, the EBA-ESMA Guidelines on the assessment of the suitability of the members of the management body and key function holders, and the ECB Guide to fit and praper assessments, and subsequent supplementing and amending rules.

b) Purposes necessary for the execution of the relationship linked to the raie of member of a Corporate Body of the Contraller (in the event of establishment of such a relationship), in particular

by virtue of the obligations deriving from the Articles of Association, from internal regulations and from corporate resolutions, including those of an administrative, accounting, corporate, remuneration, insurance, social security and tax nature, as well as those deriving from any other obligation established by laws, regulations and/or EU legislation, or by authorities empowered by law or by supervisory and contrai bodies. With regard to the meetings of the Corporate Bodies that you will participate in, the Controller will process your persona! data consisting of audio, photo and video recordings containing your voice and/or image, as well as other data from which your identity may be deduced, in arder to record the minutes of the meetings and fulfil the relateci requirements; your persona! data may be acquired and processed in both paper and digitai farmat.

e) Where necessary, for the exercise or defence of the Controller's rights, also in court.

d) To enable the Controller to carry out, take part in, manage or organise corporate transactions, including mergers, acquisitions and restructurings.

The processing of your persona! data far the purposes stateci in points "a" and "b" is necessary and relevant to the execution of the relationship with the Controller. The processing far the purposes stateci in points "e" and "d" is based on the legitimate interest of the Controller. The provision of your Data is not compulsory, but if it is not provided and processed it will not be possible to establish or continue the relationship or to fulfil ali or part of the above-mentioned obligations.

SECTION 4 - CATEGORIES OF RECIPIENTS TO WHOM YOUR PERSONAL DATA MAY BE DISCLOSED

Far the pursuit of the above-mentioned purposes, it may be necessary far the Controller to disclose your Persona! Data to the following categories of recipients: 1) Companies of the Intesa Group and its subsidiaries; 2) Third parties (companies, freelancers, etc.) operating both inside and outside the European Union that carry out activities connected with, instrumental to, or in support of those of the Controller; and 3) Authorities and public information systems set up within public authorities. The companies of the Intesa Sanpaolo Group and third parties to whom your Persona! Data may be disclosed may act as controllers, processors or joint controllers, as the case may be. The updated list of entities identified as controllers, processors or joint controllers is available from the DPO.

SECTION 5- TRANSFER OF PERSONAL DATA TO A THIRD COUNTRY OR AN INTERNATIONAL ORGANISATION OUTSIDE THE EUROPEAN UNION.

Your Persona! Data are processed by the Controller inside the European Union. lf necessary, far technical or operational reasons, the Controller reserves the right to transfer your Persona! Data to countries outside the European Union, subject of decisions of "adequacy" by the European Commission or based on the appropriate safeguards, provided by the country to which the Persona! Data shall be transferred, or specific exemptions provided by the Regulation. Your Persona! Data will not be disclosed, except far data that is public or required by law to be made known to the public, far example through publication on the Controller's corporate website.

SECTION 6 - METHODS OF PROCESSING ANO STORAGE OF PERSONAL DATA

Your Persona! Data is processed by manual, computerised and electronic means and in such a way as to guarantee the security and confidentiality of the data. Your Persona! Data is kept for a period of time not exceeding that necessary to achieve the purposes for which it is processed, subject to the retention periods established by law. Specifically, your Persona! Data is generally stored far a period of ten years from the termination of the relationship with the Controller, subject to the different storage requirements for the purposes envisaged by the applicable regulations. Your Persona! Data may also be processed far a longer period, if an act interrupting and/or suspending the limitation period justifies the extension of the storage.

SECTION 7 - RIGHTS OF THE DATA SUBJECT

As the data subject, you may, at any time, request the Controller far access to your Persona! Data, asking tor the rectification or erasure of the data, as well as exercise all the other rights established by the Regulation (EU) 2016/679. Far more complete and detailed information in this regard, please consult the Privacy section of the Controller's website (www.intesasanpaolo.com).

8

For any matter relateci to the processing of your Persona! Data and/or if you wish to exercise the above-mentioned rights, you can contact the Data Protection Officer at the email address [email protected] or the certified email address [email protected] or by post at the address Intesa Sanpaolo S.p.A., Piazza San Carlo 156-10121 Torino. Should you deem that the processing of your Persona! Data takes piace in breach of the Regulation and/or the applicable regulations, you may lodge a complaint with the Data Protection Authority or the Judicial Authority.

*** *** ***

ACKNOWLEDGEMENT BY THE DATA SUBJECT OF THE PERSONAL DATA PROCESSED

Taking into account the lnformation Notice provided to me pursuant to Articles 13 and 14 of the Regulation, I acknowledge that my Persona! Data is processed far the purposes described in the lnformation Notice, in letters a) to d) of Section 3 "Purposes and legal basis far the processing of the persona! data".

Date and signature of the Data Subject

Rame, March 28th 2022

CURRICULUM VITAE

PERSONAL INFORMATION

Name Maria Mazzarella
Date of birth 10, 1950
August
Address
Phone number
Mobile
E-mail
ANO WORK
EDUCATION
EXPERIENCE
Title 1968 • 1972 University "La Sapienza" of Rame
Laurea Magistrale in Giurisprudenza (Law Degree)
Final Grade 110/110.
Other Titles Proficiency Course in Administrative Law;
-
Certificate of Proficiency in English;
-
Goethe lnstitut Zeugnis Grundkentnisse der Deutschen Sprache.
-
Work Experience Aprii 2019-April 2022 Member of the Board of Directors at INTESA SANPAOLO, member
of the Committee for the Operations with Related Companies and Member of the
Committee responsible for checking the appointment of directors in the subsidiaries
Aprii 2019 Member of the Board of Directors at INTESA SANPAOLO, member
Aprii 2016-
of the Commìttee tor the Operations with Related Companies
In this period I increased the knowledge of fìnancial markets, and in particular banking sector.
During the board of directors' meetings we focused our attention on banking business, specific
strategies of the industry and of
the risk assessment and management techniques, linked to the
exercise of banking activities.
The committee, tor the operation with related companies, concentrated on the risks connected
to these operatìons and the price that the related part was going to pay to verìfy ìf it was a
market price in the interest of the bank.
Sept 2011 Sept 2015
Chief of the Regulatory Strategies Department
of the
-
COMMISSIONE NAZIONALE PER LE SOC!ETA' E LA BORSA ( CONSOB) the public
authority responsible for regulating The ltalìan Fìnancial Markets

Coordination of Consob Regulatory Activity to implement in ltaly the relevant applicable European Directives and to assess the possibility to simplify the ltalian Regulatory Framework in arder to make it easier for the relevant users without losing the necessary leve! of protection for the investors.

Cooperation with the Ministry of Economie Affairs and the Ministry of Finance to implement in ltaly the following European Directives: (i) the Prospectus Directive, (ii) the AIFM Directive, (iii) the Transparency Directive, (iv) the Takeover Directive, (v) the Market-abuse Directive and (vi) the Mifid Directive.

Cooperation with the Ministry of Economie Development in connection with the relevant regulations conceming promissory notes, micro-bonds and crowdfunding.

Cooperation with the Presidency of the Councils of Ministers and the Parliamentary Committees for the implementation of the legislation concerning Gender Quotas in listed and public companies.

Gen 2005-Aug 2011 Chief of Takeover Division (CONSOB)

Supervision on listed companies and takeover bids.

The most important cases supervised during such period included: (i) the Antoveneta , BNL, Bulgari and Parmalat takeover bids; (ii) the investigation on the IFI-IFIL-EXOR equity swap and (iii) the review of hidden agreements among shareholders of listed companies, including S.S. Lazio and Yorkville.

Jun 2001-Dec 2004 Chief of the Market lnformation Division (CONSOB)
Cooperation with the Chief of the Department in the
supervision of the offices in Rome and Milan
Jul 1993 -
May 2001
Chief of Public Offers' Listing, Takeover
and Corporale Governance Division
(CONSOB
)
Jun 1990 -
Jun 1993
Chief ofTechnical Secretary's Office of Listed
Companies Department (CONSOB)
May 1986 -May 1990 Chief of Corporate Governance Division (CONSOB).
May 1978 -
Apr 1986
Employee of the Audit Division
Oct 1975 -
Apr 1978
Employee at the Ministry of Economy and Finance
Gen 1974 • Sep 1975 Member of the Chairman staff of Sit-Siemens S.p.A.
Gen 1973 -
Dee 1973
Trainee Lawyer at the Law Firm of prof.
De Sanctis

r

OTHER RELEVANT
INFORMATION
July 2012 - July 2015 Chairman of the Organism for the Alternative
dispute resolutions
among lntermediaries and Retail
2013-2014 "Più Borsa" Project: Proposed Changes to the
Ministry of Economy and Finance regarding the ltalian
rules, based on the study of the problems
with listing of SMC (Small and Medium
Companies).
-
2013-2014
Lecturer at Master Program in Law of the "Cattolica
University in Milan" and the Luiss Guido Carli
University in Rame
Speaker at many Conferences on subjects covered during the years at Consob
OTHER LANGUAGES English
Fluent
Basic
French
German
Basi e

..

SELF-DECLARATION CONCERNING THE HOLDING OF POSITIONS OR OFFICES IN OTHER COMP ANIES

The undersigned Maria Mazzarella, bom in Naples, on August lOth,1950, tax code MZZMRA50M50F839P, with reference to the acceptance ofthe candidacy as member ofthe Board of Directors ofthe company Intesa Sanpaolo S.p.A.,

HEREBY DECLARES

that she has not administration, management and control positions in other companies.

Sincerely,

Signature

Roma March 28th 2022

Form of acceptance of nomination as a member of the Board of Directors

With reference of the Ordinary Shareholders' Meeting of Intesa Sanpaolo S.p.A. – with Registered Office in Torino, Piazza San Carlo 156 - scheduled for 29 April 2022 (single call) and having regard to my nomination as a member of the Board of Directors of Intesa Sanpaolo S.p.A., until the approval by the Shareholders' Meeting of the financial statements for the 2024 financial year,

I, the undersigned ANNA GATTI (fiscal code GTTNNA72A70G388T), born in PAVIA on 30/01/1972, nationality Italian, profession Professor

declare that

  • − X I accept the nomination for the office of member of the Board of Directors of Intesa Sanpaolo S.p.A.;
  • − X I am suitable for the office, pursuant to the applicable regulations (1 ) and the Articles of Association (2 ).

