Report on remuneration policy and compensation paid 12 March 2025

Report on remuneration policy and compensation paid

Intesa Sanpaolo S.p.A. Registered Office: Piazza S. Carlo, 156 10121 Torino Secondary Registered Office: Via Monte di Pietà, 8 20121 Milano Share Capital Euro 10,368,870,930.08 Torino Company Register and Fiscal Code 00799960158 "Intesa Sanpaolo" VAT Group representative Vat Code No. 11991500015 (IT11991500015) Included in the National Register of Banks No. 5361 ABI Code 3069.2 Member of the National Interbank Deposit Guarantee Fund and of the National Guarantee Fund and Parent Company of the banking group "Intesa Sanpaolo" included in the National Register of Banking Groups.

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.

Contents
	CONTENTS	3
INTRODUCTION		7

SECTION I –	2025 GROUP REMUNERATION AND INCENTIVE POLICIES	11
1.	PROCEDURES FOR ADOPTION AND IMPLEMENTATION OF THE GROUP REMUNERATION AND
	INCENTIVE POLICIES	11
1.1	The role of corporate bodies11
1.2 1.3	Chief People & Culture Officer Governance Area12 Planning & Control 13
1.4	Chief Risk Officer Governance Area13
1.5	Chief Compliance Officer Governance Area13
1.6	Chief Audit Officer13
2.	REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS	14
2.1	Remuneration of Board Members 14
2.2	Remuneration of Management Control Committee members14
2.3	Remuneration of members of the Board Committees14
2.4	Remuneration of the Managing Director and CEO 15
2.5 2.6	Insurance policy for Board Members and General Managers15 Termination of office; employee termination indemnities15
3.	REMUNERATION POLICY FOR THE CORPORATE BODIES OF SUBSIDIARIES	17
4.	GROUP REMUNERATION AND INCENTIVE POLICIES	18
SECTION A	– REMUNERATION AND INCENTIVE PRINCIPLES, SYSTEMS AND INSTRUMENTS	19
4.1	Purposes and principles of the Remuneration and Incentive Policies19
4.2	Segmentation of personnel 20
4.3	Remuneration components23
4.4	The remuneration pay mix30
4.5	Annual Incentive Systems for Group personnel33
4.6	Payment methods of the variable remuneration52
4.7	Broad-based Short-Term Plan – PVR ("Premio Variabile di Risultato")62
4.8	Long-Term Incentive Plans 65
4.9 4.10	Termination of the employment agreement73 Prohibition of hedging strategies77
SECTION B	– RULES FOR IDENTIFYING RISK TAKERS	78
4.11	Introduction 78
4.12	Scope78
4.13	Definitions and rationales of application79
4.14	Application of the Rules at Intesa Sanpaolo Group Level 80
4.15	Application of the Rules at Sub-consolidating Groups level and Individual Bank level 84
SECTION II –	DISCLOSURE ON REMUNERATION PAID IN FINANCIAL YEAR 2024	86

INTRODUCTION	REPRESENTATION OF THE STRUCTURAL COMPONENTS OF THE REMUNERATION OF BOARD	86
MEMBERS,	THE MANAGING DIRECTOR AND CEO, ALSO ACTING AS GENERAL MANAGER,
	THE KEY MANAGERS	AND OF 88
	APPLICATION OF THE 2024 REMUNERATION AND INCENTIVE POLICIES	89
THE 2024	ANNUAL INCENTIVE SYSTEM BASED ON FINANCIAL INSTRUMENTS	90
	The 2024 Incentive System for the Managing Director and CEO in his capacity as General
	Manager93
	Pay-for-performance analysis of the short-term variable remuneration of the Managing

PART II – QUALITATIVE AND QUANTITATIVE INFORMATION 98
QUALITATIVE AND QUANTITATIVE INFORMATION AS REQUIRED BY ARTICLE 17 OF REGULATION (EU) 637/2021 OF 15 MARCH 2021 98 Qualitative disclosure - EU REMA98 Quantitative disclosure110 Quantitative information pursuant to CONSOB Regulation119
PART III – INTERNAL AUDITING DEPARTMENT ASSESSMENT OF THE INCENTIVE SYSTEM 132
APPENDIX 133
TABLE NO. 1: "ART. 5 - CORPORATE GOVERNANCE CODE" 134 TABLE NO. 2: "ART. 123-BIS - REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURES" 136
TABLE NO. 3: "ART. 123-TER – REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID" 137 TABLE NO. 4: BANK OF ITALY PROVISIONS ON "TRANSPARENCY OF THE BANKING AND FINANCIAL TRANSACTIONS AND SERVICES – CORRECTNESS OF THE RELATIONS BETWEEN INTERMEDIARIES AND CUSTOMERS" - SECTION XI - PARAGRAPH 2-QUATER "REMUNERATION POLICIES AND PRACTICES" AND 2-QUATER.1 "REMUNERATION POLICIES AND PRACTICES FOR
RELEVANT PERSONS AND CREDIT INTERMEDIARIES" 139

Report on remuneration policy and compensation paid

12 March 2025

Introduction

Over the last few years, international bodies and regulators have paid increasing attention to the issue of remuneration across different industries, including that of listed companies, of banks and banking groups, of insurance, of asset management as well as that of investment firms, with the aim of guiding issuers and operators towards the adoption of remuneration policies and remuneration systems that are consistent with the principles – intensified following the economic and financial crisis – governing the process for drawing up and approving the remuneration and incentive policies, the compensation structure and their transparency.

The regulatory framework has undergone a significant evolution - which is still ongoing - both at the European level and at the national level, in each of the above-mentioned sectors.

With reference to listed companies, Art. 123-ter of the Consolidated Law on Finance (Legislative Decree No. 58 of 24 February 1998, "CLF") provides for the obligation to prepare and make available to the public a report on remuneration, divided into two sections (the first illustrating the company's policy in relation to remuneration and the procedures used for the adoption and implementation of this policy, the second providing information on the remuneration paid), to be drawn up including the information set out in the Issuers' Regulation (Consob Regulation 11971 of 14 May 1999, as subsequently updated), and to be submitted to the Shareholders' Meeting resolution. Since 2019, in implementation of the so-called Shareholders' Rights Directive II (Directive (EU) 2017/828), pursuant to Art. 123-ter of the CLF, the Shareholders' Meeting has been called to cast a binding vote on the first section of the report and to decide in favour or against the second section. The resolution relating to the latter is not binding. The Issuers' Regulation - in the part relating to the report on the remuneration policy and remuneration paid - was also amended in implementation of the Shareholders' Rights Directive, with the aim of enhancing transparency vis-à-vis shareholders. Finally, in terms of self-governance of listed companies, remuneration has been dealt with, since 2020, in the new "Corporate Governance Code".

In the banking sector, remuneration and incentive policies and practices are the subject of specific regulations at European and national level. These regulations have changed significantly over time. More specifically, and among other things, in implementation of the so-called CRD III (Directive 2010/76/EU) and taking into account the guidelines and criteria defined internationally (including the principles and standards of the Financial Stability Board, the methodologies of the Basel Committee on Banking Supervision, and the Guidelines issued by CEBS), the Bank of Italy, with a measure dated March 30th 2011, issued Supervisory Provisions containing a harmonised set of regulations of remuneration policies, systems and practices in banks and banking groups, relating to the drawing up and control processes, the remuneration structure and the disclosure obligations to the public, thereby requiring, among other things, the approval of the remuneration and incentive policies by the shareholders' meeting, in order to achieve remuneration systems in line with the long-term corporate strategies and objectives linked with company results, appropriately adjusted to take into account all risks, consistently with the capital and liquidity levels required to fulfil the activities undertaken and, in any case, such as to avoid distorted incentives that could lead to regulatory violations or excessive risk-taking for the bank and the system as a whole.

The Bank of Italy intervened once again in the matter with the two recommendations contained in the communications dated 2 March 2012 and 13 March 2013, highlighting in general the need for banks to establish a strategy that is aligned to the objective of preserving the stability of the business, also from a forward-looking perspective, as well as maintaining the conditions of capital strength and prudent management of liquidity risk. Subsequently, in 2014 the Supervisory Provisions on remuneration policies and practices - contained in Bank of Italy Circular no. 285/13 - were revised to implement the regulations contained in the so-called CRD IV (Directive 2013/36/EU). In implementation of CRD IV, in 2014, the European Commission issued the Regulatory Technical Standards (RTS) relating to qualitative and quantitative criteria for the identification of categories of personnel whose professional activities have a material impact on the institution's risk profile (so-called "Risk Takers"). In December 2015, the EBA, based on the provisions contained in CRD IV, published the update of the "Guidelines on sound remuneration policies", drawn up by its predecessor CEBS, defining in detail the rules relating to the remuneration structure, remuneration policies and the related governance and implementation processes. The indications of these Guidelines were implemented by the Bank of Italy which, in 2018, updated the regulations on remuneration policies and practices referred to in Circular 285/2013. In 2019, the CRD V

(Directive 2019/878/EU) and the Regulation (EU) 2019/876 (CRR II) were issued. Following the adoption of the provisions of CRD V, the EBA revised (i) the Regulatory Technical Standards (RTS) that specify the criteria for identifying Risk Takers reported in the Commission Delegated Regulation (EU) 2021/923, published on 9 June 2021; as well as (ii) the Guidelines on sound remuneration policies publishing a new version in July 2021 and providing for its application starting from 31 December 2021; as a result of the issue of CRR II, the European Commission has published the Regulation (EU) n. 637/2021 – so-called Implementing Technical Standards – which governs the methods of disclosure of the information on remuneration. The Bank of Italy has implemented CRD V and the essential contents of the new EBA Guidelines as well as the so-called Implementing Technical Standards with 37th update of Circular 285/2013 published on 24 November 2021. Finally, in 2024 the Regulation (EU) 2024/1623 (CRR III) and the Directive (EU) 2024/1619 (CRD VI) were adopted. The latter, which will be applied from January 2026, includes, among others, also provisions on integrating ESG risks into the remuneration policies.

With regard to the insurance sector, ISVAP (now IVASS), with regulation No. 39 of 9 June 2011, laid down the principles regarding the decision-making processes, structure and disclosure obligations for the remuneration policies of insurance companies. Regulation No. 39/2011 was subsequently replaced by IVASS Regulation No. 38 of 3rd July 2018 on corporate governance of insurance companies and groups, which implements the so-called Solvency II (Directive 2009/138/EU) and the guidelines adopted by the European Insurance and Occupational Pensions Authority (so-called EIOPA) on the corporate governance system and incorporates the provisions of ISVAP Regulation No. 39/2011 concerning remuneration policies. Furthermore, on 5 July 2018 IVASS sent a Letter to the market regarding the guidelines on the application of the principle of proportionality in the corporate governance system.

With regard to the asset management sector, the provisions regarding remunerations, initially included in the Joint Bank of Italy/Consob Regulation on remuneration (issued pursuant to article 6, paragraph 2-bis, of the Consolidated Law on Finance – updated on 27 April 2017 to transpose the Directive 2014/91/EU (UCITS V Directive) and included, from December 2019, in the Bank of Italy Regulation implementing Articles 4-undecies and 6, paragraph 1, sub-paragraph b) and c-bis) of the Consolidated Law on Finance – also apply to managers belonging to banking groups in different ways according to whether or not the asset management company (Società di Gestione del Risparmio) is classed as significant. The latter Regulation was updated on 23 December 2022 with the aim of, mainly and to the extent relevant here, implementing the new rules on remuneration applicable to investment firms and introduced by the Directive 2019/2034/EU and by the Guidelines on sound remuneration policies (EBA/GL/2021/13) adopted by the EBA in consultation with ESMA. The remuneration framework regarding investment firms is completed by, inter alia, the Delegated Regulation (EU) 2021/2154 which provides for the technical regulatory standards that specify the criteria for identifying the categories of personnel whose professional activity has a substantial impact on the risk profile of the investment firm (so-called "Risk Taker"), effective from 12 December 2021.

Finally, with reference, inter alia, to the provision of investment services and activities by banks, investment firms and asset management companies, the provisions on remuneration included in Directive 2014/65/EU (so-called MiFID II) and in Delegated Regulation (EU) 2017/565 (so-called MiFID II Delegated Regulation), as well as in the "Guidelines on certain aspects of the MIFID II remuneration requirements" issued by ESMA and last updated in April 2023 are also relevant. These provisions aim to strengthen customer protection, among other things, by preventing conflicts of interest that can also arise in relation to remuneration and incentives.

This Report has been prepared in accordance with the above-mentioned Article 123-ter of the CLF and the Issuers' Regulation, and also takes into account the obligations of disclosure to the Shareholders' Meeting, pursuant to the Supervisory Provisions issued by the Bank of Italy which also refer to Article 450 of the CRR and the Implementing Regulation (EU) no. 637/2021 – so-called Implementing Technical Standards. Art. 123-ter (1), CLF

Intesa Sanpaolo has always paid particular attention to remuneration matters, the related regulatory compliance and maximum transparency to the market. The Report gathers into a single, well-organised and structured document all the qualitative and quantitative information that until 2011 was separately disclosed by topic in the Report on Corporate Governance and Ownership Structures, in the Supervisory

Art. 123-ter (2), (3), (3 bis), and (4) CLF

Art. 123 ter, (3 bis), (3 ter), and (6) CLF

Board report submitted to the Shareholders' Meeting – pursuant to Article 153 of the CLF – and in the financial statements.

This Report, available in the "Governance" section of the website group.intesasanpaolo.com, is divided into two Sections. The first section concerns the remuneration and incentive policies adopted by the Bank for the year 2025 with respect to its corporate bodies, the corporate bodies of its subsidiaries and the employees and other staff of the Group – with a particular focus on the General Manager, Key Managers (i.e. Group Top Risk Takers) and other Risk Takers – together with the procedures for adoption and implementation of these policies. It also describes how the remuneration policy contributes to the business strategy, the pursuit of long-term interests and the sustainability of the company and how it is determined taking into account the remuneration and working conditions of the employees of the company. This Section also includes a description of the aims pursued, the principles underpinning them, the changes with respect to the 2024 Remuneration Policy and how the Company has taken into account the votes and observations made by the shareholders at the Shareholders' Meeting of 24 April 2024 that approved the policy. The second Section, split into three parts, provides a description of each item that makes up the remuneration, together with quantitative, analytical and aggregate information.

With a view to disclosing information in accordance with the regulatory obligations, this document describes the levels of compliance with the provisions on remuneration established by Article 5 of the Corporate Governance Code. In this respect, to facilitate interpretation, specific margin notes citing the related Principles and Recommendations have been provided alongside the text, together with the indications provided in Articles 123-bis and 123-ter of the CLF.

The Appendix to this document contains specific check lists that indicate, on one side, the Principles and Recommendations of the Corporate Governance Code and the provisions of Articles 123-bis and 123-ter of the CLF and the requirements set in the Provisions regarding "Transparency of the banking and financial transactions and services – correctness of the relations between intermediaries and customers"¹ , and, on the other side, the page of this Report in which the matter is discussed.

These check lists should be read together with the explanatory notes and details provided in the Report concerning the application of the individual provisions.

Information contained in this Report, unless otherwise stated, refers to the position as at 12 March 2025, the date of its approval by the Board of Directors.

