Intesa Sanpaolo

Major Shareholding Notification • Dec 22, 2021

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.

Extract of the shareholders' agreement published pursuant to Article 122 of Legislative Decree 24 February 1998 no. 58 ("Consolidated Law on Finance") and Articles 127 and following of Consob resolution no. 11971 of 14 May 1999 as subsequently amended ("Consob Regulation")

Notice is hereby given that on 21 December 2021, Compagnia di San Paolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio di Firenze and Fondazione Cassa di Risparmio in Bologna entered into a shareholders' agreement pursuant to Article 122, paragraphs 1 and 5 lett. a) of the Consolidated Law on Finance regarding prior consultation, submission, and vote at the shareholders' meeting of Intesa Sanpaolo S.p.A. expected to be held by the end of April 2022 (or on a different date which might be set or to which it might be postponed) of a joint list for the appointment of the Board of Directors and the Management Control Committee of Intesa Sanpaolo S.p.A. for the financial years 2022/2023/2024, the determination of the number of directors within the maximum limit set forth in the Articles of Association and the proposal concerning related remuneration, as well as the proposal and appointment as Chairman and Deputy Chairman of, respectively, the first and the second candidate shown on the joint list.

1. Type of agreement

The Shareholders' agreement includes clauses which pertain to the agreement category regarding the prior consultation and the exercise of the voting right at the shareholders' meeting of Intesa Sanpaolo S.p.A. expected to be held by the end of April 2022 (or on a different date which might be set or to which it might be postponed).

2. Financial instruments involved in the Shareholders' agreement

The Shareholders' agreement involves a total of 2,875,225,595 ordinary shares of Intesa Sanpaolo S.p.A. held by the Parties, representing 14.7975% of the share capital.

3. Website for publishing key information pursuant to Article 130 of CONSOB Regulation

Relevant information for a comprehensive assessment of this Shareholders' agreement is available on the website www.compagniadisanpaolo.it.