I also declare that

With regard to independence

  • a) □X I meet the qualified independence requirements laid down in Article 13.4.3 of the Articles of Association, as also supplemented by Article 13 of the Regulation of the Ministry of the Economy and Finance no. 169/2020;
    • □ I do not meet the above-mentioned independence requirements;
  • b) I meet the requirements of independence of mind laid down in Article 15 of the Regulation of the Ministry of the Economy and Finance no. 169/2020, as well as the EBA/ESMA Guidelines and the ECB Guide.

With regard to professionalism and competence

c) I meet the professional requirements established for bank directors in the Regulation of the Ministry of the Economy and Finance no. 169/2020 due to having performed (3 ) the following for at least one three-year period, also alternatively:

□ X administration or control activities or management tasks in the credit, financial, securities or insurance sector;

□ X administration or control activities or management tasks in listed companies or companies of a size and complexity greater than or comparable to (in terms of turnover, nature and

3 For the purposes of meeting the professionalism requirement, experience gained during the 20 years prior to assuming the office is taken into account; experience gained in several functions at the same time are counted only for the period of time during which they were carried out, without accumulating them.

1 See in particular: Bank of Italy Circular no. 285 of 17 December 2013 as amended; Regulation of the Ministry of the Economy and Finance no. 169/2020, governing the suitability requirements and criteria established for members of the management body and key function holders of banks; Guidelines on the assessment of the suitability of the members of the management body and key function holders – updated by the EBA and the ESMA on 2 July 2021, in implementation of the principles set out in Directive 36/2013/EU ("EBA/ESMA Guidelines"); Guidelines on internal governance, updated by the EBA on 2 July 2021; Guide to fit and proper assessments, updated by the ECB on 8 December 2021 ("ECB Guide").

2 Article 13.4.1. of the Articles of Association.

complexity of the organisation or activity carried out) that of the bank in which the office is to be held;

□ professional activities in matters pertaining to the credit, financial, securities and insurance sectors or in any case relevant to the bank's activities; the professional activity must be characterised by appropriate levels of complexity also with regard to the recipients of the services provided and must be carried out on a continuous and significant basis in the above-mentioned sectors;

□ X university teaching activities, as first or second level lecturer, in legal or economic subjects or in other subjects relevant to the activities of the credit, financial, securities or insurance sector; □ management, executive or top management functions, however named, in public entities or public authorities related to the credit, financial, securities or insurance sector and provided the entity in which the person performed those functions has a size and complexity comparable with that of the bank in which the position is to be held;

  • d) □ I am registered with the Register of independent auditors and have practised, for a period of at least three years, as an independent auditor or performed the functions of member of a control body in a limited company (4 );
  • e) with regard to the guidance and recommendations provided by the Board of Directors in the document on the Qualitative and Quantitative Composition of the Board of Directors, published on 3 March 2022, I have the personal attributes and the theoretical knowledge and practical experience in relation to the areas listed below – including more than one of the areas of responsibility indicated in Article 10 of the Regulation of the Ministry of the Economy and Finance no. 169/2020 – within which I have achieved a level of competence specified below (areas and level of competence indicated by ticking the corresponding box):
Areas Level achieved
Basic/Good Very Good/Excellent (5
)
1. Knowledge of the banking sector X□
2. Overall knowledge of the banking business and
typical strategies of the industry and of risk
assessment and management techniques connected
with the exercise of banking activities, appropriate to
the complexity and importance of Intesa Sanpaolo
X□
3. Ability to cooperate and be influential (stimulus and
appropriate and constructive sharing of professional
skills and opinions and solution of potential conflicts)
X□

4 Article 13.4.2, letter a), of the Articles of Association.

2

5 The Bank's Board of Directors has defined very good or excellent level as: experience: gained at an executive level of an office and for a significant period of time; knowledge and skills: acquired through specific and in-depth training and consisting of a recognised cultural background and/or obtained through experience (naturally also in Boards and Committees, if for more than one term) in the professional curriculum, which have determined and explained their possession, making them demonstrable. In general, very good and excellent knowledge and skills are those that someone is expert in, that are appropriate in relation to the office taken up, and/or of which someone is able to explain/teach the contents.

Consistently with the guidelines expressed by the Board of Directors, the areas of knowledge listed here are collectively requested for the new Board as a whole, while each individual candidate is expected to possess at least more than one of them at an excellent level.

3

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.

4. Authenticity, ability to stand-up for oneself and communicate
(transparency, proper presentation and defence of one's ideas)
X□
5. Ability to read and interpret the financial statements data
of a complex financial institution and accounting
and financial and non-financial information (*)
X□
6. Orientation to results X□
7. Adequate knowledge of the English language X□
8. Understanding of the global dynamics of the
economic and financial system
X□
9. Strategic view and planning
(understanding and assessing the medium/long-term
scenarios of the Bank and the industry
and related strategic options) (*) X□
10. Business judgement and capacity for inquiry,
analysis and decision making
X□
11. Knowledge of sustainability issues
and their integration in the Bank's strategies
X□
12. Knowledge of banking and financial products (*) X□
13. Experience with governance and
corporate governance structures and mechanisms (*)
X□
14. Knowledge of financial markets (*) X□
15.
Experience in business and/or
corporate management
X□
16. Knowledge of regulations in the
banking industry and financial activities (*)
X□
17. Knowledge of internal control systems (*) X□
18. Knowledge of the socio-economic context
and of the market mechanisms of the countries
where the Bank is present and/or has strategic objectives
X□
19. Expertise in corporate functions
(i.e. audit, legal, corporate)
X□
20. Risk management expertise (*) X□

21. Knowledge of remuneration and

incentive systems X□
22. Knowledge of matters related to
information & digital technology (*)
X□
23. Experience in auditing and control X□
24. Knowledge of matters related to
cyber security
X□
25. Knowledge of the insurance market and
products and the related regulations
X□

(*) Area envisaged by Article 10 of Regulation 169/2020.

Experience, theoretical knowledge and competence indicated at a very good/excellent level were gained in the performance of the following activities:

Area and Activities performed: Knowledge of the banking sector Company or entity concerned: Banca Intesa Sanpaolo Period: 2019-2022…………………… Company or entity concerned: WiZink Bank Period: 2020-Present……………………

Area and Activities performed: Knowledge of remuneration/ Chiarperson of RemCo Company or entity concerned: Rai Way…………………………… Period: 2014-2020…………………………………………………………………………………..

Area and Activities performed: Knowledge of Digital Technology – Head of Intl. OSO Company or entity concerned: YouTube/Google Period: 2007 -2011………………………………………………………………………………..

With regard to integrity and reputation

  • f) I meet the integrity requirements and the reputation criteria established for management body members of banks in the Regulation of the Ministry of the Economy and Finance no. 169/2020, as well as those established for statutory auditors of listed companies by the Regulation adopted by Ministerial Decree no. 162 of 30 March 2000;
  • g) I am not in a situation of substantial equivalence to the situations envisaged in the aforementioned Regulations with reference to the cases entirely or partially governed by foreign laws;
  • h) I meet the reputation and fairness criteria established for management body members in the EBA/ESMA Guidelines and the ECB Guide, for the purpose of ensuring the sound and prudent management of the Bank.

4

5

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.

With regard to offices in companies and institutions and time commitment

  • i) with specific regard to the prohibition of interlocking directorates established by Article 36 of Law Decree 201/2011 (converted by Law 214/2011):
    • □ X I do not hold any offices in management, supervisory and control bodies or as a senior officer in competing companies or group of companies operating in the credit, insurance and financial markets;
    • □ I am a member of management, supervisory or control boards of companies or groups of companies operating in the credit, insurance and financial markets, and undertake as of now to give up such offices immediately on the appointment or attest that the offices held do not give rise to any incompatibility, specifying in detail the reasons thereof.
  • j) I comply with the limitation of directorships established by Regulation of the Ministry of the Economy and Finance no. 169/2020;
  • k) I am able to provide a sufficient time commitment to perform the office in the Company, having taken note of the guidance provided by the Board of Directors in the document on the Qualitative and Quantitative Composition of the Board of Directors.

With regard to situations of ineligibility or incompatibility

  • l) no reasons for ineligibility, incompatibility or suspension exist in my regard pursuant to the law, the regulations or the Articles of Associations, and specifically none of the conditions for ineligibility and disqualification envisaged in the Regulation of the Ministry of the Economy and Finance no. 169/2020 and in Article 2382 of the Italian Civil Code and prohibition from the office of director, adopted against me in a Member State of the European Union pursuant to Article 2383 of the Italian Civil Code;
  • m) □X I am not employed in the public sector, according to and for the effects of Legislative Decree 165/2001, as subsequently amended and supplemented;
    • □ I am currently employed in the public sector, but I benefit from the exemptions referred to in Legislative Decree 165/2001, as subsequently amended and supplemented, with a view to the possible appointment as member of the Board of Directors;
    • □ I am currently employed in the public sector, according to and for the effects of Legislative Decree 165/2001, as subsequently amended and supplemented, and more precisely I am .......................................................... at .....................................................(6 ) and I have requested prior authorization from the Public Authority that employs me to perform the office of member of the Board of Directors or, if such authorization has already been granted, I will submit it to the Company at the earliest opportunity following the appointment;
  • n) □X I have other employment relationships compatible with the position of Director and I have requested, if necessary, the prescribed authorizations or I will present them to the Company at the first occasion following to the appointment.