The first section of this Report shall be subject to the binding resolution of the Shareholders' Meeting, called pursuant to Article 2364, second paragraph, of the Italian Civil Code, as expressly required by Article 123-ter of the Consolidated Law on Finance and by Bank of Italy in Circular 285/2013, First Part, Title IV, Chapter 2 - "Remuneration and incentive policies and practices", and the second section shall be subject to the non-binding resolution of the Shareholders' Meeting called in accordance with Article 2364, second paragraph, Italian Civil Code.

Art. 123-ter (3-bis), (3 ter), and (6), CLF

¹ Specifically, reference goes to Section XI – paragraphs 2-quater and 2-quater.1

Section I – 2025 Group Remuneration and Incentive Policies

1. Procedures for adoption and implementation of the Group Remuneration and Incentive policies

1.1 The role of corporate bodies

1.1.a Shareholders' Meeting

The Shareholders' Meeting, on proposal of the Board of Directors, approves:

the Remuneration Policies for the members of the Board of Directors and the Remuneration and Incentive Policies of the Group (employees and staff not bound by an employment agreement), which also include the Rules for identifying Risk Takers;
the remuneration plans based on financial instruments;
the criteria for the determination of any amounts to be awarded in the event of early termination of the employment agreement or early termination of the office, including the limits established for said amounts in terms of fixed annual remuneration and the maximum amount arising from the application of such limits;
if applicable, with the qualified majorities as defined by the applicable regulations, a variable-to-fixed remuneration cap higher than 100%, but not exceeding the maximum cap established by the regulations;
if applicable, solely for the Group's key staff identified in the asset management companies (SGR entities), SICAVs and SICAFs and work exclusively for those companies, a variable-to-fixed remuneration cap exceeding 200%.

In addition, the Shareholders' Meeting, upon proposal from the Board of Directors, resolves with a nonbinding vote on the annual disclosure of the remuneration paid pursuant to Article 123-ter Consolidated Law on Finance (Section 2 of the Report on remuneration policy and compensation paid).

Finally, pursuant to the Articles of Association, the Shareholders' Meeting establishes the remuneration of Board Members (including the additional remuneration for the office of Chair and Deputy Chair) and the remuneration of the Members of the Management Control Committee (determined on a fixed and equal basis for all members, but with a special increase for the Chair) at the time of appointment and for the entire term of office.

1.1.b Board of Directors

The Board of Directors, in addition to the fixed remuneration set by the Shareholders' Meeting:

may set the remuneration of the Board Members to whom the Board assigns further special duties in compliance with the Articles of Association, including the office of Managing Director;
is responsible for setting the remuneration of the General Manager and of the Manager responsible for preparing the Company's financial reports, pursuant to Article 154-bis of Legislative Decree No. 58 of 24 February 1998, as well as of all other Group Top Risk Takers and the higher-level Executives of the Company Control Functions, in accordance with the provisions of the applicable regulations;
is responsible for drafting the remuneration and incentive policies of the Group to be submitted to the Shareholders' Meeting and drawing up the remuneration and incentive systems for persons for whom the supervisory regulations require that this task be performed by the body responsible for strategic supervision, including identifying parameters used to evaluate performance targets and setting variable remuneration deriving from the application of said systems.

1.1.c Remuneration Committee

The Remuneration Committee was set up by the Board of Directors in order to support with all activities concerning remuneration.

In particular, the Committee:

• supports the Board of Directors in preparing proposals to submit to the Shareholders' Meeting;

Art. 123-ter (3)(a) and (b) CLF

Transp. Prov. 2

R. 25

² The grey squares in the Remuneration and Incentive Policy indicate – as required by the Bank of Italy Provisions on "Transparency of the banking and financial transactions and services – correctness of the relations between intermediaries and customers" – Section XI – paragraph 2-quater.1 - the parts of the Policy that implement the rules on remuneration therein provided.

makes the proposals for the remuneration for the Managing Director and CEO and for the members of the Board of Directors who have been assigned further special duties in compliance with the Articles of Association;
proposes the remuneration systems for the Group Top Risk Takers and the higher-level Executives of the Company Control Functions, taking into account the opinion of the Risks and Sustainability Committee and the Management Control Committee insofar as within its competence;
expresses an opinion on the achievement of the performance targets to which the incentive plans are linked and on the setting of the other requirements for the payment of the remuneration.

Focus: Composition of the Remuneration Committee

In line with the recommendations of the Corporate Governance Code, the Remuneration Committee is composed of non-executive directors, of whom at least the majority are independent. All members of the Committee must have knowledge and experience relating to the areas of competence of the Committee itself and, in line with the above-mentioned Code, at least one member of the Committee has adequate knowledge and experience in financial matters or remuneration policies, assessed by the Board at the time of appointment and recognised.

1.1.d Risks and Sustainability Committee

Without prejudice to the responsibilities of the Remuneration Committee, the Risks and Sustainability Committee supports the Board of Directors by analysing the Remuneration and Incentive Policies to verify their link with current and prospective risks and the capital strength and levels of liquidity of the Group, with specific regard to the performance targets (KPIs) assigned by the Incentive System to the Group Top Risk Takers excluding the Manager responsible for preparing the Company's financial reports and those who belong to the Company Control Functions.

Moreover, in order to strengthen the independence of the Company Control Functions, the Risks and Sustainability Committee (also after the examination in a joint meeting with the Management Control Committee) expresses its opinion on the Incentive System for the Chief Risk Officer and the Head of the Internal Validation & Controls.

1.1.e Management Control Committee

In order to strengthen the independence of the Company Control Functions, the Management Control Committee expresses its opinion on the Incentive System for the Group Top Risk Takers belonging to the Company Control Functions, the higher-level personnel³ and, as it is considered a similar role, the Manager responsible for preparing the Company's financial reports. This opinion is expressed jointly with the Risks and Sustainability Committee with regard to the Incentive System for the Chief Risk Officer and the Head of the Internal Validation & Controls.

1.2 Chief People & Culture Officer Governance Area

As mentioned above, the Shareholders' Meeting is responsible for approving the Group Remuneration and Incentive Policies upon proposal from the Board of Directors and with the involvement of the Remuneration Committee.

The Chief People & Culture Officer Governance Area is responsible for drawing up the above-mentioned Policies, which undergo the related approval procedure, involving the following, to the extent of their responsibilities, as required by the Regulations:

the Planning & Control structure (see paragraph 1.3);
the Chief Risk Officer Governance Area (see paragraph 1.4);
the Chief Compliance Officer Governance Area (see paragraph 1.5).

The Chief People & Culture Officer Governance Area is also responsible for implementing the Incentive Systems, plans and initiatives.

R. 30

³ Higher-level heads of the Company Control Functions are the Head of the Internal Validation & Controls and the Head of the Anti-Financial Crime Head Office Department in his capacity as Head of the Anti-Money Laundering Function.

1.3 Planning & Control

The Planning & Control structure is involved in drawing up the Group Remuneration and Incentive Policies, in order to ensure that those policies and the resulting incentive systems are consistent with:

the strategic short-and medium-long term objectives of the Companies and of the Group;
the capital strength and the liquidity level of the Companies and of the Group.

In that regard, together with the Chief Compliance Officer Governance Area and the Chief Risk Officer Governance Area, it supports the Chief People & Culture Officer Governance Area in identifying the parameters used to evaluate performance targets, on which to base and link the award of incentives to the Group Top Business and Governance Risk Takers.

The Planning & Control structure also supports the Chief People & Culture Officer Governance Area in the periodic monitoring of the parameters set to evaluate the achievement of the performance targets assigned to the Risk Takers.

1.4 Chief Risk Officer Governance Area

The Chief Risk Officer Governance Area:

verifies, ex ante, inter alia, the consistency of the Group Remuneration and Incentive Policies and of the resulting Incentive Systems with the Group Risk Appetite Framework (RAF);
supports the Chief People & Culture Officer Governance Area in preparing the list of Risk Takers, providing – insofar as within its competence – additional information.

1.5 Chief Compliance Officer Governance Area

The Chief Compliance Officer Governance Area:

conducts ex ante verification of compliance of the Remuneration and Incentive Policies with the law, the Articles of Association, the Code of Ethics of the Group and any additional standards of conduct applicable;
verifies that the list of identified Risk Takers is consistent with the rationales described in the Group Remuneration and Incentive Policies and the regulatory provisions in force from time to time.

1.6 Chief Audit Officer

On an annual basis, the Chief Audit Officer, in accordance with the guidelines of the Supervisory Authority, verifies the compliance of the remuneration implementation practices with the related Policies and, in that context, also checks the correct implementation of the process for identifying Risk Takers, reporting to the Board of Directors and the Shareholders' Meeting on the results of the verifications conducted.

2. Remuneration of the members of the Board of Directors

Art. 123-ter (3)(a) and (b) CLF

R. 29

2.1 Remuneration of Board Members

The Bank's Articles of Association establish that the members of the Board of Directors are entitled, in addition to the reimbursement of expenses incurred due to their office, to a fixed remuneration for the services rendered, which is set for the entire period of their office by the Shareholders' Meeting at the time of their appointment.

The Shareholders' Meeting also sets the additional remuneration for the office of Chair and Deputy Chair.

The Shareholders' Meeting on 29 April 2025 is therefore called upon to determine the fixed annual gross remuneration of the members of the Board of Directors as well as the additional fixed remuneration of the office of Chair and Deputy Chair upon their appointment at the start of their term.

An insurance policy for civil liability has been taken out for the members of the Board of Directors according to the terms illustrated below.

In addition, as required by the Supervisory Provisions on remuneration, the amount of the remuneration paid to the Chair is consistent with the key role assigned to this office and must not be higher than the fixed remuneration paid to the Managing Director and CEO.

2.2 Remuneration of Management Control Committee members

Pursuant to the Articles of Association, the Shareholders' Meeting is required, at the time of the appointment of the Management Control Committee and for the entire term of office, to set a specific remuneration for the Board Members of the Committee, consisting exclusively of a fixed and equal amount for each Member, but with a special addition for the Chair.

The Shareholders' Meeting is therefore invited to determine said remuneration when renewing the Corporate Bodies. To this end, the Board of Directors provides shareholders with its guidance, also taking into account the recommendations on the quantitative and qualitative composition of the new Board of Directors, given the professional profiles required and the related time commitment.

Furthermore, if after the new directors have taken office, the Board of Directors decides to appoint some members of the Management Control Committee as members of the Risks and Sustainability Committee or of the Committee for Transactions with Related Parties, in line with the provisions laid down by Article 13.5.6 of the Articles of Association, they will also be entitled to the additional remuneration set by the Board of Directors for these offices, to the same extent defined for the other members of each Committee, in line with the Remuneration and Incentive Policies (see next paragraph).

In this respect, it is understood that for the Board Members who are also members of the Management Control Committee, the remuneration accrued for the performance of any office held in the Risks and Sustainability Committee or in the Committee for Transactions with Related Parties, in any event, cannot exceed the maximum limit equal to half the remuneration set by the Shareholders' Meeting for members of the Management Control Committee.

2.3 Remuneration of members of the Board Committees

In terms of the activities that the Board Members are called upon to carry out as members of the additional Committees established within the Board, the Articles of Association assign to the Board of Directors, on proposal from the Remuneration Committee, the task of setting the remuneration for these Members, in addition to the remuneration set by the Shareholders' Meeting, in line with the Remuneration and Incentive Policies approved by the Shareholders' Meeting.

This remuneration is set on a fixed and annual basis for the Chairs of the Committees, plus an attendance fee for each meeting of those Committees actually attended by them.

To this end, the Board of Directors takes into account the commitment required to carry out the office and the assessments and proposals from the Remuneration Committee,

For members of the Management Control Committee who are members of the Risks and Sustainability Committee or the Committee for Transactions with Related Parties, it is understood that the remuneration thus accrued is recognized in compliance with the maximum limit indicated in paragraph 2.2 above and, therefore, cannot exceed half the remuneration established by the Shareholders' Meeting for the office of member of the Management Control Committee.

R. 30

Focus: Verification of the competitiveness of the remuneration of members of Corporate Bodies

During 2024, the Remuneration Committee assigned again to a leading consultancy company the task of conducting an analysis of the positioning of the salaries of the members of Corporate Bodies of Intesa Sanpaolo in relation to the benchmark Peer Group provided for by the Remuneration and Incentive Policies in force.

The benchmarking analysis confirms the competitive positioning of the remuneration paid to said members in relation to the benchmark group. On the other hand, from the perspective of the remuneration paid for each meeting to each Board Member, that is the unit cost of participation of the Board Members to each meeting, Intesa Sanpaolo's positioning is less competitive, due to the intensive work carried out by the Board of Directors and, above all, by the Management Control Committee and by the Board Committees, which translates into a much higher number of meetings than those of their Peer Group.

Such evidence determined the advisability of making some recommendations to the Shareholders in this regard as part of the guidance on the qualitative and quantitative composition of the new Board of Directors.

2.4 Remuneration of the Managing Director and CEO

In accordance with the Articles of Association, the Managing Director also acts as the General Manager of Intesa Sanpaolo.

In this perspective, in addition to the fixed remuneration relating to the offices of member of the Board of Directors and Managing Director, the Managing Director, in his capacity as General Manager, is entitled to receive also a gross annual remuneration set by the Board of Directors and to participate in the shortand long-term incentive system for Group Top Risk Takers, as well as to receive a supplementary pension scheme, and the additional fringe benefits established for the role in line with the Group Remuneration and Incentive Policies approved by the Shareholders' Meeting.

2.5 Insurance policy for Board Members and General Managers

In line with the best practice on international financial markets and taking into account the nature, size and operational complexity of the Bank and the Group, following the resolution of the Shareholders' Meeting adopted on 28 April 2021, it was decided to take out an insurance policy to cover the administrative liability of the Bank's Board Members as well as all members of Corporate Bodies and key functions holders at subsidiaries against a limit of liability between 150 million euro and 200 million euro (D&O – Directors' and Officers' Liability Insurance). The aforementioned resolution of the shareholders' meeting authorised the renewal of this insurance cover, including for subsequent years, at the best market conditions, also taking into account any future adjustments and revaluations, against a limit of liability proportionate to market best practices, with annual disclosure to the Shareholders' Meeting in the context of the Report on remuneration policy and compensation paid and until resolved otherwise by the Shareholders' Meeting. The terms of the D&O policy for 2024 were as follows:

Effective date: from 1 July 2024 to 30 June 2025
Limit: 200,000,000.00 euro, for each loss and for each year
2024 Premium on an annual basis: approximately 4,660,000.00 euro.

The maintenance of such insurance cover and its alignment to be best market conditions are deemed to serve the Bank and the Group's best interests and to represent a necessary component of the Remuneration Policies.

2.6 Termination of office; employee termination indemnities

The Members of the Board of Directors, with the exception of the Managing Director who is also General Manager, are not Bank employees.

No agreements exist obliging the Bank to pay non-executive Board Members an indemnity in the event of their resignation or revocation of office without just cause or termination of their office following a public takeover bid.

P. XV, R. 29

Art. 123 bis (1), (h), (i) CLF

on the termination of the relationship, which also includes a non-competition agreement for the period following the termination (see paragraph 4.9.1).

3. Remuneration policy for the corporate bodies of subsidiaries

Remuneration for members of the corporate bodies of Group companies is set by Intesa Sanpaolo in its capacity as majority shareholder and entity responsible for management and coordination activities, pursuant to the relative statutory and banking regulations.

