Intesa Sanpaolo

AGM Information • Mar 28, 2025

Report of the Board of Directors Ordinary part - Item 4 on the agenda

Own shares:

b) Authorisation to purchase and dispose of own shares to serve the Incentive Plans of the Intesa Sanpaolo Group

Distinguished Shareholders,

you have been called to this Ordinary Meeting to discuss and pass resolutions on the purchase of shares to serve the variable remuneration to be granted in Intesa Sanpaolo shares to the employees of the Group and to particular categories under an agency relationship.

1. Purpose of the proposal for the authorisation to purchase and dispose of own shares

The request for the authorisation to purchase and dispose of own shares is necessary to implement the activities provided for in the Group Remuneration Policies and the Incentive Systems.

Specifically, the own shares will be used to serve:

• (i) mainly, the Intesa Sanpaolo Group 2024 Incentive System, and, to a lesser extent, the incentive plans of certain subsidiaries indicated below (together, the "2024 Incentive Plans"):
  • the 2024 Incentive System of the Private Banking Network belonging to the Italian Network of Intesa Sanpaolo Private Banking;
  • the 2024 Incentive System of the Relationship Managers belonging to the International commercial Networks of the Fideuram - Intesa Sanpaolo Private Banking Group (i.e. Reyl Group and Intesa Sanpaolo Wealth Management); and
  • the 2024 Incentive System of the non-employee Financial Advisors belonging to the commercial Networks of the Fideuram - Intesa Sanpaolo Private Banking Group;
• (ii) to a lesser extent and for the reasons explained below, the completion of the implementation of the 2023 Intesa Sanpaolo Group Incentive Plans¹ , for which the Ordinary Shareholders' Meeting of 24 April 2024 had already authorised the purchase of own shares (the "2023 Plans");
• (iii) on a residual basis, the potential payments agreed ahead of or upon early termination of the employment relationship (so-called Severance² ), if any.

Please note that the abovementioned Incentive Plans provide for the use of Intesa Sanpaolo ordinary shares in line with the Supervisory Provisions on remuneration and incentive policies and practices³ (the

¹ The Intesa Sanpaolo Group 2023 Incentive System, and the following incentive plans of certain subsidiaries: the 2023 Incentive System of the Private Banking Network belonging to the Italian Network of Intesa Sanpaolo Private Banking; the 2023 Incentive System of the Relationship Managers belonging to the International commercial Networks of the Fideuram - Intesa Sanpaolo Private Banking Group (i.e. Reyl Group and Intesa Sanpaolo Wealth Management); and the 2023 Incentive System of the nonemployee Financial Advisors belonging to the commercial Networks of the Fideuram - Intesa Sanpaolo Private Banking Group.

² As provided for in Bank of Italy Circular 285/2013, "Severance" is defined as the remuneration agreed in view of or upon early termination of the employment contract or for the early termination of the office for the amount exceeding the provisions of the National Collective Labour Agreement (CCNL) relating to the so-called indemnity in lieu of notice and, with reference to the noncompetition agreement, for the amount exceeding the last yearly fixed remuneration.

³ Title IV, Chapter 2 of Bank of Italy Circular No. 285 of 17 December 2013, as subsequently amended and supplemented.

"Provisions") for Risk Takers who accrue a bonus exceeding the so-called "materiality threshold"⁴ , for the recipients of a "particularly high"⁵ amount and for those who, among Middle Managers or Professionals who are not Risk Takers, accrue a "bonus exceeding both the so-called "materiality threshold"⁶ and 100% of the fixed remuneration.

In compliance with the Provisions, the Group's Remuneration and Incentive Policies envisage that Severance (if any) must be partially paid in shares when the amounts are "particularly high", when they exceed the materiality threshold if paid to Risk Takers or exceed both the materiality threshold and 100% of the fixed remuneration if paid to Managers or Professionals who are not Risk Takers.

Finally, without prejudice to the above, once the purchases pursuant to this resolution proposal are carried out, should there be any outstanding shares as not used in the context of the aforementioned activities, the own shares deriving from this authorisation may be used to serve any further share-based remuneration plans intended for the staff of Intesa Sanpaolo and of the other Group companies, in compliance with the Remuneration Policies and within the limits and conditions set out for such plans in the related resolutions of the Shareholders' Meeting and/or of other competent bodies, and in full respect of the authorisations granted by the Authorities and of the law applicable from time to time.