Lastly, I declare that

6 Please enter the office held and the details of Public Authority employer.

  • o) in the attached presentation, I have provided full information on my personal and professional characteristics and on the management, administration and control offices held in other companies or entities, as well as any information useful for assessing my suitability for the office, having taken note of the above-mentioned document on the qualitative and quantitative composition of the Board of Directors;
  • p) I have read the information notice referred to in Articles 13 and 14 of Regulation (EU) 2016/679, provided at the foot of this document, and I accordingly authorize the processing and publication of the above-mentioned data and information on my professional and personal characteristics contained in the curriculum vitae attached;
  • q) I authorize the Company to seek confirmation from the relevant Authorities as to the truthfulness and authenticity of my statements, pursuant to and for the purposes of Article 71, paragraph 4, of Presidential Decree 445/2000.

I also agree to:

  • submit, at the Company's request, the documents needed to confirm the truthfulness of the information declared;
  • promptly notify any changes or additions to the personal data, where relevant for the assessment of the requirements.

I attach duly signed

  • i) comprehensive information regarding my personal and professional characteristics and management, administration and control offices held in other companies or entities (curriculum vitae);
  • ii) the list of the management and control offices currently held in other companies or entities, with an undertaking to provide any updates until the acceptance of the position.

Milano, 30/03/2022 (Place and date)

____________________________ (signature)

7

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.

INFORMATION NOTICE TO MEMBERS OF THE CORPORATE BODIES OF INTESA SANPAOLO S.p.A. AND CANDIDATES FOR THE ROLES OF MEMBERS OF THE MANAGEMENT AND CONTROL BODY, PURSUANT TO ARTICLES 13 AND 14 OF REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 27/4/2016

This Information Notice implements the provisions of the Regulation on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the "Regulation").

SECTION 1 - THE IDENTITY AND THE CONTACT DETAILS OF THE CONTROLLER

Intesa Sanpaolo S.p.A., with registered office in Piazza San Carlo 156, 10121 Torino, Italy, Parent Company of the Intesa Sanpaolo International Banking Group, as Data Controller (below also "Controller") processes your personal data (below also "Personal Data") for the purposes stated in Section 3.

SECTION 2 - CONTACT DETAILS OF THE DATA PROTECTION OFFICER

The Controller has appointed the "Data Protection Officer" (DPO) envisaged by the Regulation. For any matter related to the processing of your Personal Data and/or to exercising the rights established in the Regulation and listed in Section 7 of this Information Notice, you can contact the Data Protection Officer at the email address [email protected].

SECTION 3 - CATEGORIES OF PERSONAL DATA, PURPOSES AND LEGAL BASIS FOR THE PROCESSING

Categories of Personal Data

The Personal Data that the Controller may process, as required by the laws in force from time to time, include the following categories of data: (-) personal and identification data, contact data, tax data and bank account details, other personal data provided by the data subject; (-) data relating to links with other persons or parties, their wealth and family status, level of education, data relating to banking relationships, the performance of economic activities or activities in any case relating to the relationship with the Controller, positions held in companies or entities, shareholdings held in the Controller; (-) data collected from public sources (lists, registers, public documents available to anyone) or from other third parties (Intesa Sanpaolo Group companies, members of social security, welfare or health funds, commercial information and financial risk companies, external companies for market research purposes); and (-) to comply with national and EU regulations, the Controller may process legal data relating to criminal convictions and offences.

Sources of Personal Data

The Controller uses the Personal Data concerning you that you have communicated or that has been collected from other Controllers (in the latter case subject to verification of compliance with the legal requirements by the third parties) or public sources (e.g. chambers of commerce) in compliance with the applicable regulations.

Purposes and legal basis for the processing

Your Personal Data is processed by the Controller for the purposes listed below.

a) Purposes necessary for the assessment of the nomination for the role of member of a management or control body of the Controller and for the possible subsequent establishment of the relationship with the Controller linked to that role, including the verification of the nomination and the requirements established by the applicable regulations. Specifically, for banking institutions the processing of personal data is necessary for the application of the banking supervisory provisions concerning the verification of the suitability requirements for members of the corporate bodies of the Bank: Article 26 of the Consolidated Law on Banking and related implementing regulations, the EBA-ESMA Guidelines on the assessment of the suitability of the members of the management body and key function holders, and the ECB Guide to fit and proper assessments, and subsequent supplementing and amending rules.

b) Purposes necessary for the execution of the relationship linked to the role of member of a Corporate Body of the Controller (in the event of establishment of such a relationship), in particular

by virtue of the obligations deriving from the Articles of Association, from internal regulations and from corporate resolutions, including those of an administrative, accounting, corporate, remuneration, insurance, social security and tax nature, as well as those deriving from any other obligation established by laws, regulations and/or EU legislation, or by authorities empowered by law or by supervisory and control bodies. With regard to the meetings of the Corporate Bodies that you will participate in, the Controller will process your personal data consisting of audio, photo and video recordings containing your voice and/or image, as well as other data from which your identity may be deduced, in order to record the minutes of the meetings and fulfil the related requirements; your personal data may be acquired and processed in both paper and digital format.

c) Where necessary, for the exercise or defence of the Controller's rights, also in court.

d) To enable the Controller to carry out, take part in, manage or organise corporate transactions, including mergers, acquisitions and restructurings.

The processing of your personal data for the purposes stated in points "a" and "b" is necessary and relevant to the execution of the relationship with the Controller. The processing for the purposes stated in points "c" and "d" is based on the legitimate interest of the Controller. The provision of your Data is not compulsory, but if it is not provided and processed it will not be possible to establish or continue the relationship or to fulfil all or part of the above-mentioned obligations.

SECTION 4 - CATEGORIES OF RECIPIENTS TO WHOM YOUR PERSONAL DATA MAY BE DISCLOSED

For the pursuit of the above-mentioned purposes, it may be necessary for the Controller to disclose your Personal Data to the following categories of recipients: 1) Companies of the Intesa Group and its subsidiaries; 2) Third parties (companies, freelancers, etc.) operating both inside and outside the European Union that carry out activities connected with, instrumental to, or in support of those of the Controller; and 3) Authorities and public information systems set up within public authorities. The companies of the Intesa Sanpaolo Group and third parties to whom your Personal Data may be disclosed may act as controllers, processors or joint controllers, as the case may be. The updated list of entities identified as controllers, processors or joint controllers is available from the DPO.

SECTION 5 - TRANSFER OF PERSONAL DATA TO A THIRD COUNTRY OR AN INTERNATIONAL ORGANISATION OUTSIDE THE EUROPEAN UNION.

Your Personal Data are processed by the Controller inside the European Union. If necessary, for technical or operational reasons, the Controller reserves the right to transfer your Personal Data to countries outside the European Union, subject of decisions of "adequacy" by the European Commission or based on the appropriate safeguards, provided by the country to which the Personal Data shall be transferred, or specific exemptions provided by the Regulation. Your Personal Data will not be disclosed, except for data that is public or required by law to be made known to the public, for example through publication on the Controller's corporate website.

SECTION 6 - METHODS OF PROCESSING AND STORAGE OF PERSONAL DATA

Your Personal Data is processed by manual, computerised and electronic means and in such a way as to guarantee the security and confidentiality of the data. Your Personal Data is kept for a period of time not exceeding that necessary to achieve the purposes for which it is processed, subject to the retention periods established by law. Specifically, your Personal Data is generally stored for a period of ten years from the termination of the relationship with the Controller, subject to the different storage requirements for the purposes envisaged by the applicable regulations. Your Personal Data may also be processed for a longer period, if an act interrupting and/or suspending the limitation period justifies the extension of the storage.

SECTION 7 - RIGHTS OF THE DATA SUBJECT

As the data subject, you may, at any time, request the Controller for access to your Personal Data, asking for the rectification or erasure of the data, as well as exercise all the other rights established by the Regulation (EU) 2016/679. For more complete and detailed information in this regard, please consult the Privacy section of the Controller's website (www.intesasanpaolo.com).

8

For any matter related to the processing of your Personal Data and/or if you wish to exercise the above-mentioned rights, you can contact the Data Protection Officer at the email address [email protected] or the certified email address [email protected] or by post at the address Intesa Sanpaolo S.p.A., Piazza San Carlo 156 – 10121 Torino. Should you deem that the processing of your Personal Data takes place in breach of the Regulation and/or the applicable regulations, you may lodge a complaint with the Data Protection Authority or the Judicial Authority.

*** *** ***

ACKNOWLEDGEMENT BY THE DATA SUBJECT OF THE PERSONAL DATA PROCESSED

Taking into account the Information Notice provided to me pursuant to Articles 13 and 14 of the Regulation, I acknowledge that my Personal Data is processed for the purposes described in the Information Notice, in letters a) to d) of Section 3 "Purposes and legal basis for the processing of the personal data".

Date and signature of the Data Subject 30/03/2022_______________ , ________________________________________

Anna Gatti graduated in Business Administration from the "Bocconi" University of Milan, where she obtained a PhD in Business Administration and Management. She continued her training at Stanford University in Palo Alto (Post-doctoral Program in Organizational Behavior) and the University of Trento (PhD in Criminology) and in 2002 he worked as a Researcher at the University of California Berkeley. In the two-year period 2002-2004 she was Senior Economist for the World Health Organization in Geneva and, from 2004 to 2007, partner of the Venture Capital Fund Myqube in Silicon Valley. From 2007 to 2012 she subsequently held the roles of Head of International Consumer Operations at Google, Head of International Online Sales and Operations and Head of Strategic Partnership Operations at Youtube and Senior Director of Advertising and New Monetization for Skype / MSFT in Silicon Valley. In 2012 in San Francisco she co-founded a start-up in Artificial Intelligence applied to big unstructured data, of which she was CEO until 2015. Subsequently, in Silicon Valley she founded, with two professors from Stanford University, a company that applies artificial intelligence to brain MRIs. Since 2016 she has been working as an Angel Investor in Silicon Valley and since 2021 she is Associate Professor of Practice of Digital Transformation at the Business Management School of the Bocconi University in Milan. She has extensive experience as a member of the board of directors of listed and private companies gained since 2004. In recent years she has been Non Executive Director for listed and private companies in various industrial sectors and markets. She is currently an independent director for Banca Intesa Sanpaolo, Wizz Air and WiZink Bank, having resigned from Fiera Milano in March 2022. She is registered with the Order of Professional Journalists.