The remuneration policy for corporate bodies, therefore, complies with the following principles, applied uniformly at Group level, in accordance with the regulatory framework in the various countries in which Intesa Sanpaolo operates through its subsidiaries.

Members of the management and supervisory boards of companies of the Intesa Sanpaolo Group receive remuneration according to their assigned duties and responsibilities.

To ensure uniformity in accordance with Group standards, the remuneration of directors is set specifically based on parameters such as the capital and economic size and organisational complexity of the company concerned, as well as other objective and qualitative elements, such as the nature of the business carried out by the subsidiary, its operational risk profile and its geographical position.

Similar criteria apply to the setting of the remuneration for directors appointed to special offices, pursuant to Article 2389 of the Italian Civil Code and similar provisions in force in foreign countries.

Variable remuneration amounts, bonuses linked to results, profit-sharing clauses or options to buy shares at predetermined prices are not normally envisaged. Exemptions from this principle are envisaged only on an exceptional and justified basis, in accordance with the Group Remuneration and Incentive Policies and the related supervisory regulations in force.

In general, there are no differences in the remuneration of directors, regardless of the fact they are either Group employees, professionals or independent, etc. The remuneration of Group employees who are appointed as directors in subsidiaries is paid to the company with which the employment agreement is in place.

The remuneration of members of the board of statutory auditors of Italian subsidiaries is set upon appointment for the entire term of office, pursuant to Article 2402 of the Italian Civil Code, with a fixed yearly amount.

The amount paid to statutory auditors is determined through a uniform calculation method at Group level that takes into account objective parameters, namely capital and revenues of the company, in order to identify a specific remuneration amount.

Members of the corporate bodies normally have the right to reimbursement of the expenses incurred as a result of their office.

Finally, an insurance policy is taken out for board members and general managers of subsidiaries (the "D&O policy").

4. Group remuneration and incentive Policies

The Group Remuneration and Incentive Policies for 2025 set out below were drawn up substantially in line with those for 2024, which received the favourable vote of most of the participants of the Shareholders' Meeting of 24 April 2024 (votes in favour totalling 88.6% of the represented share capital).

In light of a stable regulatory environment compared with the past year and taking into account the fact that the Group remuneration and incentive Policies are adequate to support the achievement of the Business Plan goals, no significant changes have been made for 2025.

The only refinement is the extension to the Group Top Risk Takers of the Business Functions of the demultiplier linked to the failure to comply with a predetermined target for the containment of operating costs, in order to strengthen the control of the "stability of profits" risk in all the organisation areas.

This document describes the Remuneration and Incentive Principles, Systems and Instruments (Section A) and the Rules for identifying Risk Takers (Section B); the mentioned Sections, jointly, represent the Group Remuneration and Incentive Policies.

Lastly, it is noted that it is not possible to derogate from any elements of the 2025 Remuneration and Incentive Policies.

Section A – Remuneration and Incentive Principles, Systems and Instruments

This Section describes the Remuneration and Incentive Principles, Systems and Instruments defined for 2025 and addressed to all personnel of the Group⁴ , including the categories governed by the agency contract.

4.1 Purposes and principles of the Remuneration and Incentive Policies

The Remuneration and Incentive Policies of the Intesa Sanpaolo Group aim to align the management's and personnel's behaviour with the interests of all Stakeholders, guiding their action towards the achievement of sustainable medium-long term objectives within the framework of a prudent assumption of current and prospective risks, as well as to contribute to making the Group an "Employer of choice" for its ability to attract, motivate and retain top resources.

In particular, the Policies of the Intesa Sanpaolo Group are based on the following principles:

4 Including those operating at branches located in third countries. Transp. Prov. P. XV R. 27

Focus: Gender Neutrality

Intesa Sanpaolo pays great attention to the issues of "Diversity, Equity & Inclusion" and is committed to implementing and disseminating, within and outside the Group, a policy in favour of the inclusion of all forms of diversity. In this context, Intesa Sanpaolo adopted the "Principles on Diversity, Equity & Inclusion" within which it made specific commitments aimed at ensuring gender equality in HR processes and in the management of people. Compliance with these commitments is monitored periodically, also in order to set corrective measures.

The Intesa Sanpaolo Group adopts gender-neutral Remuneration and Incentive Policies that contribute to pursuing complete equality among staff. They ensure, for the same activity carried out, that the personnel have an equal level of remuneration, also in terms of the conditions for its award and payment.

In particular, the Group guarantees that the definition of the remuneration and incentive systems and the taking of decisions regarding remuneration are independent of gender (as well as of any other form of diversity such as affective-sexual orientation, marital status and family situation, age, ethnicity, religious belief, political and trade union membership, socio-economic condition, nationality, language, cultural background, physical and psychological conditions or any other characteristic of the person also linked to the expression of one's thought), are based on merit and professional skills and are inspired to principles of fairness.

In order to make it possible to apply gender-neutral policies and to be able to evaluate their effectiveness, the Group adopts:

systems for measuring organizational positions that take into account the responsibilities and complexity managed by the various roles.

Specifically, for the management cluster, the Group has adopted the Global Banding System (see below "Focus: Global Banding System") based on grouping in homogeneous categories managerial positions that are similar by levels of complexity/responsibility managed, measured using the international IPE (International Position Evaluation) methodology.

Instead, the cluster of professionals is segmented on the basis of the career title assigned according to certain criteria (i.e. seniority, autonomy, complexity, but also skills, economics, impact and exposure) – in order to enhance in a granular way the level of professional contribution provided in their operations and the progressive specialisation of skills –or of the professional profile to which they belong, also taking into account the system of roles defined in the second level collective bargaining;

1. for the management cluster, market remuneration references associated with each Global Banding bracket and differentiated according to the professional category they belong to and geography. On the other hand, as regards the cluster of professionals, market trend references differentiated on the basis of the professional category they belong to and geography are associated to career title levels;
1. incentive/reward systems linked to objective parameters that therefore allow to recognise merit and performance.

Finally, on an annual basis, the Board of Directors of Intesa Sanpaolo, with the support of the Remuneration Committee, analyses the gender neutrality of the policies and checks the gender pay gap and its evolution over time in accordance with the methodology defined by the regulations. In summary, the gender pay gap is calculated for positions of equal value and country by country, making a distinction for: (i) Risk Takers, excluding members of the Board of Directors; (ii) the members of the Board of Directors in its management function; (iii) the members of the Board of Directors in its supervisory function; (iv) the remaining personnel.

It is noted that the reasons for the gender pay gap are appropriately documented and, where necessary, corrective measures are taken.

4.2 Segmentation of personnel

The Intesa Sanpaolo Group Remuneration and Incentive Policies are based on personnel segmentation logics that allow the operational adaptation of the principles of merit, fairness and neutrality in order to suitably differentiate the total remuneration and arrange mechanisms of payment that are specific for the various personnel clusters, with a particular focus also on those of a regulatory importance for which more stringent requirements are set. The distinction of the population into macro segments also allows to take into account the remuneration and working conditions of employees both in the declination of policies

P. XV

in specific remuneration and incentive systems and in the adoption of remuneration decisions tailored to each macro segment.

In application of these logics, three macro segments are identified:

Risk Takers;
Middle Managers⁵ ;
Professionals.

Focus: Risk Takers

The Intesa Sanpaolo Group identifies the personnel whose professional activities have a material impact on the entity's risk profile (so-called "Risk Takers") based on the "Rules for identifying Risk Takers", stated in Section B, which form an integral part of the Remuneration and Incentive Policies. These Rules were defined on the basis of the provisions laid down in article 92, paragraph 3 of CRD V, as well as Commission Delegated Regulation (EU) 2021/923 and supplemented by additional criteria that reflect the specific risks taken by the Group based on the business model and the organisational structure adopted and set out in line with the Global Banding System adopted by Intesa Sanpaolo (see focus below).

The following segments of Risk Takers are identified⁶ :

Intesa Sanpaolo Group Risk Takers (so-called Group Risk Takers);
Sub-consolidating Group Risk Takers;
Legal Entity Risk Takers.

Furthermore, within each Risk Taker segment and solely with reference to significant Banks⁷ – including Intesa Sanpaolo – the Top Risk Takers are also differentiated.

In particular, the Group Top Risk Takers segment consists of:

Managing Director and CEO;
The Head of Wealth Management Divisions, the Head of the Private Banking Division, the Head of the Asset Management Division, the Head of the Insurance Division, the Head of the Banca dei Territori Division, the Head of the IMI Corporate & Investment Banking Division and the Head of the International Banks Division as well as the Deputy to the Head of the Business IMI Corporate & Investment Banking Division;
Chief Sustainability Officer, Chief Social Impact Officer, Chief Governance, Operating & Transformation Officer, Chief Equity, Legal & M&A Officer, Chief Transformation & Organisation Officer, Chief People & Culture Officer, Chief Data, A.I. and Technology Officer, Chief Cost Management Officer, Chief Financial Officer, Chief Lending Officer, Chief Security Officer, Chief Institutional Affairs & External Communication Officer, Chief Risk Officer, Chief Compliance Officer, Chief Audit Officer as well as the Deputy to the Chief Financial Officer;
Head of Administration, Regulatory Reporting & Tax Affairs in her capacity as Manager responsible for preparing the company's financial reports.

This segment coincides with the so-called Key Managers identified pursuant to Consob Regulation No. 17221 of 12 March 2010 containing provisions relating to transactions with related parties.

With reference to 2024, a total of 616 Group Risk Takers were identified, with a decrease of 3 people compared to the number of Risk Takers identified in 2023. Moreover, as in 2023, also in 2024 no individuals meeting any of the quantitative criteria set by the Rules for 2024 were excluded from the scope of the Group Risk Takers.

Furthermore, additional 109 Sub-consolidating Group Risk Takers and 461 Legal Entity Risk Takers not included among Group and Sub-consolidating Group Risk Takers were identified for 2024.

Consequently, considering the 3 Risk Taker segments (including Top Risk Takers), for 2024 a total of 1186 individuals were identified and, among these, 932 were identified as Intesa Sanpaolo Group Risk Takers or at the level of Sub-consolidating Groups / Legal Entities of EU Member States.

⁵ These shall mean all Heads of Organizational Units not already included in the cluster of Risk Takers.

⁶ It is noted that, in the following paragraphs, unless otherwise specified, the term "Risk Taker" is generally understood to refer to all three segments.

⁷ Reference is made to banks considered significant pursuant to art. 6, paragraph 4, of Regulation (EU) 1024/2013 (the so-called Single Supervisory Mechanism Regulation).

Focus: Global Banding System

The Global Banding System adopted by the Intesa Sanpaolo Group is based on the grouping in homogeneous categories of managerial positions that are similar by levels of complexity/responsibility managed, measured using the international IPE (International Position Evaluation) methodology.

In correlation to Global Banding, Intesa Sanpaolo also adopted a job titling system that clearly identifies the responsibilities and the contribution of the roles, overcoming the purely hierarchical-organisational logics.

In particular, the following are identified with the title of:

Chief, the roles that define and/or exert a strong influence on the Group medium/long-term strategy or define the reference Division/Governance Area strategy, with an impact on the results of the Group in the medium-long term;
Executive Director, positions that define and/or exert a strong influence on function/business/country strategies, consistently with the Division/Group strategies, and ensure their implementation even in highly complex contexts;
Senior Director, positions that define business/function policies and plans, and lead their implementation by taking managerial responsibility for financial and human resources;
Head of, the roles that define or contribute to defining programmes and plans for their own organisational structure, also in coordination with other corporate structures, and ensure their implementation by taking managerial responsibility for human resources and, possibly, financial responsibility.

Focus: "Relevant Persons" and credit intermediaries to which the Provisions regarding "Transparency of the banking and financial transactions and services – correctness of the relations between intermediaries and customers" (Bank of Italy) apply

In line with Bank of Italy Provisions regarding "Transparency of the banking and financial transactions and services – correctness of the relations between intermediaries and customers", the number of relevant persons and credit intermediaries to which the Provisions apply are shown below, based on their role held.

Role	Number as at 31/12/2024
Banca dei Territori Division
Heads of Retail, Exclusive, Non-profit Sector and Digital Branches	2,595
Account Managers of Retail, Exclusive, Non-profit Sector and Digital Branches	23,244
Financial Agents with an accessory contract (so-called Team Leader) of Prestitalia	16
Financial agents of Prestitalia	587
Private Banking Division
Private Centre Heads, HNWI Executive Managers and UHNWI Executive Managers of Intesa Sanpaolo Private Banking	87
Team Leaders, Global Relationship Managers and Global Wealth Managers of Intesa Sanpaolo Private Banking	145
Private Bankers and Executive Private Bankers of Intesa Sanpaolo Private Banking	710
Non-employee Financial Advisors of the Fideuram, Sanpaolo Invest, IW Private Investments (IWPI) and Intesa Sanpaolo Private Banking Networks	5.487
Non-employee Financial Advisors with an accessory contract of the Fideuram, Sanpaolo Invest and IWPI Networks	295

P. XV R. 25 R. 27

Focus: External competitiveness of remuneration

As part of defining the total remuneration, Intesa Sanpaolo continuously focuses on external competitiveness in order to attract and retain the best resources.

In relation to market data and practices, the Intesa Sanpaolo Group aims to align the overall remuneration with median values, notwithstanding the possibility to make the appropriate differentiations for particularly critical positions and/or resources with high management skills.

Furthermore, the adequacy of the amounts is further verified in comparison to market data, with ongoing participation in national and international remuneration surveys; for management roles and other particular business positions, the comparison is based on specific peer groups, in order to evaluate the competitive alignment with the most appropriate reference market.

In particular, the reference peer group is aligned with the one used by the Intesa Sanpaolo Group for the measurement of economic-financial indicators of relative performance in the financial communication to the market.

4.3 Remuneration components

Employee remuneration is broken down into the following:

a) fixed component;
b) variable component.

Focus: Remuneration components received by Financial Advisors and Financial Agents other than employees

The remuneration received by Non-employee Financial Advisors and Financial Agents, due to the very nature of their employment as freelancers operating under agency contracts, is entirely variable and is composed primarily of commissions. Pursuant to the provisions laid down by the Supervisory Provisions, commissions are broken down into:

a) a "recurring" component, representing the most stable and ordinary portion of remuneration. This component is equivalent to the fixed remuneration;
b) a "non-recurring" component that has an incentive purpose, specifying that the commission does not in itself have any incentive purpose. This component is equivalent to the variable remuneration.

With particular reference to the remuneration of the employee with mixed contract (so-called Global Advisor)⁸ , in the capacity of part-time employee, this consists of both a fixed and a variable portion and, in the capacity of freelancer, of both a recurring and non-recurring component.

Transp. Prov.

⁸ This means a way to carry out the working activity introduced by Intesa Sanpaolo Group that allows the same person to activate, at the same time, a part-time employment contract and a free-lance employment contract as a financial advisor to carry out the "out-ofbranch offering", separately, concurrently and in parallel with respect to the employment agreement.

This mixed employment agreement is envisaged for the personnel belonging to the Network of the Banca dei Territori Division and the Private Banking Division.

4.3.1 Fixed and/or recurring remuneration

Fixed remuneration

The fixed component is the component of the remuneration that is stable and irrevocable in nature and determined on the basis of pre-established and non-discretionary criteria such as: the contractual framework, the role held, the responsibilities assigned, the particular experience and the expertise acquired by the employee.