2. Maximum number of shares for which the purchase authorisation is requested

The Parent Company does not currently hold a sufficient number of own shares in its portfolio to ensure the implementation of the 2024 Incentive Plans, the complete implementation of the 2023 Plans and to make potential Severance payments; therefore, the authorisation is requested to the Shareholders' Meeting, pursuant to Articles 2357 et seq. of the Italian Civil Code, so that the Company may purchase the necessary own shares and assign them to its employees and other staff, as well as to directors, employees and to other staff of its subsidiaries.

In particular, for the 2024 Incentive Plans and, residually, for the potential payment of Severance (if any), the authorisation is requested for the purchase, also in one or more tranches, of ordinary shares up to a maximum number of 21,918,878 equal to a maximum percentage of Intesa Sanpaolo's share capital of 0.12%. The aforementioned maximum number of shares has been determined by dividing the amount estimated as necessary to serve all the 2024 Incentive Plans and potential Severance payments equal to approximately €101,000,000 by the official average price recorded by the same share in the month preceding 12 March 2025 (i.e. 10 February 2025 – 11 March 2025), date on which the Board of Directors of Intesa Sanpaolo passed a resolution approving said request for authorisation, equal to €4.6079.

With reference to the 2023 Plans, the use of part of the own shares purchased pursuant to this resolution is necessary as the resolution of the Shareholders' meeting of 24 April 2024 authorised the purchase of shares up to a maximum of 28,372,627. This number was calculated by dividing the amount that was estimated as necessary to serve the 2023 Plans (equal to around €84,000,000.) by the average official share price recorded in the month preceding 14 March 2024, date on which the Board of Directors resolved to request authorisation from the Shareholders' meeting (equal to €2.9606). However, between the aforementioned Shareholders' Meeting resolution of 24 April 2024 and the execution of the share repurchase programme (9-11 September 2024), the market price of the Intesa Sanpaolo shares increased significantly (the average purchase price was equal to €3.7154 per share). Therefore, the number of shares purchased – within the limit of the authorised value – to serve the 2023 Plans (No. 21,000,000 Intesa Sanpaolo ordinary shares) turned out to be insufficient to cover the actual need. In order to fully implement the 2023 Plans, it is necessary to obtain the authorisation to purchase an additional number of Intesa Sanpaolo shares up to a maximum of No. 7,372,627, for a total maximum

⁴ More specifically, in line with the Provisions, the "materiality threshold" for Risk Takers is defined as €50,000 or one-third of total remuneration (unless otherwise provided for in specific local regulations).

⁵ Pursuant to the Group's Remuneration and Incentive Policies, for the three-year period 2022-2024, variable remuneration in excess of €400,000 is considered "particularly high".

⁶ Pursuant to the Group's Remuneration and Incentive Policies, for Managers and Professionals who are not Risk Takers, the materiality threshold is generally equal to €80,000 (unless otherwise provided for by specific local regulations). Such threshold is increased to €150,000 in order to significantly reduce the potential competitive disadvantage in the attraction and the retention of the best staff members in countries other than the domestic market of the Group and in businesses in which there is a high competitive pression on the staff (i.e. high cost of living, intense compensation dynamics, and high resignation rate) and, outside the EU, in which the regulatory framework concerning the materiality threshold is less strict (or absent).

value of €37,600,000⁷ , in addition to those already purchased pursuant to the 24 April 2024 resolution.

Therefore, in light of the above, overall, the authorisation is requested for the purchase, in one or more tranches, of ordinary shares for up to a maximum number of 29,291,505, equal to a maximum percentage of Intesa Sanpaolo's share capital of 0.16%.

The aforementioned maximum number of shares includes both the portion intended for Intesa Sanpaolo employees and the portion for employees and Financial Advisors of companies directly and/or indirectly controlled by Intesa Sanpaolo. These companies shall complete the request procedure for the equivalent authorisation from their shareholders' meetings, or from the related competent decisionmaking bodies on this subject, by the date the purchase plan is launched at Group level.