SELF-DECLARATION CONCERNING THE HOLDING OF POSITIONS OR OFFICES IN OTHER COMPANIES

The undersigned Anna Gatti, born in Pavia, on 30 January 1972, tax code GTTNNA72A70G388T , with reference to the acceptance of the candidacy as member of the Board of Directors of the company Intesa Sanpaolo S.p.A.,

HEREBY DECLARES

that she has administration, management and control positions in other companies as listed below:

Fiera Milano (resigned with effect on the first board meeting after letter of resignation was receieved)

Wizz Air (LSE)

WiZink (private company in Spain)

Sincerely, ______________________________ Signature

Milan, 03/30/2022

Place and Date

1

This is an Eng/ish translation of the originai ltalian document. In cases of conflict between the Eng/ish language document and the ltalian document, the interpretation of the lta/ian language document prevails.

Fonn of acceptance of nomination as a member of the Board of Directors and the Management Control Committee

With reference to the Ordinary Shareholders' Meeting of Intesa Sanpaolo S.p.A. - with Registered Office in Turin, Piazza San Carlo 156 - scheduled tor 29 Aprii 2022 (single call) and having regard to my nomination as a member of the Board of Directors of Intesa San paolo S.p.A. and the Management Control Committee of Intesa Sanpaolo S.p.A. until the approvai of the 2024 financial statements, I, the undersigned Alberto Maria Pisani (fiscal code PSNLRT55B08H501G.), born in Rome on February, 1955, nationality ltalian, profession Dottore Commercialista,

declare that

  • I accept the nomination for the office of member of the Board of Directors of Intesa Sanpaolo S.p.A. and the Management Contro! Committee;
  • I am suitable for the office, pursuant to the applicable regulations (1) and the Articles of Association (2).

I also declare that

> With regard to independence

  • a) I meet the independence requirements laid down in Article 13.5.2 and 13.4.3 of the Articles of Association, as also supplemented by Regulation of the Ministry of the Economy and Finance no. 169/2020;
  • b) I meet the requirements of independence of mind, laid down in Article 15 of the Regulation of the Ministry of the Economy and Finance no. 169/2020, as well as the EBA/ESMA Guidelines and the ECB Guide.

> With regard to professionalism and competence

  • c) I meet the professionalism requirements established by the Regulation of the Ministry of the Economy and Finance no. 169/2020 (3), as well as those established tor statutory auditors of listed companies by the Regulation adopted by Ministerial Decree no. 162 of 30 March 2000;
  • d) I meet the specific requirements set out in Article 13.5.3 of the Articles of Association and, specifically, I have acquired a proven experience of at least five years in the fields of internal controls, administration and finance:
    • X as a member of corporate bodies or performing executive duties at entities that conduct banking or financial business with total assets of at least 5 billion euro or at entities conducting insurance business with annual gross premium income of at least 1 billion euro, or at entities or enterprises with total revenues of at least 500 million euro (sizes are understood to be

2Articles 13.4.1 and 13.5 of the Articies of Association.

1 See in particular: Bank of ltaly Circular no. 285 of 17 December 2013 as amended; Regulation of the Ministry of the Economy and Finance no. 169/2020, goveming the suitability requirements and criteria established tor members of the management body and key function holders of banks; Guidelines on the assessment of the suitability of the members of the management body and key function holders - updated by the EBA and the ESMA on 2 July 2021, in implementation of the principles set out in Directive 36/2013/EU ("EBA/ESMA Guidelines"); Guidelines on internal govemance, updated by the EBA on 2 July 2021; Guide to fit and proper assessments, updated by the ECB on 8 December 2021 ("ECB Guide").

3 For the purposes of meeting the professionalism requirement, for candidates who are not enrolled in the register of statutory auditors, experience gained during the 20 years prior to assuming the office is taken into account; experience gained in severat functions at the same time are counted only for the period of time during which they were carried out, without accumulating them.

calculated on the basis of the company's most recent financial statements or consolidated financial statements, where prepared by the entity), or

  • X teaching at the university level in a tenured position in economics or law, or performing, over an extended period, significant professional services or activities related to the duties typical of a contro! body for the benefit of the entities and enterprises indicateci at the previous point, or
  • o serving as senior officer or carrying out executive duties at public administrations of at least regional importance or authorities whose responsibilities concern banking, finance or insurance business;
  • e) X I am registered with the Register of independent auditors and have practised, for a period of at least three years, as an independent auditor or performed the functions of member of a contrai body in a limited company ( 4 );
  • f) with regard to the guidance and recommendations provided by the Board of Directors in the document on the Qualitative and Quantitative Composition of the Board of Directors, published on 3 March 2022, I have the persona! attributes and the theoretical knowledge and practical experience in relation to the areas listed below - including more than one of the areas of competence indicated in Article 1 O of the Regulation of the Ministry of the Economy and Finance no. 169/2020 - within which I have achieved a level of competence specified below (areas and level of competence indicated by ticking the corresponding box):
Areas Leve/ achieved
Basic/Good 5
Very Good/Excellent (
)
1.
Knowledge of the banking sector
o X
2.
Overa/1 knowledge of the banking business and
typical strategies of the industry and of risk
assessment and management techniques connected
with the exercise of banking activities, appropriate to
the complexity and importance of Intesa Sanpaolo
o X
3.
Ability to cooperate and be influential (stimulus and
appropriate and constructive sharing of professional
skills and opinions and solution of potential conflicts)
o X
4.
Authenticity, ability to stand-up far oneself and communicate
(transparency, proper presentation and defence of one's ideas)
o X

4Articles 13.4.2, letter a), and 13.5.3, fast paragraph, of the Articles of Association.

5 The Bank's Board of Directors has defined very good or excellent leve! as: experience: gained at an executive leve! of an office and for a significant period of time; knowtedge and skills: acquired through specific and in-depth training and consisting of a recognised cultura! background and/or obtained through experience (naturally also in Boards and Committees, if for more than one term) in the professional curriculum, which have determined and explained their possession, making them demonstrable. In generai, very good and excellent knowledge and skills are those that someone is expert in, that are appropriate in relation to the office taken up, and/or of which someone is able to explain/teach the contents.

Consistently with the guidelines expressed by the Board of Directors, the areas of knowledge listed here are colledively requested for the new Board as a whole, while each individuai candidate is expected to possess at least more than one of them at an excellent leve!.

5. Ability to read and interpret the financial statements data
of a complex financial institution and accounting
and financial and non-financial inforrnation * o X
6. Orientation to resu/ts o X
7. Adequate knowledge of the English language o X
8. Understanding of the globa/ dynamics of the
economie and financial system
o X
9. Strategie view and p/anning
(understanding and assessing the mediumllong-terrn
scenarios of the Bank and the industry
and related strategie options) * o X
1 O. Business judgement and capacity for inquiry, analysis
and decision making
o X
11. Knowledge of sustainability issues
and their integration in the Bank's strategies
o X
12. Knowledge of banking and financial products * D X
13. Experience with govemance and
corporate govemance structures and mechanisms *
o X
14. Knowledge of financial markets * o X
15. Experience in business andlor
corporale management
o X
16. Knowledge of regu/ations in the
banking industry and financial activities *
o X
17. Knowledge of internal contro/ systems * o X
18. Knowledge of the socio-economie context
and of the market mechanisms of the countries
where the Bank is present and/or has strategie objectives
X o
19. Experlise in corporale functions
(i.e. audit, legai, corporale)
o X
20. Risk management experlise * o X
21. Knowledge of remuneration and
incentive systems
o X

22. Knowledge of matters related to
information & digitai technology *
X D
23. Experience in auditing and contro/ D X
24. Knowledge of matters related to
cyber security
X D
25. Knowledge of the insurance market and
products and the related regulations
X D

(*) Area envisaged by Article 10 of Regulation 169/2020.

Experience, theoretical knowledge and competence indicated at a very good/excellent level were gained in the performance of the following activities:

Area and Activities performed: Board Member Company or entity concerned: Intesa SanPaolo S.p.A. Period: May 2016 / Aprii 2022

Area and Activities performed: Chair of Management Contro! Committee ("MCC") Company or entity concerned: Intesa San Paolo S.p.A. Period: May 2016/April 2019 as Committee member and May 2019 / Aprii 2022 as Chair of the MCC

Area and Activities performed: Senior Partner Financial Sector Company or entity concerned: Ernst&Young S.p.A. Period: 1982 / Aprii 2016 (admitted to the partnership on 1995)

� With regard to integrity and reputation

  • g) I meet the integrity requirements and the reputation criteria established for management body members of banks in the Regulation of the Ministry of the Economy and Finance no. 169/2020, as well as those established for statutory auditors of listed companies by the Regulation adopted by Ministerial Decree no. 162 of 30 March 2000;
  • h) I am not in a situation of substantial equivalence to the situations envisaged in the aforementioned Regulations with reference to the cases entirely or partially governed by foreign laws;
  • i) I meet the reputation and fairness criteria established tor management body members in the EBNESMA Guidelines and the ECB Guide, for the purpose of ensuring the sound and prudent management of the Bank.

� With regard to offices In companies and institutions and time commitment

4

  • j) with specific regard to the prohibition of interlocking directorates established by Article 36 of Law Decree 201/2011 (converted by Law 214/2011 ):
    • X I do not hold any offices in management, supervisory and contro! bodies or as a senior officer in competing companies or group of companies operating in the credit, insurance and financial markets;
    • o I am a member of management, supervisory or control boards of companies or groups of companies operating in the credit, insurance and financial markets, and undertake as of now to give up such offices immediately on the appointment or attest that the offices held do not give rise to any incompatibility, specifying in detail the reasons thereof;
  • k) I comply with the limitation of directorships established by Regulation of the Ministry of the Economy and Finance no. 169/2020 and provided by applicable laws and regulations for fulfilling the duties of member of the control body of a bank that has issued shares listed on regulated markets ( 6 );
  • I) with specific reference to the limitation of directorships established in Article 13.5.4 of the Articles of Association:

X I do not hold a number of offices in excess of that provided for in Article 13.5.4 of the Articles of Association;

o I hold a number of offices in excess of that provided for in Article 13.5.4 of the Articles of Association and undertake as of now, if appointed, to immediately give up ali incompatible offices;

m) I am able to provide a sufficient time commitment to perform the office in the Company, having taken note of the guidance provided by the Board of Directors in the document on the qualitative and quantitative composition of the Board of Directors.