The following are considered fixed components of remuneration:

the gross annual remuneration which reflects the level of professional experience and seniority of the personnel;
the allowances assigned in a non-discretionary manner and not tied to any kind of performance indicator. This type of fixed remuneration is assigned to the following categories of personnel:
- o Risk Takers (within Italy and some foreign countries⁹ ) and Middle Managers (within Italy and some foreign countries¹⁰) belonging to the Company Control Functions¹¹ and to similar roles (see below) and Risk Takers of the Group Human Resources Function (Italian perimeter);
- o heads of commercial roles of the physical and digital distribution network within the scope of the Banca dei Territori Division, due to the role held;
- o specific categories of personnel having a commercial role in the Reyl Group operating primarily in the Private Banking segment;
- o expatriate personnel in order to cover for any differences in cost, quality of life and/or remuneration levels of the target reference market;
allowances and/or compensation deriving from offices held in corporate bodies, provided that these are not reversed to the companies to which they belong;
any benefits designed to increase employee motivation and loyalty of the resources and assigned on a non-discretionary basis. These may be of a contractual nature (e.g., supplementary pension, health benefits, etc.) or the result of remuneration policy decisions (e.g., company car) and, therefore, have different treatment with respect to different categories of personnel.

As regards the allowances envisaged for Risk Takers and Middle Managers belonging to the Company Control Functions (i.e. Compliance¹², Risk Management, Audit as well as Anti-Money Laundering and Validation), the rationale behind their introduction lies in the need to ensure that this role is provided with an adequate level in terms of total remuneration with respect to the responsibilities managed, against a limit to the ratio between variable remuneration and fixed remuneration set by the Bank of Italy¹³ at 33%, a limit which is not found in similar regulations issued by other European Union countries¹⁴ .

Concerning the definition of the amount, the Group Global Banding System graduates the overall remuneration levels by diversifying by title the amount of the allowances to acknowledge the complexity of the responsibilities managed, based on the weight of the role determined with the Mercer International Position Evaluation (IPE).

Such allowances are also paid to the Manager responsible for preparing the Company's financial reports and to the Risk Takers of the Human Resources Function of the Group (Italian perimeter), in order to ensure an adequate level in terms of overall remuneration taking into account the application of a ratio between variable and fixed remuneration limited to 60%, in compliance with the Supervisory Provisions on remuneration which require a limited variable component.

⁹ Slovakia, Croatia, Hungary and Luxembourg.

¹⁰ Switzerland, Serbia, New York, Egypt and China.

¹¹ With reference to the insurance sector, the scope of the Company Control Functions coincides with the Key Function Holders. ¹² Based on the Group model, the Data Protection Officer (DPO) is identified within the compliance function. If a legal entity of the

Group adopts a different organisational positioning, such role is equated to the local compliance function for the purposes of the application of the Remuneration Policies.

¹³ Bank of Italy Circular 285/2013.

¹⁴ Unlike what occurs in Italy and in some specific foreign countries, the application of the 33% limit to the ratio between variable and fixed remuneration to personnel belonging to the Company Control Functions operating in international subsidiary banks of the Intesa Sanpaolo Group does not usually represent a critical issue with respect to the safeguarding of adequate levels of total remuneration of such personnel. Consequently, it is not deemed necessary to introduce the allowance in other foreign countries. The Group constantly monitors the situation in the various countries in which it operates and updates the Remuneration Policies accordingly.

In addition, the Intesa Sanpaolo Group adds to the express requirements of the Supervisory Provisions on remuneration by treating on a par with the Company Control Functions the Manager responsible for preparing the Company's financial reports and the Head of the Administrative Governance and Group Controls structure, in recognition of their compliance monitoring role.

As regards the heads of physical and digital distribution Network commercial roles, their allowance is defined in order to allow the provision of adequate remuneration commensurate with the responsibilities attributed to them under the current service model of the Banca dei Territori Division, while maintaining the remuneration flexibility which has become necessary in view of the turnover rates of the employees called upon to hold these roles.

With regard to the allowances paid to specific categories of personnel with a commercial role in the Reyl Group, these are aimed at ensuring an adequate level of overall remuneration reflecting their responsibilities, considering that the Reyl Group operates in a market with high competitive pressure where, since local regulations do not set a cap on variable remuneration, the main competitors offer significantly higher variable remuneration than that provided by regulations applicable to Intesa Sanpaolo and its subsidiaries.

Lastly, the allowances paid to expatriate personnel are aimed at ensuring the equity of the net remuneration treatment between the amount received in the country of origin and in the target country, so as to cover for any differences in cost, quality of life and/or remuneration levels of the target reference market.

Recurring remuneration

For Non-employee Financial Advisors and Financial Agents, the "recurring" component consists of commissions which represent the stable and ordinary portion of remuneration.

In particular, for Non-employee Financial Advisors, the commissions that have a "recurring" nature allow to:
remunerate the Non-employee Financial Advisors for placement, customer assistance and management;
refund the expenses incurred individually to perform their activity, including the fulfilment of the contribution obligations required by law.

With specific reference to Non-employee Financial Advisors with an accessory contract (i.e. Advisors with the responsibility of commercial coordination and supervision of specific activities and/or groups of Nonemployee Financial Advisors), the "recurring" remuneration consists of:

supervision commissions (so-called "maintenance over") for the activity of coordination and supervision of a group of Non-employee Financial Advisors who operate in the related area;
development commissions (so-called "development over") for the development and growth of the group of Financial Advisors.

Finally, as regards the Financial Agents in Prestitalia, the recurring remuneration is differentiated by macrocategory of products.

With reference to the products provided by Prestitalia (e.g. Salary-Backed Loans), the recurring remuneration is divided into 3 components:

ordinary commissions that include i) the "interest delta" commissions calculated on a portion of the overall interest on the loan and ii) a minimum guaranteed component calculated on the amount of each loan;
recurring commissions ("management fees") linked to the maintenance of the existing portfolio;
supplementary commissions by production bands determined on the basis of the production volumes developed by the agent.

In addition, in order to support initial investment to newly activated agents, entry commissions may be provided in lieu of supplementary commissions by production bands.

On the other hand, with regard to products offered under the distribution agreement with Intesa Sanpaolo (e.g. banking products and services), recurring remuneration is determined by product type as a percentage of the fees paid by Intesa Sanpaolo to Prestitalia for the promotion and placement activities governed by the agreement.

In addition, with reference to Financial Agents with an accessory contract (so-called Team Leaders), the recurring remuneration also consists of a fixed monthly coordination fee for the performance of the task of

supervising the commercial activity, as well as supervision commissions calculated on the basis of the commissions generated by the agents they supervise.

Focus: Fixed and recurring remuneration of Global Advisors

The "fixed" remuneration of the Global Advisors is represented by the portion of the gross annual remuneration received as a part-time employee. Instead the "recurring" remuneration consists of the commissions of a more stable and ordinary nature.

4.3.2 Variable and/or non-recurring remuneration

Variable remuneration

The variable component of remuneration is linked to the employee's performance and aligned to the results actually achieved and the risks prudentially taken, and consists of:

short-term variable component paid through:
- o the annual Incentive Systems (see paragraph 4.5);
- o the Broad-based Short-Term Plan PVR (see paragraph 4.7);
long-term variable component paid through:
- o the Performance Share Plan addressed to the Management of the Intesa Sanpaolo Group, including the Top and other Risk Takers of the Group – Italy and foreign perimeter (see paragraph 4.8.1);
- o the LECOIP 3.0 Plan addressed to Professionals of the Intesa Sanpaolo Group Italy perimeter (see paragraph 4.8.2);
- o any other long-term incentive plans (e.g. Long-term incentive plans for the personnel of the "Investments" chain operating in asset management companies that manage AIFs, Loyalty Plan for the employees of the Private Banking Network – see focus in paragraph 4.8.4);
the Carried Interests, i.e. the share in the profits of the Undertakings for Collective Investment in Transferable Securities (UCITS) or Alternative Investments Funds (AIF) received by personnel as compensation for the management of the UCITS or AIF¹⁵;
any variable short- and long-term components, tied to the period of employment in the company (stability, non-competition, one-off retention agreements, Project Bonus) or extraordinary agreements (entry bonus, buy-out);
any discretionary benefits.

The distinction of the variable remuneration component into a short-term portion and a long-term portion encourages the attraction and retention of staff, allowing the performance to be directed on a more than annual accrual period and the medium/long-term results deriving from the implementation of the Business Plan to be shared.

Focus: Carried Interest

With reference to the personnel of the "Investments" area of the asset management companies that manage AIFs, Carried Interest is envisaged, providing the use of equity instruments with strengthened rights, i.e. that imply a participation in the profits that is proportionally greater than that of the other investors. This instrument aims to strengthen the alignment of the management's interest with the interest of shareholders and investors.

Consequently, Carried Interest is subject to the achievement of a minimum return and it is postponed. In line with market best practices, Carried Interest is awarded:

upon exceeding a certain minimum return threshold (hurdle rate);
according to the European Waterfall model ("on a whole-fund basis"), i.e. calculated and paid only at the end of the entire investment's life.

It should be noted that, for the aforementioned personnel, in line with the provisions of the Bank of Italy Regulation implementing Articles 4-undecies and 6, paragraph 1, letters b) and c-bis) of the

¹⁵ However, the portion of pro rata profit assigned to personnel by virtue of any investments made by them in the UCITS or AIF, provided that they are proportional to the actual percentage of participation in the UCITS or AIF and not exceeding the return recognised to the other investors does not constitute remuneration. For a proper implementation of the regulation, managers must therefore be able to clearly identify the portions of profit which exceed the pro rata profit of the investments and that qualify as carried interest.

Focus: Carried Interest

Consolidated Law on Finance as last amended¹⁶, Carried Interest is not included in the ratio between the variable and fixed components of remuneration. Moreover, in accordance with the "Guidelines on sound remuneration policies under the AIFMD" issued by ESMA¹⁷, Carried Interest may be paid cash upfront since, taking into account the remuneration conditions set out above, the requirements on risk alignment of variable remuneration, award process and pay-out process¹⁸ (including, inter alia, those concerning deferral, payment in instruments, ex-post correction mechanisms) are deemed to be met.

At the date of approval of this document by the Board of Directors, the Group's asset management companies that manage AIFs do not yet use such a remuneration tool for their personnel.

Focus: Guaranteed bonuses

NO granting of guaranteed bonuses is provided.

Focus: Entry Bonus and Buy-out

To encourage the attraction of new personnel, it is possible to offer:

an entry bonus to be paid upon hiring, without prejudice to the accurate assessment and analysis of market practices. According to the Supervisory Provisions, this type of bonus is not subject to any of the requirements applicable to variable remuneration, including those on variable remuneration cap and pay-out schemes, if it is paid in a single instalment (welcome bonus). It should be noted that, in any case, this form of variable remuneration can be paid only once to any one staff member at Group level;
a bonus as indemnification for the deferred variable remuneration reduced or cancelled by the previous employer due to termination of the contract. This type of bonus (buy-out) cannot, however, compensate new personnel for reductions or cancellations of remuneration due to malus or clawback mechanisms and is in any case subject to all the rules governing variable compensation, including those on variable remuneration cap and pay-out schemes.

Focus: One-off retention

Any retention bonuses tied to the period of employment of the personnel:

are paid for a certain period of time or until a given event;
are awarded not before the end of this period or upon the occurrence of the event;
contribute to the calculation of the cap between the variable and fixed component of remuneration;
are subject to the payment methods of the variable remuneration and both ex ante and ex post correction mechanisms.

It is understood that the award of the retention bonus cannot lead to a situation in which the total variable remuneration is no longer linked to the performance of the individual, the single business unit, as well as the Company and the Group.

Furthermore, multiple retention bonuses (for example, an individual retention bonus and another one deriving from a collective plan) may be awarded to the same staff member in exceptional and suitably justified cases, providing that the payment of the retention bonuses takes place at different times and provided that there are specific reasons for the award of each of them.

Among retention bonuses, Intesa Sanpaolo – in line with the industry practises – envisages a minimum duration agreement (or stability agreement), i.e. an agreement with which the beneficiary undertakes not to exercise the right to withdraw from the employment agreement for the duration of the Agreement,

¹⁶ In particular by the Measure of 23 December 2022 amending the Bank of Italy Regulation of 5 December 2019.

¹⁷ESMA, Guidelines on sound remuneration policies under the AIFMD, paragraph XII.V.

¹⁸ In the ESMA Guidelines, it is clarified that the provisions on, inter alia, deferral and payment in instruments, malus and claw-back are deemed to be met when: "a) an AIFM must first return all capital contributed by the investors of the AIF it manages and an amount of profits at a previously agreed hurdle rate (if any) to the investors of the AIF, before the identified staff of the AIFM may receive any variable compensation for the management of the relevant AIF; and b) the compensation received by the identified staff of the AIFM is subject to clawbacks until the liquidation of the relevant AIF".

Focus: One-off retention

against a payment made at the end of such period, and which provides a penalty in case of breach of the commitment.

Focus: Discretionary pension benefits

Should discretionary pension benefits – which are currently NOT envisaged – be introduced, these will be assigned to beneficiaries in accordance with the applicable regulations, according to which they are similar to variable remuneration, and, therefore:

in the case of resources who are not entitled to receive a pension, they shall be invested in Intesa Sanpaolo shares or other related instruments, held in custody by the bank for a period of at least five years and subject to ex-post adjustment mechanisms related to the Group's performance net of risk;
in the case of resources entitled to a pension, they shall be paid to the employee in Intesa Sanpaolo shares or other related instruments and they shall be subject to a retention period of five years;
they contribute to the calculation of the cap between the variable and fixed component of remuneration.

Non-recurring remuneration Transp. Prov.

For Non-employee Financial Advisors, the "non-recurring" component is represented by the commissions paid as annual incentives, with the aim of guiding the sales activity to reach specific targets, taking into account both the long-term company strategies and objectives of the Networks they belong to and the correctness of customer relations.

Moreover:

a 2022-2025 Long-term Incentive Plan is envisaged for around 5,000 Non-employee Financial Advisors of the Fideuram, Sanpaolo Invest and IWPI Networks (see paragraph 4.8.3);
for new Non-employee Financial Advisors of the Fideuram, Sanpaolo Invest, IWPI and Intesa Sanpaolo Private Banking (ISPB) Networks, a specific non-recurring component is envisaged as part of the recruitment offer (see the following Focus);
for the non-employee Financial Advisors of the Fideuram, Sanpaolo Invest and IWPI Networks, the Fidelity Plan and the Fidelity Bonus are in place, which are reserved for the Financial Advisors with an accessory contract and those without accessory contract, respectively (see Focus below).

Finally, any short- and long-term components, tied to the period of employment in the company (stability, non-competition, one-off retention agreements) or extraordinary agreements (entry bonus, buy-out) also constitute non-recurring remuneration.

Focus: Recruitment offer for Non-employee Financial Advisors of the Fideuram, Sanpaolo Invest, IWPI and Intesa Sanpaolo Private Banking (ISPB)Networks

The recruitment of new Financial Advisors has always been one of the pillars of the growth and development of the Fideuram, Sanpaolo Invest, IWPI and Intesa Sanpaolo Private Banking Networks.

Therefore, in accordance with the Supervisory Provisions, in order to attract the best talents, an attractive and market-competitive recruitment offer is provided for.

