Intesa Sanpaolo

Governance Information • Nov 13, 2024

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 art. 122 of Legislative Decree no. of 24 February 1998 no. 58 ("Consolidated Law") and articles 127 et seq. of Consob Regulation no. 11971 of 14 May 1999 and subsequent amendments ("Consob Regulation")

Notice is hereby given that on 11 November 2024, Fondazione Compagnia di San Paolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Firenze, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio in Bologna and Fondazione Cassa di Risparmio di Cuneo signed a shareholders' agreement pursuant to art. 122, 1st and 5th paragraphs letter a) of the Consolidated Law concerning prior consultation, the presentation and vote, at the Shareholders' Meeting of Intesa Sanpaolo S.p.A. expected to take place by April 2025 (or for such other date as may be set or 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 2025/2026/2027, for the determination of the number of directors within the maximum limit of the Articles of Association and for the proposal concerning the related remuneration, as well as for the proposal and appointment as Chairman and Deputy Chairman respectively of the first and second names indicated in the joint list (the "Shareholders' Agreement"); all subject to the issuance of the authorization of the European Central Bank (ECB) as specified below.

Agreement Type

The Shareholders' Agreement contains provisions concerning the prior consultation and exercise of voting rights at the shareholders' meeting expected to take place by April 2025 (or for a different date that may be set or postponed) of Intesa Sanpaolo S.p.A.. The effects of the aforementioned provisions are subject to the granting by the ECB of the authorisation provided for in Articles 19 and 22 bis of Legislative Decree No. 385 of 1 September 1993 – "Consolidated Law on Banking and Credit" and Chapter IV of the "Provisions on the ownership structure of banks and other intermediaries" of July 2022 adopted by the Bank of Italy in implementation of the aforementioned rules. The Shareholders' Agreement also provides that the Parties are released from the agreements relating to the abovementioned shareholders' provisions, if the condition precedent indicated above is not met on the date of the 26th (twenty-sixth) day prior to the date of the shareholders' meeting of Intesa Sanpaolo S.p.A..

Financial instruments covered by the Shareholders' Agreement

The Shareholders' Agreement aggregates a total of no. 3,182,405,103 ordinary shares of Intesa Sanpaolo S.p.A. held by the Parties, representing 17.8749% of the share capital.

Website for the publication of essential information pursuant to art. 130 of the CONSOB regulation

The information necessary for a thorough evaluation of the Shareholders' Agreement is published on the following website: www.compagniadisanpaolo.it