)- With regard to situations of ineligibility or lncompatibility

  • n) no reasons for ineligibility, incompatibility or suspension exist in my regard pursuant to the law, the regulations or the Articles of Associations, and specifically none of the conditions for ineligibility and disqualification envisaged in the Regulation of the Ministry of the Economy and Finance no. 169/2020 and in Article 2382 of the ltalian Civil Code and prohibitions from the office of director, adopted against me in a Member State of the European Union pursuant to Article 2383 of the ltalian Civil Code;
  • o) X I am not employed in the public sector, according to and tor the effects of Legislative Decree 165/2001, as subsequently amended and supplemented;
    • o I am currently employed in the public sector, but I benefit from the exemptions referred to in Legislative Decree 165/2001, as subsequently amended and supplemented, with a view to the possible appointment as member of the Board of Directors;
    • o I am currently employed in the public sector, according to and for the effects of Legislative Decree 165/2001, as subsequently amended and supplemented, and more precisely I am ............ ... ......... ...... ...... ......... ...... ... ... ... ...... .................. ......... at . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7) and I have requested prior authorization from the Public Authority that employs me to perform the office of member of the Board of

5

6 Article 13.5.1 of the Articies of Association.

7 Please enter the office held and the details of Public Authority emptoyer.

Directors or, if such authorization has already been granted, I will submit it to the Company at the earliest opportunity following the appointment;

p) o I have other employment relationships compatible with the position of Director and I have requested, if necessary, the prescribed authorizations or I will present them to the Company at the first occasion following to the appointment.

Lastly, I declare that

  • q) in the attached presentation, I have provided full information on my persona! and professional characteristics and on the management, administration and contrai offices held in other companies or entities, as well as any information useful for assessing my suitability for the office, having taken note of the above-mentioned document on the qualitative and quantitative composition of the Board of Directors;
  • r) I have read the information notice referred to in Articles 13 and 14 of Regulation (EU) 2016/679, provided at the foot of this document, and I accordingly authorize the processing and publication of the above-mentioned data and information on my professional and persona! characteristics contained in the curriculum vitae attached;
  • s) I authorize the Company to seek confirmation from the relevant Authorities as to the truthfulness and authenticity of my statements, pursuant to and tor the purposes of Article 71, paragraph 4, of Presidential Decree 445/2000.

I also agree to:

  • • submit, at the Company's request, the documents needed to confirm the truthfulness of the information declared;
  • • promptly notify any changes or additions to the persona! data, where relevant tor the assessment of the requirements.

I attach duly signed

  • i) comprehensive information regarding my persona! and professional characteristics and management, administration and contrai offices held in other companies or entities (curriculum vitae);
  • ii) · the list of the executive, management and contrai offices currently held in other companies or entities with an undertaking to provide any updates until the acceptance of the position.

Rome 26 March, 2022

(Piace and date)

(signature)

INFORMATION NOTICE TO MEMBERS OF THE CORPORATE BODIES OF INTESA SANPAOLO S.p.A. ANO CANDIDATES FOR THE ROLES OF MEMBERS OF THE MANAGEMENT ANO CONTROL BODY, PURSUANT TO ARTICLES 13 ANO 14 OF REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT ANO OF THE COUNCIL OF 27/4/2016

This lnformation Notice implements the provisions of the Regulation on the protection of individuals with regard to the processing of persona! data and on the free movement of such data (the "Regulation").

SECTION 1 - THE IDENTITY AND THE CONTACT DETAILS OF THE CONTROLLER

Intesa Sanpaolo S.p.A., with registered office in Piazza San Carlo 156, 10121 Torino, ltaly, Parent Company of the Intesa Sanpaolo lntemational Banking Group, as Data Controller (below also "Controller") processes your persona! data (below also "Persona! Data") for the purposes stated in Section 3.

SECTION 2- CONTACT DETAILS OF THE DATA PROTECTION OFFICER

The Controller has appointed the "Data Protection Officer" (DPO) envisaged by the Regulation. For any matter related to the processing of your Persona! Data and/or to exercising the rights established in the Regulation and listed in Section 7 of this lntormation Notice, you can contact the Data Protection Officer at the email address [email protected].

SECTION 3 - CATEGORIES OF PERSONAL DATA, PURPOSES ANO LEGAL BASIS FOR THE PROCESSING

Categories of Persona! Data

The Persona! Data that the Controller may process, as required by the laws in torce from time to time, include the tollowing categories of data: (-) persona! and identification data, contact data, tax data and bank account details, other persona! data provided by the data subject; (-) data relating to links with other persons or parties, their wealth and family status, level of education, data relating to banking relationships, the performance of economie activities or activities in any case relating to the relationship with the Controller, positions held in companies or entities, shareholdings held in the Controller; (-) data collected from public sources (lists, registers, public documents available to anyone) or from other third parties (Intesa Sanpaolo Group companies, members of social security, welfare or health funds, commerciai information and financial risk companies, external companies for market research purposes); and (-) to comply with national and EU regulations, the Controllar may process legai data relating to criminal convictions and offences.

Sources of Persona! Data

The Controllar uses the Persona! Data concerning you that you have communicated or that has been collected from other Controllers (in the latter case subject to verification of compliance with the legai requirements by the third parties) or public sources (e.g. chambers of commerce) in compliance with the applicable regulations.

Purposes and legal basis for the processing

Your Persona! Data is processed by the Controller for the purposes listed below.

a) Purposes necessary tor the assessment of the nomination tor the role of member of a management or control body of the Controller and for the possible subsequent establishment of the relationship with the Controller linked to that role, including the verification of the nomination and the requirements established by the applicable regulations. Specifically, for banking institutions the processing of persona! data is necessary for the application of the banking supervisory provisions concerning the verification of the suitability requirements tor members of the corporate bodies of the Bank: Article 26 of the Consolidated Law on Banking and related implementing regulations, the EBA-ESMA Guidelines on the assessment of the suitability of the members of the management body and key function holders, and the ECB Guide to fit and proper assessments, and subsequent supplementing and amending rules. A

b) Purposes necessary for the execution of the relationship linked to the role of member of a Corporate Body of the Controllar (in the event of establishment of such a relationship), in particular by virtue of the obligations deriving from the Articles of Association, from internal regulations and from corporate resolutions, including those of an administrative, accounting, corporate, remuneration, insurance, social security and tax nature, as well as those deriving from any other obligation established by laws, regulations and/or EU legislation, or by authorities empowered by law or by supervisory and contrai bodies. With regard to the meetings of the Corporate Bodies that you will participate in, the Controllar will process your persona! data consisting of audio, photo and video recordings containing your voice and/or image, as well as other data from which your identity may be deduced, in arder to record the minutes of the meetings and fulfil the related requirements; your persona! data may be acquired and processed in both paper and digitai format.

c)Where necessary, for the exercise or defence of the Controller's rights, also in court.

d) To enable the Controllar to carry out, take part in, manage or organise corporate transactions, including mergers, acquisitions and restructurings.

The processing of your persona! data for the purposes stated in points "a" and "b" is necessary and relevant to the execution of the relationship with the Controller. The processing for the purposes stated in points "c" and "d" is based on the legitimate interest of the Controller. The provision of your Data is not compulsory, but if it is not provided and processed it will not be possible to establish or continue the relationship or to fulfil all or part of the above-mentioned obligations.

SECTION 4 - CATEGORIES OF RECIPIENTS TO WHOM YOUR PERSONAL DATA MAY BE DISCLOSED

For the pursuit of the above-mentioned purposes, it may be necessary for the Controller to disclose your Persona! Data to the following categories of recipients: 1) Companies of the Intesa Group and its subsidiaries; 2) Third parties (companies, freelancers, etc.) opèrating both inside and outside the European Union that carry out activities connected with, instrumental to, or in support of those of the Controller; and 3) Authorities and public information systems set up within public authorities. The companies of the Intesa Sanpaolo Group and third parties to whom your Persona! Data may be disclosed may act as controllers, processors or joint controllers, as the case may be. The updated list of entities identified as controllers, processors or joint controllers is available from the DPO.

SECTION 5 - TRANSFER OF PERSONAL DATATO A THIRD COUNTRY OR AN INTERNATIONAL ORGANISATION OUTSIDE THE EUROPEAN UNION.

Your Persona! Data are processed by the Controller inside the European Union. lf necessary, for technical or operational reasons, the Controller reserves the right to transfer your Persona! Data to countries outside the European Union, subject of decisions of "adequacy" by the European Commission or based on the appropriate safeguards, provided by the country to which the Persona! Data shall be transferred, or specific exemptions provided by the Regulation. Your Persona! Data will not be disclosed, except for data that is public or required by law to be made known to the public, for example through publication on the Controller's corporate website.

SECTION 6 - METHODS OF PROCESSING ANO STORAGE OF PERSONAL DATA

Your Persona! Data is processed by manual, computerised and electronic means and in such a way as to guarantee the security and confidentiality of the data. Your Persona! Data is kept for a period of time not exceeding that necessary to achieve the purposes for which it is processed, subject to the retention periods established by law. Specifically, your Persona! Data is generally stored for a period of ten years from the termination of the relationship with the Controller, subject to the different storage requirements for the purposes envisaged by the applicable regulations. Your Persona! Data may also be processed for a longer period, if an act interrupting and/or suspending the limitation period justifies the extension of the storage.

SECTION 7 - RIGHTS OF THE DATA SUBJECT

As the data subject, you may, at any time, request the Controller for access to your Persona I Data, asking for the rectification or erasure of the data, as well as exercise ali the other rights established

by the Regulation (EU) 2016/679. For more complete and detailed information in this regard, please consult the Privacy section of the Controller's website (www.intesasanpaolo.com).