This offer can have a differentiated duration (i.e. between 24-42 months) and provides for:

a recurring component that remunerates the Financial Advisor for the acquisition and management of the assets actually transferred to the Company;
a non-recurring component which represents an additional remuneration aimed at rewarding the effort to acquire assets by Non-employee Financial Advisors and necessary to attract them and remunerate the entrepreneurial risk.

The recurring remuneration component consists of monthly or quarterly amounts determined as a rule by portfolio range, in the first quarter according to the commercial potential of the Financial Advisor recruited and subsequently to the Net Inflows actually achieved in the previous quarter.

It is specified that this remuneration is considered recurring as it represents the ordinary remuneration for the new Non-employee Financial Advisors, which is not subject to revocation, is not determined on a discretionary basis and has no incentive value.

Focus: Recruitment offer for Non-employee Financial Advisors of the Fideuram, Sanpaolo Invest, IWPI and Intesa Sanpaolo Private Banking (ISPB)Networks

With reference to the non-recurring component, the offer provides for the accrual of annual bonus instalments based on the Net Inflows recorded at the end of each year with the application of different rates by type of Inflow (i.e. Managed and Unmanaged Net Inflows). The annual bonus instalments recognized in the years following the first one are determined on the basis of the accumulated Net Inflows, or taking into account what has already been transferred in previous years and, therefore, are determined net of any amounts already recognized.

In light of the above, with regard to the payment methods, a "disbursement limit" of 350,000 euro was introduced for the intermediate bonus instalments, also in order to mitigate the risk of recognizing significant amounts before the effective consolidation of the Net Inflows transferred.

These intermediate instalments, in compliance with the aforementioned "disbursement limit" and the cap on non-recurring remuneration (see paragraph 4.2), are paid entirely in cash according to specific payment schemes. In particular, in the event that the amount:

is equal to or lower than the "materiality threshold" defined in these Policies (see paragraph 4.6), the intermediate portion will be paid entirely upfront;
is higher than the "materiality threshold"¹⁹ but lower than 100% of the recurring remuneration, the intermediate portion will be paid 60% up-front and 40% over a deferral period of 2 years;
is higher than the "materiality threshold" and 100% of the recurring remuneration, the intermediate portion will be paid 50% up-front and 50% over a deferral period of 2 years.

The last portion of the Bonus, recognized at the end of the duration of the recruitment offer according to the accumulated Net Inflows from the insertion until the end of the offer itself, will be paid:

in the event of amounts lower than 350,000 euro, entirely in cash according to the aforementioned payment schedules defined for the intermediate instalments;
in the event of amounts exceeding 350,000 euro, in line with the payment schemes envisaged in the Remuneration and Incentive Policies in force at the time.

In line with the provisions of these Policies, it should be noted that all Bonus instalments are in any case subject to verification of the gateway conditions, the compliance gate²⁰, individual access conditions and malus conditions.

Lastly, the Bonus instalments are subject to possible partial or total recoveries vis-à-vis the performance be maintained during the control period, which is 2 years after the performance measurement period.

Focus: Fidelity Plan reserved for non-employee Financial Advisors with accessory contract and Fidelity Bonus reserved for the non-employee Financial Advisors without accessory contract

The Fidelity Plan, reserved for the Financial Advisors with accessory contract, and the Fidelity Bonus, for the Financial Advisors without accessory contract, consist of an annual provision based on the performance achieved and are paid following the termination of the agency contract with the Company due to retirement or the termination of the activity of financial promotion (except in cases of just cause invoked by the Bank).

Focus: Variable and non-recurring remuneration of Global Advisors

As for the variable remuneration of Global Advisors, this consists of the portion of Broad-based Short-Term Plan (see paragraph 4.4.7) allocated for a part-time employee working in the Branches of the Banca dei Territori network. Non-recurring remuneration, on the other hand, is represented by welcome commissions (provided only for the first year after entry), reward for behaviour and reward for sales (provided from the second year after entry). Furthermore, non-recurring components of remuneration include an Incentive System to support the growth of assets under management in the Banca dei Territori network, which includes both economic-financial KPIs represented by the increase in assets under management and non-financial KPIs that include measures that steer behaviour toward

¹⁹ With specific reference to ISPB, in the event that the amount is higher than the "materiality threshold", the intermediate instalment will be paid a third up-front and two thirds over a deferral period of 2 years.

²⁰ That is the indicators for monitoring the quality of the relationship with customers in the field of MiFID and Anti-Money Laundering, as set out in the documents governing their operations. In detail, failure to reach the minimum thresholds defined for each of the indicators precludes the payment of the Bonus instalments.

4.4.2 R . 2 7

Focus: Variable and non-recurring remuneration of Global Advisors

compliance with the principles of fairness in customer relations, reduction of operational risks and participation in specific training courses.

Finally, it should be noted that all the non-recurring components of remuneration are in any case subject to the occurrence of the gateway conditions, the achievement of compliance KPIs, of the mandatory training attendance levels, and of the individual access conditions and malus conditions (in case of deferral).

Finally, as regards the Financial Agents with an accessory contract (the so-called Team Leaders) of Prestitalia, the non-recurring remuneration consists of the coordination quality bonus envisaged in order to incentivize the coordination and supervision activity of the group of Agents who operate in the area of competence²¹ .

4.4 The remuneration pay mix

4.4.1 General criteria

The term "pay mix" refers to the weight of the fixed (or recurring) and variable (or non-recurring) components expressed as a percentage of total remuneration, as described above.

In accordance with the regulatory guidelines, the Intesa Sanpaolo Group traditionally adopts a pay mix that is appropriately balanced, in order to:

• allow flexible management of labour costs, as the variable portion may significantly decline, even down to zero, depending on the performance actually achieved during the year in question or when the Group was not able to maintain or restore a solid capital base;

discourage behaviour focused on the achievement of short-term results, particularly if these involve taking on greater risk.

4.4.2 Ratio between variable remuneration and fixed remuneration

To achieve the above objectives, it is standard Group practice to establish ex-ante balanced ceilings on variable remuneration for all clusters of Group personnel, by setting specific caps on bonuses in the event of any over-performance.

This cap to the variable remuneration was determined in general in 100% of the fixed remuneration with the exception:

of the roles belonging to the Company Control Functions, who are assigned a cap of 33% of the fixed remuneration;
of the roles similar to the Company Control Functions²² and of the roles belonging to the Group Human Resources Function, who are assigned a cap of 60% of the fixed remuneration.

Personnel for whom the variable-to-fixed remuneration cap increase up to 200% is required

As approved by the Shareholders' Meeting with a qualified majority, the variable remuneration cap set in the general criteria was increased up to 200%²³ of the fixed remuneration for:

the Group Risk Takers, except for those belonging to the Company Control Functions and similar roles, the non-executive members of the Board of Directors of Intesa Sanpaolo and the Group Risk Takers operating in Slovakia, Slovenia, Bosnia and Herzegovina, Moldova and Romania since the local regulations allow a maximum limit of 100%;
specific and limited professional categories and highly-profitable business segments; this increase was made in line with the principle of external competitiveness (the professional category of Private Banking, Investment Banking, Insurance and Private Banking investment managers, Treasury and Finance, sales supply chain of the Asset Management Division dedicated to the non-captive market, Heads managing and developing products of the Insurance Division, Heads of the structures of Institutional Clients, the Corporate Finance & Advisory structure, the Syndication & Risk Sharing structure, Global Relationship Managers of the Global Corporate and Institutional Clients structures, Heads of the Corporate and Financial Institutions Desks of certain branches (ex Hubs) of the IMI CIB

R. 27

Transp. Prov. R. 27

²¹ It should be noted that the bonus is subject to activation conditions being verified at Group level (please see par. 4.5.1) as well as no losses and positive Gross Income at Company level. .

²² The roles similar to the Company Control Functions are the Manager Responsible for the Company financial reports and the Head of the Administrative Governance and Controls Group structure.

²³ In accordance with the right granted by CRD and the Bank of Italy.

International Network structure as well as Mortgage Specialists, Magnifica Relationship Managers and Premium Relationship Managers within the Všeobecná Úverová Banka (VUB) Network;

• Non-employee Financial Advisors who are made recruitment offers in order to attract key resources from the market to grow and develop the Networks as such advisors have a significant impact on the Group's total annual average net inflows.

The reasons for increasing the cap for the above-mentioned clusters and the related impacts on the Group's capital base remain unchanged with respect to the subject matter of previous shareholders' meeting resolutions.

The total number of Group resources to whom the cap increase is applied stands at approximately 4,242, of which 492 ²⁴ are Group Risk Takers²⁵ .

Focus: Compliance with the prudential regulations (see paragraph 4.1)

The increase in the cap on the variable remuneration ensures, in any event, compliance with prudential regulations as:

it does not lead to a proportional increase in the resources allocated to the annual Incentive Systems, since the funding mechanism of these Systems:
- o on the one hand, correlates, with a top-down approach, the resources allocated to the majority portion of the bonus pool ("gross income-based bonus pool") to a specific Group indicator, currently identified in the Gross Income; and
- o on the other hand, it provides for the self-funding of a (lower) portion of the bonus pool through a percentage of the commission earned by the network employees in the context of the Wealth Management & Protection activities ("commission-based bonus pool") 26;
having checked the gateway conditions required by the Regulator and individual access conditions:

²⁴ Figures updated as at 31 December 2024.

²⁵ From the overall number of Group Risk Takers identified for 2024, the following are excluded: (i) the roles belonging to the Company Control Functions and similar roles; (ii) Risk Takers of the Human Resources Function of the Group who are not included in the former cluster; (iii) the non-executive members of the Board of Directors of Intesa Sanpaolo; (iv) the Risk Takers operating in Slovakia, Slovenia, Bosnia and Herzegovina, Moldova and Romania since the regulations of those countries do not allow the cap to be raised beyond 100%.

²⁶ It should be noted that this principle also applies to Non-employee Financial Advisors since, similar to the methods defined for the commission-based bonus pool at Group level, Financial Advisor Incentive Systems are self-funded through a percentage of the gross revenues of the Company to which they belong.

Focus: Compliance with the prudential regulations (see paragraph 4.1)

o the bonus allocation is precluded to at least 10% of the entire category of Group Risk Takers if the funding condition envisaged at Group level exceeds the Access Threshold but is below the set target;
o the incentive system is not activated for Group Top Risk Takers if the funding condition envisaged at Group level is below the Access Threshold;
o if the Access Threshold is not reached by the Group and/or the Division, the Incentive System precludes the payment of the bonus for certain clusters depending on the level reached of the Gross Income of the Group and the Division;
the strong correlation between bonus pay out and prudential requirements in terms of capital and liquidity is guaranteed at multiple levels through the links between the Incentive Systems and the Risk Appetite Framework (RAF) in terms of gateways, malus and target setting of the economicfinancial KPIs.

Personnel for whom the variable-to-fixed remuneration cap increase up to 400% is provided

With particular reference to the personnel of the "Investment" category of the Group's Asset Management Companies (SGR entities) that carry out their activities exclusively for the same Asset Management Company, since 2019, in compliance with the right granted by the Supervisory Provisions, the ratio between variable and fixed remuneration was increased to above 2:1 and up to a maximum of 4:1.

The resources of the Group's Asset Management Companies to which this ratio is applied are about 346, of which 4 Group Risk Takers and 32 subjects identified as key personnel for the individual Companies²⁷ . It is also highlighted that this increase in the cap does not regard the Group Top Risk Taker of the Asset Management Division.

For this category of personnel, the application of such ratio up to a maximum of 4:1 is due to the need to foster international growth in Wealth Management and to attract and retain key resources both in foreign countries and in the Italian domestic market given, on the one hand, the absence of regulatory constraints on the cap and, on the other, the increase in competitive pressure.

The above-mentioned reasons and the related impacts on the Group's capital base remain unchanged with respect to those in 2019 which were the subject matter of a previous shareholders' meeting resolution.

²⁷ Figures updated as at 31 December 2024.

P. XV R 27

Transp. Prov.

4.5 Annual Incentive Systems for Group personnel

The annual Incentive Systems adopted by the Intesa Sanpaolo Group are directed at reaching the medium and long-term objectives included in the Business Plan, taking into account the Group Risk Appetite and Risk Tolerance – as expressed in the RAF – and aim to encourage objectives of value creation for the current year, in a framework of sustainability, given that the bonuses paid are related to the financial resources available.

Reported below is a summary of the operating mechanisms and the main characteristics of the annual Incentive Systems. Further details are provided in the following paragraphs.

¹For the sake of completeness, we also describe the Incentive Systems specific to the International Banks Network, which are managed locally with a bottom-up funding mechanism and are not funded from the Group bonus pool.

Focus: Integration of sustainability risks into the Group Incentive Systems (Regulation (EU) 2019/2088)

Intesa Sanpaolo Remuneration and Incentive Policies are also consistent with the provisions on the integration of sustainability risks pursuant to Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019.

In particular, consistency is guaranteed at annual Incentive Systems level, on one hand, by attributing specific KPIs to all the management and distribution networks and, on the other hand, providing, for the Investment Management cluster, a corrective mechanism for the bonus linked to the activity performed in terms of sustainability risks management (see paragraph 4.5.4).

With reference to the specific KPIs, it should be noted that:

as part of the Incentive System for Risk Takers and Middle Managers of the Group, an "ESG" KPI has been confirmed among the strategic action objectives (see paragraph 4.5.3);
a KPI linked to customer profiling, within which the ESG preferences of customers are acquired, has been assigned to the Group distribution networks (i.e. Non-employee Financial Advisors and Private Banking Network) (see paragraph 4.5.4). Furthermore, a specific KPI, which constitutes a "gate", aimed at measuring the attendance of an ESG training course and passing of the relative final test has been assigned to Private Bankers of the Intesa Sanpaolo Private Banking Italian Network.

4.5.1 Gateway conditions for annual Incentive Systems

All the annual Incentive Systems for the Group personnel are subject to the minimum gateway conditions requested by the Regulator and failure to achieve even only one of those conditions shall result in the nonactivation of the annual Incentive Systems for the Group personnel.

These conditions are based, on a priority basis, on the principles envisaged by the prudential regulations concerning capital strength and liquidity, represented by the consistency with the limits set as part of the R. 27

RAF, as well as the principles of financial sustainability of the variable component that consist in checking the availability of sufficient economic-financial resources to meet the expenditure requirement.

In the Intesa Sanpaolo Group these conditions are as follows:

	Common Equity Tier 1 (CET1) Ratio	«Hard» limit set by the
Capital	Leverage Ratio	Group RAF
strength conditions	Minimum requirement for own funds and eligible liabilities (MREL)	Early Warning set by the Group RAF
	Assessment of the results of the ICAAP and of the Recommendations on distributions by competent authorities and European Supervisory Authorities
Liquidity condition	Net Stable Funding Ratio (NSFR)	«Hard» limit set by the Group RAF
Sustainability condition	No loss and positive Gross Income	ರ

In particular, the Gross Income (condition of sustainability) is measured net of:

profits from the buyback of the Bank's own liabilities;
fair value of the Bank's own liabilities;
income components arising from accounting policies following changes to the internal model on core deposits.