As at the date of this Report, Intesa Sanpaolo's share capital subscribed and paid-in amounts to €10,368,870,930.08 divided into No. 17,803,670,501 ordinary shares, without nominal value.

The maximum number of ordinary shares for which the purchase authorisation is requested pursuant to Art. 2357 of the Italian Civil Code is thus within the legal limits, also considering any shares owned by subsidiaries.

3. Purchase modality and use of the shares

Own shares shall be purchased within the limits of distributable income and available reserves as per the latest approved financial statements at the time the purchases are carried out.

An unavailable reserve equal to the amount of own shares recorded under balance sheet assets must be established and maintained until the shares are transferred or annulled.

The authorisation for purchase is requested for the maximum period of 18 months permitted by applicable law, starting from the date of the Ordinary Shareholders' Meeting resolution.

It is understood that the purchase shall take place only provided that the Supervisory Authority grants (or, if the case may be, renews) the relevant permission and only during the period of time for which the permission is granted⁸ .

The purchase of shares may be executed in instalments, within the limit of 18 months from the date of the authorisation resolution, in full respect of the authorisation granted by the Supervisory Authorities and of the laws and regulations applicable from time to time.

The Board of Directors confers the mandate to the Managing Director and CEO, the Chief Financial Officer and the Head of the Group Treasury & Capital Management, individually and with the right to sub-delegate, to make the purchase of Intesa Sanpaolo shares on the regulated market pursuant to art. 144-bis, paragraph 1, lett. b), of the Issuers' Regulation in compliance with the regulations on the equality of shareholders, the measures to prevent market abuse and the related market practices permitted by Consob as well as the terms approved by the Shareholders' Meeting. These purchases shall be made also on behalf of the subsidiaries participating in the initiative.

The purchase shall be made in compliance with any legal, regulatory restrictions and permitted market practices, at a price identified on a case by case basis, net of accessory charges, in the range of a minimum and maximum price which can be determined using the following criteria:

• − the minimum purchase price cannot be lower than the reference price the share recorded in the stock market session on the day prior to each single purchase transaction, decreased by 10%;
• − the maximum purchase price cannot be higher than the reference price the share recorded in the stock market session on the day prior to each single purchase transaction, increased by 10%.

In any case, the price may not exceed the higher between the price of the last independent transaction and the current price of the highest bid for independent purchase in the market.

⁷ Being such value determined taking into account, prudentially, the highest target price of the Intesa Sanpaolo share (€ 5.10) among the analysts' target prices recorded on 3 February 2025.

⁸ Equal to a maximum of 12 months.

Purchases shall be made on the regulated market - pursuant to Article 144-bis, paragraph 1, letter b) of the Issuers' Regulation - in full compliance with the regulations on the equality of shareholders, the measures to prevent market abuse and the related market practices permitted by Consob.

The ordinary shares purchased based on the authorisation requested in this proposal shall be assigned to the recipients according to the terms and conditions envisaged by the 2024 Incentive Plans and the 2023 Plans in the respective regulations and in compliance with the applicable Remuneration Policies. The shares shall be assigned free of charge, at a value for Recipients calculated in compliance with the provisions of tax and social security regulations in force from time to time.

If the shares purchased exceed the actual needs in service of this resolution, the Company may (i) dispose of them on the regulated market, using the same methods provided for their purchase, at a price not lower than the reference price that the share recorded in the stock market session on the day prior to each single transaction decreased by 10%, or (ii) retain them for the service of any other incentive plans and/or any Severance granted.

The requested authorisation includes the ability to dispose of the own shares purchased pursuant to the above and in the Company's portfolio, also after the implementation of the 2024 Incentive Plans object of this resolution and the completion of the implementation of the 2023 Plans, to serve any share-based plan intended for the staff of the Bank and of the Group companies.

The Bank can dispose of the shares in its portfolio in one or more tranches. The authorisation to dispose of and/or use the own shares purchased pursuant to this resolution is requested without time restrictions, always within the limits and the conditions set by this authorisation.

Distinguished Shareholders, you are therefore invited to approve the proposed authorisation for the purchase and disposal of own shares, in accordance with the terms illustrated.

12 March 2025

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

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