For any matter relateci to the processing of your Persona! Data and/or if you wish to exercise the above-mentioned rights, you can contact the Data Protection Officer at the email address [email protected] or the certified email address [email protected] or by post at the address Intesa Sanpaolo S.p.A., Piazza San Carlo 156-10121 Torino. Should you deem that the processing of your Persona! Data takes piace in breach of the Regulation and/or the applicable regulations, you may lodge a complaint with the Data Protection Authority or the Judicial Authority.

*** *** ***

ACKNOWLEDGEMENT BY THE DATA SUBJECT OF THE PERSONAL DATA PROCESSED

Taking into account the lnformation Notice provided to me pursuant to Articles 13 and 14 of the Regulation, I acknowledge that my Persona! Data is processed for the purposes described in the lnformation Notice, in letters a) to d) of Section 3 "Purposes and legai basis for the processing of the persona! data".

Date and signature of the Data Subject

26 March 2022

Alberto Maria Pisani {Rame, 1955).

Degree in Economics at the University 11 La Sapienza" of Rame. Dottore Commercialista and Revisore dei Conti.

Since 2016 he has served as Board Director, as well as member of Management Contrai Committee at Intesa Sanpaolo S.p.A.; and from 2019 to Aprii 2022, as Chairman of the Management Contrai Committee.

Since 2016 he has been working in his own studio.

From 1982 to Aprii 2016, he worked In Ernst & Young where he spent most of his professional career. He was admitted to the partnership since 1995. He also served as director on the Board of Ernst & Young as representative of the financial services sector, and was a member of the Partner Supervisor Board.

From 1983 he carried out his professional activities exclusively in the financial sector. He was engaged as partner in charge of auditing activities of the majors ltalian banking groups and of ltalian subsidiaries of foreign Banks.

In his long carrier in E&Y he also gained experience in Due Diligences, banks in resolution and securiti.zation operations performed by the leading ltalian banking groups. Apart from the banking sector, has matured experience as partner in charge of asset management companies and real estate fund management companies as well as factoring and leasing companies.

Finally, he was responsible for the analysis and evaluation of the models adopted for the identification of risks and internal controls with regard to the actìvity of the manager responsible for preparing Company's reports.

SELF-DECLARATION CONCERNING THE HOLDING OF POSITIONS OR OFFICES IN OTHER COMPANIES

Tue undersigned Alberto Maria Pisani, bom in Rome, on 8 February 1955, tax code PSNLRT55B08H501 G, with reference to the acceptance of the candidacy as member of the Board of Directors and ofthe Management Control Committee ofthe company Intesa Sanpaolo S.p.A.

HEREBY DECLARES

that he has not administration, management and control positions in other companies.

Sincerely,

�hÀoJ� ��·

Signature

Rome, 26 March 2022

Piace and Date

Fonn of acceptance of nomination as a member of the Board of Dltectors and the Management Contrai Commlttee

With reference to the Ordinary Shareholders' Meeting of Intesa Sanpaolo S.p.A. - with Registered Office in Turin, Piazza San Cario 156. scheduled for 29 Aprii 2022 (single call) and havlng regard to my nomination as a member of the Board of Oirectors of Intesa San paolo S.p.A. and the Management Contrai Committee of Intesa Sanpaolo S.p.A. until the approvai of the 2024 financial statements,

I, the undersigned ROBERTO FRANCHINI (fiscal code FRNRRT55E23Z114J), born in SOUTHAMPTON (UK) on 23/05/1955, nationality ITALIAN and BRITISH, profe\$Sion CHARTERED ACCOUNT ANT and REGISTERED AUDITOR.

declare that

  • I accept the nomination far the office of member of the Board_ of Oirectors of Intesa Sanpaolo S.p.A. and the Management Contro! Committee;
  • I am suitable for ·the office, pursuant to the applicable regulations (1) and the Articles of Association (2).

I also declare that

With regard to independence

  • a) I meet the independence requirements laid down in Artide 13.5.2 and 13.4.3 of the Articles of Association, as al so supplemented by Regulation of the Ministry of the Economy and Finance no. 169/2020;
  • b) I meet the requirements of independence of mind, laid down in Articte 15 of the Regulation of the Ministry of the Economy and Finance no. 169/2020, as well as the EBA/ESMA Guidelines and the ECB Guide.

> Wlth regarcl to professlonalism and competence

  • e) I meet the professionalism requirements established by the Regulation of the Ministry of the Economy and Finance no. 169/2020 (3), as well as those established far statutory auditors of listed companies by the Regulation adopted by Ministerial Decree no. 162 of 30 March 2000;
  • d) I meet the specific requirements set out in Article 13.5.3 of the Articles of Association and, specificaUy, l have acquired a proven experience of at least five years in the fields of internal controls, administration and finance:
    • o as a member of corporate bodies or performing executive duties at entities that conduci banking or financial business with total assets of at least 5 bi\lion euro or at entities conducting

*1 *

1 See in particular. Bank of ltaly Cìrcular no. 285 of 17 December 2013 as amended; Regulation of the Ministry oftlle Economy and Financ:e no_ 169/2020, goveming the suitability requirements and crit:eria established for members of the management body and key funciion holders of banks; Guidelines on the assessmenl of the suitability of the members of the management body and key function holders - updated by the EBA and the ESMA on 2 July 2021, in implemenlation ofthe principles set out in Direciive 36/2013/EU ("EBNESMA Guidelines"); Guidelines on internal govemance, updated bythe EBA on 2 July 2021; Guide to fil and proper assessments. updaled by the ECB on 8 December 2021 ("ECB Guide"). • Artici es 13.4.1 and 13.5 of lhe Articles of Association.

3 For the purposes of meeting the professionalism requirement, for candidates who are not enrolled in lhe register of slatutory auditore, experlence gained during Uie 20 yeare prior lo assuming the office is takeninlo account; experienc:é gained in severa I � funcUons at the same time are counted only for the period of time during whic:h they were carried out, without ac:c:umu{ating �em. •

insurance business with annual gross ,premium income of at least 1 billion euro, or at entities or enterprises with tota\ revenues Qf at least 500 million euro (sizes are understood to be calculated on the basis of the company's most recent financial statements or consolidateci financial statements, where prepared by the entity), or

  • ,/' teaching at the university leve] in a tenured position in economics or law, or performing, aver an extended period, significant professional services or activities related to the duties typical of a contrai body for the benefit of the entities and enterprises indicated at the previous point, or
  • o serving as senior officer or carrying out executive duties at public adrninistrations of at !east regional importance or authorities whose responsibilities concern banking, finance or insurance business;
  • e) ,/'1 am registered with the Register of independent auditors and have practised, fora period of at least three years, as an independent auditor or pelformed the functions. of member of a control body in a limfted company ( 4 );
  • f) with regard to the guidance and recommendations provided by the Board of Directors in the document on the Qualitative and Quantitative Composition of the Board of Directors, published on 3 March 2022, 1 have the persona! attributes and the theoretical knowledge and practical experience in relation to the areas listed below - including more than. one of the areas of competence indlcated in Article 1 O of the Regulation of the Ministry of the Economy and Finance no. 169/2020 - within which I have achieved a level of competence specified below (areas and level of competence indicated by ticking the corresponding box):
An>as Leve/ achieved
Basic/Good Very Good/Excellent (5)
Knowledge of the banking sector
1.
o
Overall
know/edge ofthe banking business and
2.
,
typical strategies of the industry and of rlsk
assessment and management techniques connected
with the exercise of banking activities, appropriate to
the complexity and importance of Intesa Sanpaolo
o
Ability to cooperate and be influential (stimulus and
3.
appropriate and constructive sharing of professional
skifls and opinions and solution of potential confficts)
o

4. Authenticity, ability to stand�up for onese/f and communicate

2

4 Articles 13.4.2, lettera), and 13.5.3, fast paragraph, ofthe Articles of Association.

5 The Bank's Board of Direclms has defined very good or exceltent level as: experience: gained at an executive level o! an office and fora significant period of time; knowledge and skills: acquìred through specific and in-depth training and consisting of a recognised cultura I backgroL1nd and/or obtained through experieflce (naturally atso in Boards and Commlttees, if lor more than one terrn) in the professional curriculum, which have determined and explained their possession, rnaking them demonstrable. In generai, very good and exceHent knowledge and skills are those that someone is expert in, thai are appropriate in relation to lhe officetal<en-up, and/or of which sorneone is able lo explainltec1ch lhe contents. ' � Consistently with the guidelines expressed by lhe Boru:d of Oirectors. the areas of knowledge listed here are collecttvely requested for the new Board as a whole, while each individuai candidate is expecled to possess al !east more !han one of them at an exèellent level. 'ì::

E-MARKET
SDIR
CERTIFIED
(transparency, proper presentation and defence
of one's ideas)
o
Ability to read and interpret the financial statements data
5.
of a complex financial institution and accounting
and financial
and
non-financial information
*
o ,,
Orientation to resu/ts
6.
o ,,
7.
Adequate knowledge of the English fanguage
o ,,
Understanding of the g/obal dynamics of the
8.
economie and financia! system
LJ
Strategie view and planning
9.
(understanding and assessing the medium!Jong-term
scenarios of the Bank and the industry
and re/ated strategie options) *
o ,,
1 O. Business judgement and capacfty for inquiry, analysis
and decision making
o
Know!edge of sustainability issues
11.
and their integration in the Bank's stiategies
o ,,
Knowfedge of banking and finaneiaf products *
12.
,, "
Experience with governance and
13.
corporate governance structures and mechanisms *
o ,,
Knowledge of financial markets *
14.
LJ ,,
Experience in business andlor
15.
corporate management
LJ
Knowledge of regulatfons in the
16.
banking industry and finaneial activities *
,, D
Knowledge of internal contro! systems *
17.
o ,,
18.
Knowledge of the socio-economie context
and of the market mechanisms of the countries
,, D
where the Bank is present andlor has strategie objectives v
Expertise in corporate funetions
19.
(i,e. avdit, lega!, corporate)
D
Rìsk management expertise *
20.
u
v
21.
Knowledge, of remuneration and
3
incentive systems o
Knowledge of matters related to
22.
information & digitai technology "
o
Experience in auditing and contro/
23.
o
24.
Know/edge of matters re/ated to
cyber security
o
Know/edge of the insurance market and
25.
products and the related -regufations
o

(*) Area envisaged by Article 10 ofRegutation 169/2020 .