Focus: Gate set for the Top Risk Takers
Top Risk Takers are subject to a further gateway condition:

Please note that:

• for those Legal Entities which calculate their limits of capital strength (CET1 or Total Capital, Leverage ratio, MREL and the assessment of the results of the ICAAP for Banks, Solvency Ratio in the case of insurance companies, as well as the Regulatory Capital Requirements in the case of Asset Management Companies) and liquidity (NSFR for Banks), failure to respect these limits constitutes a non-activation condition for all the Incentive Systems addressed to the resources operating in the Legal Entity, also when those of the Intesa Sanpaolo Group and of the Sub-holding (if any) may be positively met.

Furthermore, in line with the provisions at Intesa Sanpaolo Group level, an additional gateway condition linked to LCR at least equal to the limit set out in the Sub-holding/Legal Entity RAF is applied to Top Risk Takers of Sub-holdings and of the significant banking Legal Entities;

• if sustainability conditions (i.e. no loss and positive Gross Income) at the level of individual Bank are not met, the Head of the Bank and any Risk Takers identified therein shall be excluded from the annual Incentive System, and the economic resources intended to finance the bonus pool of that Bank shall be reduced.

4.5.2 Group Bonus Funding

Calculating the Group bonus pool

All annual Incentive Systems for Group personnel are financed by a structured bonus pool mechanism that ensures their financial sustainability.

Specifically, the Group bonus pool consists of the following two portions:

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a larger portion correlated with the performance of a Group economic indicator consisting of the Group's Gross Income²⁸, intended to finance most of the Group's annual Incentive Systems and the PVR (so-called "gross income-based bonus pool");
a (smaller) portion that is self-funded, in that the amount is determined as a percentage of the commission earned by the network employees in the context of the Wealth Management & Protection activities (so-called "commission-based bonus pool"). This portion is intended to finance only those deterministic Incentive Systems based on targets that, for at least a significant part, are related – directly or indirectly – to the generation of commissions.

Focus: Gross income-based bonus pool

The gross income-based bonus pool funding at Group level is defined with a top-down approach and determined according to the level of Gross Income.

Specifically, the portion of Gross Income allocated to fund the Group gross income-based target bonus pool is determined in advance, on an annual basis, according to a historical analysis and budget forecasts as well as to the target pay-out ratio set for dividend distribution.

Sizing mechanism

Once the gateway conditions required by the Regulator are verified, the gross income-based bonus pool increases progressively starting from when it exceeds the Access Threshold (i.e. the minimum Gross Income target which, though lower than the budget, is deemed acceptable) up to a predefined cap.

In contrast, having verified the conditions of capital strength and liquidity, failure to reach the Access Threshold implies a significant reduction in the resources to service the annual Incentive Systems in both absolute and relative terms and determines the payment of the bonuses accrued only to certain clusters of personnel.

In particular, in the case of:

A positive Gross Income, though lower than the Access Threshold, a portion of the gross income-based bonus pool called "Buffer 1" is made available, but the payment of bonuses to the Group Top Risk Takers is in any case precluded, regardless of their performance evaluation;
A negative Gross Income, a portion of the gross income-based bonus pool called "Buffer 2" of a significantly smaller size than "Buffer 1" is made available, but the payment of the bonuses is precluded – other than to the Group Top Risk Takers – also to the other Risk Takers and Middle Managers (i.e. only the bonuses of the Professional best performers are paid).

Configuration by Division / Governance Area

The Group gross income-based bonus pool is allocated, firstly ex ante, to the various Incentive Systems funded by the Group and, in the case of Incentive Systems that involve cross-cutting clusters (e.g. the annual Incentive System for the Risk Takers and Middle Managers), it is subsequently configured at individual Division/Governance Area level.

In line with the principle of financial sustainability, the actual (ex post) figure of the gross income-based bonus pool initially attributed to each Division is "modulated" depending on the level of the Gross Income reached by each Division.

This implies that only the Divisions which exceed their Access Threshold receive the full gross incomebased pool attributed at the beginning of the year (once the Group Gate is activated); whereas, the portion of gross income-based bonus pool of the Division that does not exceed the Access Threshold may be reallocated among the other Divisions / Governance Areas that have exceeded their Threshold²⁹ ("additional" gross income-based bonus pool).

Finally, there are limits to the clusters eligible for the annual Incentive Systems in particular cases where, having successfully verified the capital strength and liquidity conditions referred to in the previous paragraph, the Division's Gross Income does not exceed the Access Threshold. In particular, similarly to what happens at Group level, in the case where:

²⁸ i.e. Intesa Sanpaolo's Gross Income at the level of the Consolidated Financial Statements.

²⁹ For the Governance Areas, the Access Threshold coincides with that of the Group.

Focus: Gross income-based bonus pool

the Group Gross Income exceeds the Access Threshold and:
- o at Division level, the Gross Income is positive though lower than the Threshold, the payment of the bonus is precluded to the Group Top Risk Taker of the Division regardless of the performance evaluation achieved;
- o at Division level, the Gross Income is negative, the payment of the bonus is precluded – other than to the Group Top Risk Taker – also to other Group Risk Takers, Risk Takers of Sub-consolidating Groups and of Legal Entity, as well as Middle Managers of the Division;
the Group Gross Income is positive though lower than the Access Threshold ("Buffer 1"), and, at Division level, the Gross Income is positive though lower than the Threshold, the payment of the bonuses is precluded to Group Risk Takers, Risk Takers of Sub-consolidating Groups and of the Legal Entity (including Top ones), as well as Middle Managers of the Division (i.e. only the Professional best performers are eligible).

In the remaining cases: (i) the Group Gross Income is positive though lower than the Access Threshold and the Gross Income of the Division is negative; (ii) the Group Gross Income is negative and the Gross Income of the Division is lower than the Threshold, the Incentive Systems are not activated for any of the clusters of personnel.

Below is a summary representation of the clusters of personnel eligible for the Incentive Systems according to results of the Group and the Division.

Focus: Commission-based bonus pool

The funding of the commission-based bonus pool at the Group level is defined using a bottom-up approach and the amount of the bonus pool allocated to fund each of the deterministic Incentive Systems – which are based on Performance Scorecards and involve a mathematical link between score and bonus or a direct correlation between business results and bonus – is determined according to the commissions generated by the specific sales network.

The amount can be determined, depending on the characteristics of the business model adopted, according to two different criteria. In detail, where the business model envisages the organisation of the network into branches/teams, the amount is calculated overall at network/segment level and the

percentage of commissions allocated to finance the System is defined according to the achievement of the budget target of commissions at the network/segment level and increases progressively once the threshold level is exceeded (i.e. the minimum target of commissions that, although lower than the budget, is deemed acceptable) up to a predefined cap. Conversely, in cases where the network is not organised into branches/teams, the bonus is financed individually based on a specific formula.

Focus: Funding of the Incentive Systems of Non-employee Financial Advisors and Agents

The Incentive Systems of Financial Advisors and Agents are not financed by the Group bonus pool as these are not employees but rather freelance professionals with agency contracts³⁰. These Systems, similarly to the mechanisms defined for the commission-based bonus pool at the Group level, are selffinancing in that the non-recurring remuneration of these categories of personnel is represented by commissions defined as a percentage of gross revenues earned by the Company to which they belong.

Bonus pool correction mechanism for risks

The above two portions of the Group bonus pool (i.e., gross income-based bonus pool and commissionbased bonus pool) – determined according to the rules described in the previous paragraph – are subject to the application of ex-ante risk correction mechanisms.

In particular, in order to strengthen the alignment of the Incentive Systems with the Group Risk Tolerance, a corrective mechanism is in place, linked to non-financial risks (i.e. Risk related to Operational Losses and Integrated Risk Assessment) defined in the RAF at the Group and/or Division level.

Focus: Corrective mechanism for non-financial risks

The bonus pool correction mechanism for non-financial risks envisages:

with reference to the risk related to Operational Losses, both at Group and Division level, a 10% reduction where the "hard" limit set in the RAF is exceeded;
with reference to the Integrated Risk Assessment, calculated both at Group and Division level, different reductions depending on the level of residual risk allocated (i.e. 10% reduction in case of residual risk equivalent to level 4 or 5% reduction in case of residual risk equivalent to level 3).

With reference to the gross income-based bonus pool, the correction mechanism is applied:

at the Group level i.e. in case of non-compliance with the limits to non-financial risks defined for the Group, a reduction of up to 20% of the total amount accrued is applied depending on the level of achievement of the Group's Gross Income compared to what was budgeted;
at the Division level i.e. in case of non-compliance with the limits to non-financial risks defined for each Division, a reduction of up to 20% of the bonus pool allocated to the Division is applied.

The commission-based bonus pool, on the other hand, is subject to the application of this mechanism only at the Division level considering that, as described above, the amounts allocated to finance Incentive Systems are directly linked to the commissions generated by each sales network. Therefore, in case of non-compliance with the limits to non-financial risks defined for each Division, a reduction of up to 20% is applied to the amount allocated to finance the Incentive System of the sales network belonging to the same Division.

Moreover, in order to strengthen the link with the metrics of Pillar 2, a corrective mechanism was introduced according to the degree of deviation from the Economic EVA (Economic Value Added) target defined at the Division level.

Focus: Corrective mechanism linked to Economic EVA

The corrective mechanism linked to the Economic EVA target operates at the Division level as a demultiplier of the bonus pool if the target is exceeded beyond a certain tolerance level. In particular, a reduction of 10% of the bonus pool is provided in case of failure to achieve 90% of the Economic EVA target assigned at budget level to the Division.

³⁰ It should be noted that Incentive Systems intended for personnel belonging to the Network of the Banca dei Territori Division and the Private Banking Division are included when they work in self-employed mode (i.e. financial advisor to carry out "out-of-branch offering").

Focus: Corrective mechanism linked to Economic EVA

The aforementioned mechanism, with reference to the gross income-based bonus pool, is applied to the portion allocated at the Division level; while with regard to the commission-based bonus pool, the mechanism is applied to the amount allocated to finance the sales network Incentive System for the Division that did not meet the target set³¹ .

Focus: Corrective mechanisms for the bonus pool of the Incentive Systems for Non-employee Financial Advisors and Agents

The bonus pool of the Incentive Systems for Financial Advisors and Financial Agents is subject to the application of the correction mechanism for non-financial risks (i.e., Operational Losses, Integrated Risk Assessment) at the Division level. Therefore, in case of non-compliance with the limits to non-financial risks defined for the Division to which they belong, the bonus pool allocated to finance the System is reduced with regard to Agents by up to 20% while for Financial Advisors of the Fideuram, Sanpaolo Invest and IWPI Networks it may be reduced to zero.

Moreover, with reference to the Incentive Systems of Non-employee Financial Advisors and Agents operating in the Private Banking Division, in view of the direct link between the activity they perform and the determinants of Economic EVA, the correction mechanism linked to the target of this indicator is applied to the bonus pool. In particular, a reduction of 10% of the bonus pool is provided in case of failure to achieve 90% of the Economic EVA target assigned at budget level to the Division.

4.5.3 The annual Incentive System for Risk Takers and Middle Managers

The Incentive System for the Risk Takers and Middle Managers aims to guide the behaviour and managerial actions towards reaching the objectives set in the Business Plan and reward the best annual performance assessed with a view to optimise the risk/return ratio.

This System is formalised through Performance Scorecards which:

for Risk Takers and Middle Managers with the title of Senior Director in the Business and Governance Functions and in the Company Control Functions as well as those with the title of Head of³² limited to the Business Functions, are managed through the Managers' Performance Accountability (MAP) system;
for Middle Managers with the title of Head of in the Governance and Control Functions³³, are managed through the aHead system.

The Performance Scorecards of Risk Takers and Middle Managers (the Senior Directors in all the Functions and the Heads of in the Business Functions) include both KPIs of an economic-financial nature and non-financial KPIs.

		Financial and non-financial - quantitative KPIs clustered within 4 drivers in line with the Business Plan
	Growth	Expressed according to a risk/return approach through: · direct correlation between each objective (and the related target) with risks
	Profitability	taken · balance among the different objectives
KPIs	Productivity	Not directly related to risks but somehow linked to the sustainability of results over time
	Cost of Risk/Sustainability	Aimed expressly at reduction and/or mitigation of risks as defined by the RAF
		Non-financial - qualitative KPIs
	· expressed as strategic actions or projects that represent the enabling factors for the achievement of financial KPIs or that contribute to the achievement of the Business Plan objectives
		promote or encourage virtuous behaviour (good conduct) especially in reference to those businesses and areas that require a direct customer relationship

³¹ This mechanism is not applied to the commission-based bonus pool allocated to finance the PVR Excellence Bonus allocated to the Banca dei Territori network.

P. XV R. 27

³² Including the Head of some Group functional areas.

³³ Including Managers with similar roles to the Head Of.

Identification of KPIs, on which incentives granting is based, is carried out by the competent functions, considering the most significant economic and financial indicators for achievement of the budget objectives, periodically monitored through internal reporting tools and available at the consolidated level, as well as at division and/or business unit level.

The process used to identify the above-mentioned KPIs involves Chief Risk Officer and Chief Compliance Officer Governance Areas, in order to ensure respectively the consistency of the KPIs with the Group's RAF as well as their compliance with the regulatory provisions in force from time to time.

This allows the selection of a complex mix of qualitative and quantitative parameters – anyway transparent, objective and measurable – allowing a 360-degree evaluation of company's performance in terms of profitability and risks prudently taken.

Focus: Examples of qualitative and quantitative KPIs contained in the Performance Scorecards for Risk Takers and Middle Managers (the Senior Directors in all the Functions and the Heads of in the Business Functions)

	Financial and non-financial KPIs - quantitative
KPIs	Growth	Net Inflows, Medium/long-term Loans + New purchases of tax assets, Non- life Insurance Operating Margin
	Profitability	Operating Income/Average RWA, Revenues/Assets, Total Insurance Operating Margin/Mathematical Reserves
	Productivity	Cost/Income, Operating Costs reduction, Full Combined Ratio
	Cost of Risk/Sustainability	Gross NPL ratio, Concentration Risk, Gross flows from performing to NPE, Operational Losses/Operating Income, Maximization of target levels of LCR, Reduction of health and safety at work risk factors, Operational Losses for ICT and Cyber Risks
	Non-financial-qualitative KPIs
	Managerial Qualities	Risk Culture - Promoting awareness regarding "emerging" risks (for the Company Control Functions)
	Strategic Actions/Projects	ESG, Growth in Wealth Management & Protection, Group Synergies and International business Development, Transformation,

The Performance Scorecards for all Risk Takers and Middle Managers (the Senior Directors in all Functions and the Heads of in the Business Functions) have a three-fold structure:

Group section, containing at least one quantitative KPI measured on the Group scope and common to all the Scorecards, except those intended to the Company Control Functions and similar roles. For 2025, in line with previous financial years, the Net Income was assigned as Group KPI. Moreover, in the Group Governance Areas, for the Risk Takers and those reporting directly to the Chief, the objective to minimise the Group's Cost/Income Ratio was also provided;
Structure section, containing financial and non-quantitative KPIs that are consistent with the strategic drivers of the Group and the levers used by the Risk Taker/Middle Managers. The reporting boundary is the Division/Governance Area or, in any case, the area of responsibility;
Non-financial - qualitative section, containing KPIs relating to the taking of actions envisaged by the Business Plan or the measurement of managerial skills (possibly also individual), whose reporting is usually objectified by identifying drivers defined ex-ante which guide the ex-post assessment and/or subject to evaluation by the Head. For 2025, in continuity with previous financial years, the Group cross-functional KPI "Environmental, Social and Governance (ESG)" was assigned, identified among the strategic actions. Furthermore, for the Company Control Functions, for 2025, in keeping with 2018, a cross-functional KPI was confirmed that lies within the objective of "Risk Culture – Promoting awareness at all levels of the organisation regarding emerging risks, with a particular focus on the risks related to climate change and technological innovation, by means of educational, awarenessraising and training initiatives".