Experience, theoretical knowledge and competence indicateci at a very good/excellent level were gained in the performance of the following activities:

.

Area and Actìvities performed: Board member and member of Management contrai comrnittee Company or entity concemeci: Intesa Sanpaolo S.p.A ........................................ . Period: Aprii 2020 - to current date ............. , ......................................... .

Area and Activities performed: Audit Partner/ Professional. ............................................. .. Company or entity concemed: Emst & Young ................................................................ . Period: 1976 - 2018 ......................................................................................... .

Area and Activities performed: Board Member ............................................ . Company or entity concerned: lntemational Ethics Standards Board far Accountant {IESBA) Period: 2008-2013 ............. .

);> With regard to lntegrity and reputation

  • g) I meet the integrity requirements and the reputation criteria established far management body members of banks i'1 the Regulation of the Ministry of the Economy and Finance no. 169/2020, as we11 as those established for statutory auditors of listed companies by the Regulation adopted by Ministerial Decree no. 162 of 30 March 2000;
  • h) I am not in a situation of substantial equivalence to the situations envisaged in the aforementioned Regulations with reference to the cases entirely or partially govemed by foreign laws;
  • i) I meet the reputation and fairness criteria established for management body members in the EBA/ESMA Guidelines and the ECB Guide, far the purpose of ensuring the sound and prudent management of the Bank.
  • }- With regard to offices in companies and institutions and time commitment
  • j) with specific regard to the prohibltion of intertocking directorates established by Article 36 of LawU Decree 201/2011 (converted by Law 214/2011):

  • .,/ I do not hold any offices in management, supervisory and control bodies or as a senior officer in competing companies or group of companies operating in the credit. insurance and f1nancial markets;
  • o I am a member of management, supervisory or contro! boards of companies or groups of companies operating in the credit, insurance and financial markets, and undertake as of now to give up such offices ìmmedìately on the appointment or attest that the offices held do not give rise to any incompatibility, specifying in detail the reasons thereof;
  • k) I comply with the limìtation of directorships established by Regulatiofl of the Ministry of the Economy and Finance no. 169/2020 and provided by applicable raws and regulations far fulfilling the duties of member of the contrai body of a bank that has issued shares listed on regulated markets ( 6 );
  • I) with specific reference to the limitatìon of directorships estab1ished in Artide 13.5.4 of the Articles of Association:

.,/ I do not hold a number of offices in excess of that provided far in Artide 13.5.4 of the Articles of Assodation;

o I hold a nl!mber of offices in excess of that provided far in Artide 13.5.4 of the Articles of Association and undertake as of now, rf appointed, to immediately give up ali incompatible offices;

  • m) I am able to provide a sufficient time commitment to perforrn the office in the Company, having taken note of the guìdance provìded by the Board of Directors in the document on the qualitative and qua_ntitative composition of the Board of Directors.
  • }- Wlth regarcJ to situations of inellglblllty or incompatibility
  • n) no reasons for ineligibility, incompatibility or suspension exist in my regard pursuant to the law, the regulations or the Artlcles of Associations, and speci{lcalty none ofthe conditlons far ineligibility and disqualification envisaged in the Regulation of the Ministry of the Economy and Finance no. 169/2020 and in Artide 2382 of the lta1ian Civi! Code and prohibitions from the office of director, adopted against me in a Member ·state of the European Union pursuant to Article 2383 of the ltalian Civil Code:
  • o) .,/ I am not employed In the public sector, according to and far the effects of Legislative Decree 165/2001, as suQsequently amended and supplemented;
    • o I am current!y employed in the publfc sector, but I benefìt from the exemptions referred to in Legislative Decree 165/2001. as subsequently amended and supplemented, with a view to the possible appointment as member of the Board of Directors;
    • o I am current!y employed in the public sector, accordìng to and far the effects of Legislative Decree 165/2001, as subsequently amended and supplemented, and more precisely I am at ........................................................... ( 7 ) and I have requested prior authorizatlon from the Public Authority that employs me to perforrn the office of member of the Board of Directors or, if such authorization has already been granted, I wm submit ft to the Company at
    • the earliest opportunity following the appointment;

6 Artici e 13.5.1 of the Articles of Assocìation.

7Please enter the office held , and the detai!s of Public Authòrity employer.

p) o I have other employment relationships compatible with the position of Director and I have requested, if necessary, the prescribed authorizations or I will present them to the Company at the first occasion following to the appointment.

Lastly, I declare that

  • q) in the attached presentation, I have provided full information on my persona! and professional characteristics and on the management, administration and contrai offices hetd in other companies or entities, as well as any inforrnatìon useful for assessing my suitability for the office, having taken note of the above-mentioned document on the qualitative and quantitative composition of the Board of Directors;
  • r) I have read the information notice referred to in Articles 13 and 14 of Regulatlon (EU) 2016/679, provided at the foot of this document, and I accordingly authorize the processing and publication of the above-mentioned datà and information on my professional and persona! characteristics contained in the curriculum vitae attached;
  • s) l. authorize the Company to seek confirrnation tram the relevant Authorttìes as to the truthfulness and authenticity of my statements, pursuant to and forthe purposes of Artide 71, paragraph 4, of Presidential Decree 445/2000.

I also agree to:

  • • submit, at the Company's request, the documents needed to confirm the tnrthfulness of the information declared:
  • • promptly notify any changes or additions to the persona! data, where relevant far the assessment of the requirements.

I attach duly signed

  • i) comprehensìve ìnformation regarding my persona! and professional characteristics and management, administration and contro! offices held in other companies or entitìes (curriculum vitae);
  • ii) the Hst of the executive, management and contrai offices currently held in othér companies or entìties with aÌi undertaking to provide any updates until the acceptance of the position.

I ( signature)

This is an English translation of the originai ftalian document. In cases of conflict between the English /anguage document and the /talian document, the interpretation of the ltalian /anguage document prevai/s.

INFORMATION NOTICE TO MEMBERS OF THE CORPORATE BOOIES OF INTESA SANPAOLO S.p.A. ANO CANDIOATES FOR THE ROLES OF MEMBERS OF THE MANAGEMENT ANO CONTROL BODY, PURSUANT TO ARTICLES 13 AND 14 OF REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT ANO OF THE COUNCIL OF 27/4/2016

This Jnformation Notice implements the provisions of the Regulation on the protection of individuals with regard to the processing of persona! data and on the free rnovernent of such data (the "Regulation'').

SECTION 1. THE IDENTITY ANO THE CONTACT DETAILS OF THE CONTROLLER

Intesa Sanpaolo S.p.A., with registered office in Piazza San Carlo 156, 10121 Tortno, ltaly, Parent Company of the Intesa Sanpaolo lntemational Banking Group, as Data Controller (below also "Controllar") processes your personal data (below also uPersonal Data�) far the purposes stated in Section 3.

SECTION 2. CONTACT DETAILS OF THE DATA PROTECTION OFFICER

The ControHer has appointed the uoata Protection Officer" (DPO) envisaged by the Regulation. Far any matter relateci to the processing of your Persona I Data and/or to exercising the rlghts established in the Regulation and listed in Section 7 of this lnformation Noti ce, you can contaci the Data Proteciion Officer at the email address [email protected].

SECTlON 3 - CATEGORIE\$ OF PERSONAL DATA, PURPOSES ANO LEGAL BASIS FOR THE PROCESSING

Categories of Persona! Data

The Persona] Data that the Controller may process, as required by the laws in farce from time to time, include the following categories of data: (-) persona! and identification data, contaci data, tax data and bank account details, other persona! data provided by the data subject; (-) data relating to links with other persons or parties, their wealth and family status, level of education, data relating to banking relationships, the performance of economie activities or aciivities in any case relating to the relationship with the Controller, positions held in companies or entities, shareholdings held in the Controlter; {-) data colfected from public sources (lists, registers, public documents avai!abte to anyone) or from other third parties (Intesa Sanpaolo Group companies, members of social security, welfare or health funds, commerciai inforrnation and financial risk companies, extemal companies for market research purposes); and (-) to comply with national and EU regulations, the Contro!ler may process legal data re1ating to criminal convìctions and offences.

Sources of Persona! Data

The Controller uses the Persona! Data concerning you that you have communicated or that has been collected from other Controllers {in the latter case subjeci to verification of compliance with the !egal requirements by the third parties) or public sources {e.g. chambers of commerce) in compliance with the applicable regulations.

Purposes and tega! basis for the processing

Your Persona! Data is processed by the Controller for the purposes listed below.

a) Purposes necessary far the assessment of the nomination far the role of member of a management or contro! body of the Controller and far the possible subsequent establishment of the relationship with the Controller link ed to that raie, inc\uding the verification of the nomination and the requirements established by the applicable regulations. Specifically, far banking institutions the processing of persona! data is necessary far the application of the banking supervisory provisions concerning the verification of the suitability requirements for members of the corporate bodies of the Bank: Article 26 of the Consolidateci Law on Banking and relateci imp1ementing regulations, the EBA-ESMA Guidelines on the assessment of the suitability of the members of the management body and key function holders, and the ECB Guide to frt and proper assessments, and subsequent supplet'Tìenting Q and amending rules. ·

b) Purposes necessary for the execution of the relationship linked to the role of member of a Corporate Body of the Controller (in the event of establishment of such a relationship), in particular by virtue of the obligations deriving from the ArticleS of Association, from internal regulations and from corporate resolutions, including those of an administrative, accounting, corporate. remuneration, insurance, socia! security and tax nature, as well as those deriving from any other oblìgation established by laws, regulations and/or EU legislation, or by authòrities empowered by law or by supervisory and contrai boclies. With regard to the meetings of the Corporale Bodies that you will participate in, the Controller will process your persona! data consisting of audio, photo and video recordings containing your voice and/or image, as well as other data from which your identity may be deduced, in arder to record the minutes of the meetings and fulfil the relateci requirements; your persona! data may be acquired and processed in both paper and digitai fermat.

e) Where necessary, far the exercise or defence of the Controller's rights, al so in court.

d) To enable the Controllar to carry out, take part in, manage or organise corporate transactions, including mergers, acquisitions and restructurings.