Focus: Group cross-functional KPI "ESG"

The Intesa Sanpaolo Group is aware of having a significant impact on the social and environmental context in which it carries out its business, choosing to act not only on the basis of profit, but also with the aim of creating long-term value for the Bank, its people, its customers, the community and the environment.

Intesa Sanpaolo aims to be a responsible financial intermediary that generates collective value, aware that innovation, development of new products and services and corporate responsibility can contribute to reducing the impact on society of phenomena such as climate change and social inequalities.

Furthermore, environmental, social and governance factors are issues of increasing interest to Regulators, as well as to the Group's Proxies, Shareholders and Stakeholders.

In light of the foregoing, in line with the commitment to strengthening its leadership in social, cultural and environmental sustainability and consistently with the 2022-2025 Business Plan, as well as in line with the provisions of Regulation (EU) 2019/2088, in continuation from 2020, the Intesa Sanpaolo Group has decided to include a specific "ESG" KPI among the strategic action objectives that will be assigned to all Managers.

The evaluation of the ESG KPI takes place both at Group level, with a view to recognising the commitment of the Group as a whole, and at the Governance Area/Division or Sub-consolidating Group/Legal Entity level, in order to enhance the areas of action of the individual Group structures. Specifically:

at Group level, the presence of Intesa Sanpaolo in the sustainability indexes of specialized companies is assessed;
at the Governance Area/Division or Sub-consolidating Group/Legal Entity level, the following are assessed:
- o specific projects/actions in the ESG field, such as, for example: development of lending volumes relating to ESG (Sustainable Loans and Green Mortgages), reduction of exposures on sectors at ESG risk, growth of Sustainable Investments through the increase in the % incidence of AuM present in Asset Management products classified under Articles 8 and 9 pursuant to Regulation (EU) 2019/2088, reduction of the Group's CO² emissions;
- o the achievement of the commitments on Diversity & Inclusion expressed in line with the Group's Principles on that issue.

Each KPI is assigned a weight equal to at least 10% to ensure the relevance of the objective, and no more than 30% to guarantee appropriate weighting of the numerous objectives.

The performance evaluation period (accrual period) is annual.

Focus: The structure of the Performance Scorecard for Risk Takers and Middle Managers (the Senior Directors in all the Functions and the Heads of in the Business Functions)

The sum of the weights assigned to the KPIs of each section is equivalent to the overall weight of the section; this weight varies according to the macro-area pertaining to the Risk Takers and Middle Managers.

Below is a summary of the Performance Scorecard for each cluster:

Risk Takers of the Business and Governance Functions and Middle Managers (the Senior Directors in all the Functions and the Heads of in the Business Functions):

Strategic Driver/KPIs Weight range on the Performance Scorecard BUSINESS GOVERNANCE Structure Objectives: financial and non-financial – quantitative¹ Growth 45% - 55% 40% - 50% Profitability Productivity Cost of risk/Sustainability Group Objectives – cross-functional Net income 10% Cost/Income 20% (Group Governance Areas: Group Risk Takers and direct reports of the Chief) Non-financial objectives – qualitative ESG 15% 15% - 20%² Other managerial skills (if any) 30% - 20% 25% - 10% Strategic actions/ Projects – consistent with the Business Plan and measured either through quantitative parameters or on the basis of strategic drivers

(1) the financial – quantitative KPIs are consistent with the strategic guidelines of the Business Plan and are challenging in relation to the budget, which is usually the target level

(2) 20% applies to the CFO, the Chief Sustainability Officer and the Chief Social Impact Officer

Structure Objectives: nonfinancial – quantitative

Non-financial objectives –

qualitative

Group Objectives –

Risk Takers and Middle Managers (limited to the Senior Directors) of the Company Control Functions and similar roles

Strategic Driver/KPIs

Risk Culture – Promoting awareness at all levels of the organisation regarding

with a particular focus on the risks related to climate change and technological innovation, through information, awareness

consistent with the Business Plan and measured either through quantitative

Cost of risk/Sustainability

"emerging" risks¹

and training actions

Strategic actions /Projects –

(if any)

Other managerial skills

Strategic Driver/KPIs Weight range on the Performance Scorecard

COMPANY CONTROL FUNCTIONS and SIMILAR ROLES

Productivity 45% - 70%

cross-functional Profitability The Group economic-financial objective is not envisaged

ESG 15%

10% - 15%

30% - 0%²

parameters or on the basis of strategic drivers (1) for Chief Compliance Officer Governance Area, Chief Risk Officer Governance Area and Chief Audit Officer (2) for the Manager responsible for preparing the Company's financial reports, to whom the "Risk Culture" KPI is not assigned, the maximum weight is equal to 35%

Focus: The 2025 Incentive System for the Managing Director and CEO

Reported below is the Performance Scorecard of the Managing Director and CEO, indicating, for each financial - quantitative KPI, the reference target level and, for the non-financial qualitative KPIs, the exante evaluation drivers.

	Strategic driver	KPI	Weight (%)	Threshold level	Target level	Maximum level
	Growth	Net income (billion)	20%	100% of the result of previous year	Budget	127% of the result of previous year
GROUP	Profitability	OI / Average RWA	20%	89% of the result of previous year	Budget	118% of the result of previous year
OBJECTIVES	Productivity	Cost / Income	20%	101% of the result of previous year	Budget	96% of the result of previous year
	Cost of Risk	Gross NPL ratio	10%	115% of the result of previous year	Budget	105% of the result of previous year
NON FINANCIAL – QUALITATIVE OBJECTIVES (GROUP SCOPE)	Strategic Actions from the 2022-2025 Business Plan	ESG	15%	Assessment based on the following drivers: 1. Presence of Intesa Sanpaolo in the sustainability indices of specialized companies (No. of appearances) 2. Promotion of an inclusive work environment through the identification and implementation of targeted management actions, with a particular focus on meeting the commitments in terms of gender equality assigned to each Division/Governance Area: • in annual hires (%) • in the pool of candidates for first appointment to managerial roles (%) 3. Group initiatives in the ESG area: • Support to green and circular economy: o Development of loans of the Corporate scope from an ESG perspective (€) o Support for Green Mortgages and Social Lending of Banca dei Territori (€) • Sustainable Investments: ESG investments as a percentage of total AuM (%) • Initiatives for counselling and employability
		Group Digital Transformation	15%	Evaluation based on the following drivers: 1. Isybank development: growth in number of active customers 2. Isytech Project: overall progress of the forward-fit plan 3. Expansion of sales channels and methods of digital interactions (both online and mobile) to support the Group distribution strategy set out in the 2022-25 Business Plan – YoY Increase 4. Digital Transformation acceleration in a Cloud-ready logic

The overall amount of the bonus for the Managing Director and CEO is awarded based on the evaluation of the results of the individual performance scorecard applying a deterministic calculation.

Focus: The 2025 Incentive System for the Managing Director and CEO

Specifically, against an overall score of the performance scorecard equal to:

80%, the bonus accruable is equal to 30% of the fixed remuneration;
100% (target), the bonus accruable is equal to 100% of the fixed remuneration;
120% (cap), the bonus accruable is equal to 200% of the fixed remuneration, minus the amount pertaining to the year deriving from the Performance Share Plan.

For overall scores of the performance scorecard equal to the percentages that are in between those indicated above, the bonus is determined based on a proportionate scale.

Focus: The structure of the Performance Scorecard of Middle Managers with the title of Head of in the Governance Functions and in the Company Control Functions

The Performance Scorecards of Middle Managers with the title of Head of in the Governance Functions and in the Company Control Functions provide for both quantitative and qualitative KPIs and a threefold structure as follows:

structure section (30%-50% weight), containing KPIs consistent with the strategic drivers relating to productivity and the cost of risk/sustainability, with particular reference to the following categories: processes/activities, projects/initiatives, cost management and risk management;
cross-functional section (10% weight), containing a KPI shared at Group/Governance Area / Division level;
qualitative section (40%-60% weight), containing managerial indicators related to the skills of the Group's leadership model.

The total amount due is attributed annually based on the evaluation of the results of the individual performance scorecard³⁴ and is defined with different calculation methods depending on the cluster. In particular, this calculation is deterministic also for the other Group Top Risk Takers (consistently with the calculation method provided for the Managing Director and CEO), is ranking-based for the other Group Risk Takers and is connected to the evaluation of the results for Risk Takers of the Sub-consolidating and Legal Entity Groups, as well as for Middle Managers.

In addition, corrective mechanisms of the accrued bonus are applied based on the level of achievement of the KPIs against excessive risk taking, which act as de-multipliers of the bonus itself.

³⁴ It should be noted that individual performance scorecards with a score below the minimum level (i.e. 75% for Middle Managers with Head of title in the Governance Functions and in the Company Control Functions, 80% for Risk Takers of the Business and Governance Functions and Middle Managers with Senior Director title and Head of title limited to the Business Functions, 90% for Risk Takers and Middle Managers with Senior Director title in Company Control Functions and similar roles) do not qualify for bonus allocation under any circumstances.

Below is a summary of these mechanisms:

Risk	Recipients	Relevant limits and trigger events
Residual Risk	Risk Takers (RT), including the Group Top RT, and Middle Managers (MM)	Detection of residual risk at very high / high levels (Q-factor)	max -20%
Adequacy Capital	Business and	Failure to achieve the CET1 target set in the Group RAF
	Governance Group Top RT	Exceeding the CET1 Early Warning threshold set in the Group RAF	-20%
Stability of profits	Group Top RT and Heads of the structures reporting to the abovementioned Subjects	Fallure to achieve a predetermined target to contain the level of operating costs set in the budget	max -20%
Market Risk	Business Group RT1 and MM	Regarding the VAR for the trading line: 1. Exceeding the limits attributed to the Structures through drill-down of the Early Warning limit set in the Group RAF and failure to comply with the remediation plan 2. Exceeding the Early Warning limit set in the Group RAF and failure to comply with the remediation plan	-15% Group RT identified for VAR -10% for other Group RT and MM
	Business Group RI	Regarding the VAR Held to Collect and Sale (HTCS) Exceeding the limits attributed to the Structures through drill-down of the Early 1. Warning limit set in the Group RAF and failure to comply with the remediation plan 2. Exceeding the Early Warning limit set in the Group RAF and failure to comply with the remediation plan	-10%
	Business Group RT1	Exceeding the limits relating to the Accumulated Other Comprehensive Income (AOCI) reserve attributed to the Structures concerned through drill-down of the Soft limit set in the Group RAF and failure to comply with the remediation plan	-20%
Interest Rate Risk	Business Group RT1	Exceeding the limits of the Ordinary Management of the Banking Book relating to the sensitivity of the Economic Value of Equity ("ΔEVE") attributed to the Structures concerned through drill-down of the Soft limit set in the Group RAF and failure to comply with the remediation plan	-10%
	Exceeding the limits of the HTCS Portfolio assigned to the main companies of the Group as part of the aforementioned consolidated limit "ΔEVE", attributed to the Structures Business Group RT1 concerned through a drill-down of the Soft limit set in the Group RAF and failure to comply with the remediation plan		-10%
	Exceeding the consolidated limits on the sensitivity of the Net Interest Income (NII), Business Group RT1 attributed to the Structures concerned through a drill-down of the Soft limit set in the Group RAF and failure to comply with the remediation plan		-10%
Conduct rask	RT, including Group Top RT, and MM	Failure to comply with the expected levels for the compulsory training	-10%

4.5.3.1. Incentive System for Risk Takers of Banks at a "non-contingent" loss

Within the framework of the annual Incentive Systems, a specific and selective annual Incentive System is envisaged for the Risk Takers belonging to the Group Banks at a "non-contingent" loss.

The System is targeted at Risk Takers specifically appointed to recover/contain the loss from the first year of appointment (and up to a maximum of three consecutive years) and, starting from the second year, in case of improved results according to that set out in the specific long-term recovery plan (Business Plan), it may be extended to the other Risk Takers possibly operating in the Bank.

For the purposes of determining the incentive due, the performance of the Bank at a loss is measured in terms of year-on-year improvement.

With reference to any other Risk Takers the System is extended to starting from the second year, the maximum incentive to be accrued does not exceed 50% of the bonus theoretically due against the outcome of the performance evaluation³⁵ .

4.5.3.2. Incentive System for Risk Takers and Middle Managers of Legal Entities in "startup" phase

Similarly to the description above for the Banks at a "non-contingent" loss, there is a specific annual Incentive System for Legal Entities in "start-up" phase.

This System aims to promote the achievement of the growth objectives set in the "start-up" business plan for the period of time necessary for the Company to reach a positive and/or minimum level of income (until a maximum of three consecutive years), in a broader Group framework where the conditions of capital strength, liquidity and sustainability are met.

For the purposes of determining the incentive due, the performance of the Company is measured with respect to the achievement of the milestones (i.e. Company Income/Loss) set by the specific long-term plan of the start-up, in line with the medium/long-term objectives that characterise all of the Group Incentive Systems.

In accordance with the principle of sustainability, the maximum incentive that can be accrued is in any case limited and compatible with the economic and financial context of the Company.

4.5.4 Specific incentive initiatives by personnel category and business segment

The Intesa Sanpaolo Group develops incentive initiatives dedicated to either specific clusters or highly profitable and relevant business segments inside the strategy defined at Business Plan level³⁶ .

In general, the Incentive Systems dedicated to specific clusters aim to support the cooperation and teamwork towards reaching the common objectives measured at team level.

In contrast, the Incentive Systems dedicated to specific business segments require the recognition of individual bonuses differentiated by role and measured on individual Performance Scorecards with the exception of the retail business (Italy and abroad) for which Branch Performance Scorecards are generally required. The simultaneous presence of economic-financial and non-financial KPIs is normal. For personnel operating in sales networks (both internal and external) in direct contact with customers, KPIs regarding customer satisfaction and correctness of customer relations are always envisaged; the KPIs are not linked to the distribution of a specific investment product and, for the purpose of achieving the objectives, only transactions in line with the needs expressed by customers and with the adequacy checks are taken into account.

In any case, each KPI is assigned a weight equal to at least 10% to ensure the relevance of the objective.

It should be noted that bonuses deriving from these specific incentive initiatives are subject to the application of the de-multiplier linked to Conduct Risk as described in paragraph 4.5.3.

Incentive System by cluster	Beneficiaries	Main characteristics
Non-Performing Loans	Managers (excluding Risk Takers) and Professionals of the structures of Credit Value Preservation Head Office	Purpose: Support the achievement of the objectives of reducing the gross NPL ratio set out in the 2022-2025 Plan requested by the Authority to the Group with no charges for the Shareholders.
	Department, NPE Head Office Department, core structures of the	Mechanism to calculate the bonus: Individual bonuses differentiated by role and type of contribution to the Plan.

Below is a summary of the main incentive initiatives present in the Group³⁷:

³⁵ Raised to 75% in the particular case of Risk Takers belonging to the Company Control Functions because of the low level of the bonuses due to these Functions.