The processing of your persona! data for the purposes stated ·in points �a" and "b" is necessary and relevant to the execution of the relationship with the Controllar. The processing far the purposes stated in points "e" and "d" is based on the legitimate interest of the Controller. The provision of your Data is not compulsory, but if it is not provided and processed it will not be possible to establish or continue the relationship or to fulfil all or part ofthe above-mentioned obligations.

SECTION 4 - CATEGORIES OF RECIPIENTS TO WHOM YOUR PERSONAL DATA MAY BE DISCLOSED

For the pursuit of the above-mentioned purposes, it may be necessary far the Controller to disclose your Persona! Data to the following categories of recipients: 1) Companies of the Intesa Group and its subsidiarìes; 2) Third parties (companies, freelancers, etc.) operating both inside and outside the European Union that carry out activitìes connected with, instrumental to, or in support of those of the Controller; and 3) Authorities and public information systems set up within public authorities. The compahies of the Intesa Sanpaolo Group and third parties to whom your Persona[ Data may be disclosed may act as controllers, processors or joint controllers, as the case may be. The updated list of entfties identified as controllers, processors or joint controllers is available from the DPO.

SECTION 5 - TRANSFER OF PERSONAL DATATO A THIRD COUNTRY OR AN INTERNATIONAL ORGANISATION OUTSIDE THE EUROPEAN UNION.

Your Persona! Data are processed by the Controllar inside the European Union. lf necessary, far technical or operational reasons, the Controller reserves the right to transfer your Persona] Data to countries outside the European Union, subject of decisions of "adequacy'' by the European Commission or based on the appropriate safeguards, provided by the country to which the Persona! Data shall be transferred, or specific exemptions provided by the Regulation. Your Persona! Data wiU not be disclosed, except far data that is public or required by law to be made known to the public, far example through publicatlon on the Controller's corporate website.

SECTION 6- METHODS OF PROCESSINO ANO STORAGE OF PERSONAL DATA

Your Personat Data is processed by manual, computerised and electronic means and in such a way as to guarantee the security and confidentiality of the data. Your Persona! Data is kept tor a period of time not exceeding that necessary to achieve the purposes far which it is processed, subject to the retention periods established by law. Specifically, your Persona! Data is generally stored for a period of ten years from the termination of the relationship with the Controller, subject to the dlfferent storage requirements far the purposes envisaged by the applicabJe regulations. Your Persona! Data may al so be processed for a longer period, if an act interrupting and/or suspending the Hmitation period justifies the extension of the storage.

SECTION 7 - RIGHTS OF THE DATA SUBJECT

As the data subject, you may, at any time, request the Controllar far access to your Personal Data, asking for the rectification or erasure of the data, as well as exercise all the other rights established

9

This is an English translation of the originai ftalian document. In cases of conflict between the English language document and the ltalian document, the interpretation of the ltafian fanguage document prevaHs.

by the Regulation (EU) 2016/679. For more complete and detailed information in this regard, please consult the Privacy section of the Controlter's website (www.intesasanpaolo.com).

Far any matter related to the processing of your Personal Data and/or if you wish to exercise the above-mentioned rights, you can contact the Data Protection Officer at the email address [email protected] orthe certified email address [email protected] or by post at the address Intesa Sanpaolo S.p.A., Piazza San Carlo 156-10121 Torino. Should you deem that the processing of your Persona! Data takes piace in breach of the Regulation and/or the applicable regulations, you may lodge a complaint with the Data Protection Authority or the Judicial Authority.

*** *** ***

ACKNOWLEDGEMENT BY THE DATA SUBJECT OF THE PERSONAL DATA PROCESSED

Taking into account the lnformation Notice provided to me pursuant to Articles 13 and 14 of the Regu!ation, I acknowledge that my Persona! Data is processed far the purposes described in the lnformation Notice, in letters a) to d) of Section 3 "Purposes and legai basis for the processing of the persona! data".

Date an signature of the Data Subje t
2.'R ;>, 1-0 ),1-

ROBERTO FRANCIDNI

PROFILE

Over 40 years in Ernst & Young in Italy, UK and US providing audit and due diligcncc services to listed and non-listed clients in a wide range ofindustry sectors. Twenty-seven years as a Partner. Leader far Tndependence matters far EY EMF.IA (Europe, Middle East. India and Africa) and Asia-Pacific/Japan. Six years as member of the Intemational Ethics Standards Board for Accountants (IESBA) setting ethical and auditor independence requirements for the accountancy profession worldwide. Extensive experience dealing with regulators and IGOs such as CONSOB, US SEC, IOSCO, IFIAR (Intemational Forum of Audit Regulators), EU and OECD.

EXPERIENCE

Appointments Cullently

  • • Member of Board ofDirectors and.Management Control Committee ofintesa Sanpaolo S.p.A. (since Aprii 2020)
  • • Treasurer "The British Chamber ofCommerce for Italy" (since January 2019)
  • • President College of Auditors "Fondazione per l'Infanzia Ronald McDonald Italia" (since July 2018)
  • • Member of Disciplinary Committee of the ICAEW (Jnstitute ofChartered Accountant<; in England andWales) (since January 2020)

Ernst & Young

Partner - Global Independence

  • • Independence Leader for EMEIA (Europe, Middle East, India and Africa) and Asia-Pacific/Japan representing ca. 180,000 professionals
  • • Leader of a team of 150+ profe9:sionals located worldwide
  • • Ultimate authority in EY worldwide on all matters related to EY's Global Independence Policy and IESBA Code of Ethics
  • • Advised EY engagement teams worldwide on U.S. SEC iòdependence related matters
  • • Member of the E META Risk Management Committee for matters relating to auditor independence and ethics

International Ethics Standards Board /or Accountants (IESBA) Jan 2008 -Dee 2013Member

  • • As boe of 18 members ofIESBA, contributed to defining ethics standards and auditor independencerequirements for the accountancy professi on worldwide
  • • Mernber ofthe IESBA Planning Committee
  • • Chaired the Task Force and led the project on Non-Compliance with Laws and Regulations (NOCLAR) which established requirements for the accountancy profession worldwide on how to respond to suspected illegal acts and other matters ofnon-compliance.
  • • As representative for IESBA on the task farce of the IAASB (lnternational Auditing and Assurance Standards Board) on ISA 610, contributed to the development ofthe revised audit standard ISA 610 Using the W ork of Internal Auditors.
  • • Delivered presentations on NOCLAR and other IESBA rnatters to regulatory fora including IFIAR (Intemational Forum of Audit Regulators), [OSCO Standing Committee l Ossue r Accounting, Audit and Disclosure), EAIG (Europcan Audit lnspection Group), OECD Working Group on Bribery Jn lnternational Business Transactions

Erm;t and Young

Audit Partner-Milan, Italy September 1995 -June 2017

  • • Lead Audit Engagement Partner for clients listed on ltalian and US stock exchanges.
  • � • Extensive experience as provider of audit and due diligem;.e serviccS to multinational companies across a wide range of industry sectors including manufacturing, industriai products, chemicals, pharmaceuticals,

Milan, Italy

Manoh 2022

1

July 2008-June 2018

ROBERTO FRANCHINI

technology, retail, consumer products and services and companies with long-tenn contracts.

  • • Member ofthe professional committee that dra:fted the ltalian Standard on Auditor Independence (Principio di Indipendenza)
  • • From 2003 through 2007, component ofworking group responsible for development and maintenance of the EY Global Audit Methodology, compli?Tit with Intemational Standards on Auditing (ISA), used by 100,000+ EY audit professionals worldwide
  • • From 1995 through 2007, organized and supervised the Quality lnspection Program for Audit practices across 15 countries, including France, Italy and Spain.
  • • Provided specialist support to audit teams with clients undertaking capita! market transactions (IPOs and band offerings) in Italian and foreign capital markets. Coordinated activities with ali parties involved, including legai counsels, investment banks and regulators.
  • • From 1995 through 2006, various engagements as member of Collegio Sindacale in non-listed companies.

Ernst & Young International. Ltd-New York, USA September 1992 -

  • • Partner in Audit and Accounting Technical Department.
  • • Dcsigned and administered annua! Quality lnspection Program for BY audit practices worldwide.
  • • Principal liaison and advisor for BY country practices on matters relating to audit and accounting policies and standards, including independence.
  • • Pcrfonned country practice visits to assess compliance with policies relating to audit and risk management

Ermt and Young

Audit Partner-Bologna, ltal.y January 1991-Au,:ust 1992

• Lead Audit Bngagement Partner for clients in manufacturing, service and banking industries.

  • • Manager and Senior Manager for EY Italy (formerly Emst & Whinney) working on audits and due diligence engagements on companies in many industry segments including financial institutions (banks and insurance companies)
  • • Infonnation systems audi tor, initiating infonnation systems audit practice in Emst & Whinney, ltaly

Ernst & Whinney UK September 1976-Octoher 1981

• Audit Junior through Senior in London office of Emst & Whinney on audit clients across all industri es

COMPETENCIES

  • • Leading and managing global projects and functions with virtual, multi-cultura! teams
  • • Auditor independence requirements in ltaly, the EU and United States
  • • Accounting and Reporting (US GAAP, IFRS, OIC); Auditing (PCAOB, US GAAS, !SA, CONSOB); Internal Control Systems (COSO)
  • • Due Diligence (Buy-side and Sell-side)
  • • Capitai Market Transactions (IPO and M&A)

PROFESSIONAL QUALIFICATIONS

  • • Fellow of lnstitute ofChartered Accountants in England and Wales (ICAEW)
  • • Registered Auditor in ltaly

EDUCATION

University of Salford, Bachelor of Science, Economics

OTHER

Languages: English (native); ltalian (bilingual)

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July 1995

Ernst & Young Ital.y November 1981-December 1990

June 1976

March 2022

British Chamber of Com merce far ltaly (lncorporated in UK) Director and Treasurer

Fondazione per L'Infanzia Ronald McDonald - Italia President, Board of Statutory Auditors

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