³⁶ It should be noted that specific incentive initiatives for categories of personnel and business segments are generally not targeted at Group Risk Takers, with the exception of the Incentive System of the Private Banking Network of Intesa Sanpaolo Private Banking's Italian Network, the Incentive System for Relationship Managers of the Private Banking Division's International Sales Networks and the Incentive System for Non-employee Financial Advisors.

³⁷ With regard to Incentive Systems for agents operating in the Banca dei Territori Division (i.e. Incentive System to support the growth of assets under management in the Banca dei Territori network for the Global Advisors of the Banca dei Territori and coordination quality award for the Team Leaders of Prestitalia), please refer to paragraph 4.3.2.

Incentive System by cluster	Beneficiaries	Main characteristics
	Credit Governance Head Office Department of the Chief Lending Officer Governance Area, as well as Credit Functions of Regional Governance Centre of the Banca dei Territori Division	Performance conditions: KPIs of an economic-financial nature entail the reduction of the Group gross NPL stock as well as objectives of governance of flows between credit stages (e.g. inflows from Performing vs Past Due/UTP, outflows from UTP, outflows from Bad loans) at Group or Division level. In any case, for the Manager cluster, the System is subject to a corrective mechanism in the event of failure to achieve the Group gross NPL ratio KPI.
Strategic projects incentive system – Insurance	Operational teams Purpose: of the areas Support the achievement of the objectives supporting the envisaged in the Business Plan for the business of the Insurance Division by guiding the behaviour of Companies in the the individuals, including those belonging to Insurance Group different organisational structures, towards team results. Mechanism to calculate the bonus: Structure bonuses role/title.
		Performance conditions: The KPIs identified at the individual structure level are both project-based, i.e. linked to strategic initiatives and assessed for timeliness and effectiveness in achieving milestones, and quantitative. The latter are primarily of a non-financial nature (e.g. compliance with settlement SLAs, complaints/policies, support tickets, Instant Customer Feedback) and, to a lesser extent, of an economic-financial nature (i.e. Operational losses/Cash Flow). The various structures can share the same KPIs to further strengthen their interactions with each other.

Incentive System by business segment	Beneficiaries	Main characteristics
Insurance Client Advisor	Sales Structure of Intesa Sanpaolo Insurance Agency dedicated to selling health products and of Intesa Sanpaolo Protezione dedicated to selling	Purpose: Support the achievement of the commercial objectives of distribution of insurance products for the Group corporate and enterprise customers, taking into account the effective needs of the clients and in line with their risk profile.
	policies to cover industrial risks	Performance conditions: The economic-financial KPIs reflect the increase of the funding volumes achieved with reference to the distribution of insurance products (e.g. health, industrial risks, temporary life insurance, social security) and the renewals of the policies already in the portfolio.

Incentive System by business segment	Beneficiaries	Main characteristics
		The non-financial KPIs are aimed at guiding behaviours and ensuring service quality.
Private Banking Network	Italian Network of Intesa Sanpaolo Private Banking (employees and agents)	Purpose: Support the achievement of the Bank's sales and economic-financial targets, taking into account the actual needs of customers and in line with their risk profile. Performance conditions: The economic-financial KPIs reflect the typical revenues of the relevant business (e.g. improvement in net interest income) and the increase in assets (e.g. flows of financial assets). The non-financial KPIs guide behaviour towards customer retention, operational risk monitoring, customer satisfaction, compliance with the principles of fairness in customer relations and the quality of the service rendered. Sustainability risks: In line with Regulation (EU) 2019/2088, a non financial KPI is assigned within the System in relation to customer profiling, which also acquires customers' ESG preferences. This KPI is a "gateway condition" for the Incentive System, since failure to reach the minimum threshold envisaged for this indicator entails the non-payment of the accrued bonus. Furthermore, an additional KPI is provided, which also constitutes a "gate", linked to the frequency of a training course on ESG issues.
Private Advisory	Intesa Sanpaolo Private Banking Advisory Team	Purpose: Support the achievement of the Bank's sales and economic-financial targets, through the support provided to the Private Banking Network in advisory activities, taking into account the actual needs of customers and in line with their risk profile. Performance conditions: The KPIs of an economic-financial nature reflect the growth in assets relating to the advisory services and in the number of contracts.

	The non-financial KPIs focus on completion of mandatory training as well as on managerial
		or professional skills.
Relationship Manager	International sales networks of the Private Banking Division	Purpose: Support the achievement of the Company's sales and economic-financial targets, taking into account the actual needs of customers and in line with their risk profile. Performance conditions: The economic-financial KPIs reflect the revenues (net of costs) generated by the Relationship Manager's activities. The non-financial KPIs include measures to guide behaviour towards compliance with the principles of fairness in customer relations and decrease in operational risks.
Non-employee Financial Advisors	Fideuram, Sanpaolo Invest and IWPI sales networks	Purpose: Support the achievement of the Company's sales and economic-financial targets, taking into account the actual needs of customers and in line with their risk profile. Performance conditions: The economic-financial KPIs reflect the volumes, profitability and stability of the Inflows. The non-financial KPIs include measures to guide behaviour towards customer satisfaction, compliance with the principles of fairness in customer relations and decrease in operational risks. Sustainability risks: Similarly to what has been specified for the Private Banking Network, in line with Regulation (EU) 2019/2088, a non-financial KPI is assigned within the System in relation to customer profiling, which also acquires customers' ESG preferences. This KPI is a "gateway condition" for the Incentive System, since failure to reach the minimum threshold envisaged for this indicator entails the non payment of the accrued bonus.
Investment Management	Professional categories of managers in asset management and asset managers of the private banking Investment Center	Purpose: Support the achievement of the performance targets for the products managed in the interest of the customer. Performance conditions: The economic-financial KPIs mainly relate to the performance adjusted for the risks assumed of the managed products over a multi-year time horizon.

		The non-financial KPIs focus on
		managerial or professional skills. Sustainability risks: In order to integrate the sustainability risks assumed in the management of portfolios, in accordance with Regulation (EU) 2019/2088, a correction mechanism has been defined for the bonus which enhances the activity undertaken in terms of managing sustainability risks (the so called "sustainability corrective mechanism"). This mechanism is based on a comparison between the "sustainability rating class" of the Manager's portfolio (i.e. rating class determined on the basis of the average score of the products managed by the individual Manager with reference to ESG factors) and the related target level identified (i.e. average score of the parameters – benchmark of the investment product or universe – associated with the Manager). Depending on the deviation of the portfolio
		sustainability rating class from the target, the mechanism can confirm the Manager's bonus determined as part of the Annual Incentive System or act as a corrective factor thereof by increasing it (+5% or +10%) or decreasing it (-5% or - 10%).
Extra Captive Sales	Sales supply chain dedicated to the non-captive market in asset management	Purpose: Support the development of the sales network in terms of asset inflows through channels outside the Group.
		Performance conditions: The economic-financial KPIs reflect the increase in volumes and profitability of the acquired assets. The non-financial KPIs focus on the quality of sales action and the management of non-compliance risks.
Network of International Banks	Middle Managers and Professionals of the International Banks	Purpose: Support the achievement of the growth, profitability, credit quality and customer service targets of the Network of International Banks, avoiding the

emergence of potential conflicts of interest while reducing the operational risks.
Performance conditions: Both economic-financial and non financial KPIs are set at Branch and/or individual level, which are differentiated depending on the business specificities, market practises and the regulations in force in the countries where the Group works.

All the Incentive Systems are subject to specific formalisation and approval processes.

4.5.5 Individual access conditions

The payment of the individual bonus is, in any case, subject to the verification of the absence of the socalled individual compliance breaches i.e.:

disciplinary measures involving at least the suspension from service and pay for a period equal to or greater than one day, including as a result of serious findings received from the control functions;
in case of breaches specifically sanctioned by the Supervisory Authorities of the obligations as per Article 26 of the Consolidated Law on Banking regarding the requirements of professionalism, integrity and independence or Article 53, paragraph 4, of the Consolidated Law on Banking and following on the matter of transactions with related parties and of the obligations regarding remuneration and incentives referred to in CRD, if involving a penalty of an amount equal to or greater than 30,000 euro;
behaviour non-compliant with the legal and regulatory provisions, Articles of Association or any codes of ethics and conduct established ex ante by the Group or relevant Company and from which a "significant loss" derived for the Company or the customer.

Focus: Individual access conditions for personnel in the "Investments" area of the Group's asset management companies

With reference to the manager cluster (Risk Takers and not), a further access condition provides that payment of the bonus is subject to the achievement, within the Performance Scorecard, of at least the threshold level with reference to the KPI linked to the performance of the products under management.

Focus: Individual access conditions for the Private Banking Network

In addition to the conditions described above, for Private Bankers of the ISPB Network, the exclusion from the Incentive System is also provided for those against whom:

well-founded complaints with a cumulative economic value exceeding 10,000 euro are individually lodged;
2 or more written warnings per year have been formalized.

Transp. Prov. R. 27

Transp. Prov.

Focus: Individual access conditions for Financial Advisors other than employees, Financial Agents and Global Advisors

For Financial Advisors, the exclusion from the Incentive System is provided for those against whom:

at least one suspension measure is imposed, except for those cases suitably justified by the Disciplinary Committee;
well-founded complaints with a cumulative economic value exceeding 5,000 euro for the Fideuram, Sanpaolo Invest and IWPI Networks and exceeding 10,000 euro for the ISPB Network are individually lodged;
2 or more written warnings per year have been formalised;
the agency contract is terminated for just cause.

With regard to the Financial Agents with an accessory contract (so-called Team Leaders) of Prestitalia and the Global Advisors of the Banca dei Territori network, the exclusion from all non-recurring components of the remuneration is provided for those against whom:

behaviours that are non-compliant with the legal and regulatory provisions, Articles of Association or any codes of ethics or conduct established ex ante by the Group and from which a "significant loss" derived for the Bank or the customers;
well-founded complaints are lodged, with a cumulative economic value exceeding 5,000 euro, measured at the individual level, for the Global Advisors and exceeding 20,000 euro, measured at the total level³⁸, for the Financial Agents with an accessory contract (so-called Team Leaders) of Prestitalia.
the agency contract is terminated for just cause.

In particular, failure to verify the individual access conditions implies both the non-payment of the bonus accrued in the same year in which the compliance breach is committed and the deletion of the deferred portions of the accrual conditions referred to the same year.

4.5.6 Malus conditions

In case of deferral (see paragraph 4.6), each portion is subject to an ex-post adjustment mechanism – the so-called malus conditions – according to which the relative amount recognised and the number of financial instruments assigned, if any, may be reduced, even to zero, in the year in which the deferred portion is paid, in relation to the level of achievement of the minimum conditions set by the Regulator regarding the capital strength and liquidity, represented by the consistency with the respective limits set as part of the RAF, as well as the condition of financial sustainability.

	Common Equity Tier 1 (CET1) Ratio	«Hard» limit set by the Group RAF
Capital	Leverage Ratio
strength conditions	Minimum requirement for own funds and eligible liabilities (MREL)	Early Warning set by the Group RAF
	Assessment of the results of the ICAAP and of the Recommendations on distributions by competent authorities and European Supervisory Authorities
Liquidity condition	Net Stable Funding Ratio (NSFR)	«Hard» limit set by the Group RAF
Sustainability condition	No loss and positive Gross Income	0

In case one of the conditions of capital strength or of liquidity does not occur individually, the deferred portion is reduced to zero; if the condition of sustainability is not met, the deferred portion is reduced by 50%.

P. XV R 27

³⁸ Complaints attributable to the activity carried out by the Team Leader and the Supervised Agents.

Focus: Malus condition set for Top Risk Takers For Top Risk Takers, in line with the provisions for activation of the Incentive System, another condition – in addition to the ones mentioned above – is also envisaged:

For this cluster, if the condition of liquidity is not met, the deferred portion is reduced by 50%.

Similarly with the provisions of the gateway conditions, it is specified that for those Legal Entities which calculate their limits of capital strength (CET1 or Total Capital, MREL, Leverage ratio and the assessment of the results of the ICAAP for Banks, Solvency Ratio in the case of insurance companies as well as the Capital Requirements at least equal to the regulatory capital in the case of Asset Management Companies) and liquidity (NSFR for Banks), failure to respect these limits and to meet the sustainability conditions (No loss and positive Gross Income³⁹) constitutes the malus conditions of all the Incentive Systems addressed to the resources operating in the Legal Entity, also when those of the Intesa Sanpaolo Group may be positively met. In addition, in line with the Intesa Sanpaolo Group provisions, an additional malus condition linked to LCR at least equal to the hard limit set out in Sub-holding/Legal Entity RAF is applied to Top Risk Takers of Sub-holding and of the significant banking Legal Entities.

4.5.7 Clawback mechanisms

The company reserves the right to activate clawback mechanisms⁴⁰, namely the return of bonuses already paid as required by regulations, also taking into account the legal, contribution and tax profiles on the matter, as part of:

disciplinary initiatives and provisions envisaged for fraudulent behaviour or gross negligence by personnel;
violations of the obligations imposed under Article 26 of the Consolidated Law on Banking or, where the entity is a stakeholder, Article 53 paragraphs 4 et seq. of the Consolidated Law on Banking or of remuneration and incentive obligations;
behaviour non-compliant with the legal and regulatory provisions, Articles of Association or any codes of ethics and conduct established ex ante by the Group or relevant Company and from which a "significant loss" derived for the Company or the customer.

These mechanisms may be applied in the 5 years following the payment of the individual portion (up-front and deferred, if any) of variable remuneration.

4.6 Payment methods of the variable remuneration

The remuneration payment methods are governed by specific instructions in the Supervisory Provisions concerning remuneration with particular reference to the deferral obligations, the type of payment instruments and the retention period envisaged for the possible portion paid as financial instruments.

In particular, as provided for by regulations, payment methods defined by the Group take into account the fact that, due to the Group's consolidated balance sheet assets, none of the Group's banks is considered to be "of a smaller size or operational complexity" and, consequently, the same accrual and settlement schedules apply to all Risk Takers (i.e. Group, Sub-consolidating Group and Legal Entity), with specificities relating only to Top Risk Takers.

Transp. Prov. R. 27

R. 27 R. 28

³⁹ It should be noted that the sustainability condition (both at the ISP Group level and at the Legal Entity level) is not applicable to the Incentive System specific to the Network of International Subsidiary Banks as it is managed locally with a bottom-up funding mechanism and it is not financed by the Group bonus pool.

⁴⁰ It should be noted that, with reference to Albania, in line with local regulations, this provision applies only to Group Risk Takers and personnel seconded to the Company.

Illustrated below are the methods for the payment of the variable remuneration adopted by the Intesa Sanpaolo Group⁴¹ .

Deferral	60% of the variable remuneration is deferred for a period of 5 years in the case of:
	ം remuneration paid to Top Group Risk Takers o variable remuneration of a "particularly high" amount, regardless of the macro segment to which the receiver belongs
	2 ) 50% of the variable remuneration is deferred for a period of 5 years in the case of remuneration paid: o to Top Risk Takers of Sub-consolidating Groups and of Legal Entities if the amount is higher than both the materiality threshold and 100% of the fixed remuneration
	(3) 40% of the variable remuneration is deferred for a period of 5 years in the case of remuneration paid: o to Top Risk Takers of Sub-consolidating Groups and of Legal Entities if the amount is higher than the materiality threshold and equal to or lower than 100% of the fixed remuneration
	Deferred amount ( 4 ) 50% of the variable remuneration is deferred for a period of 4 years in the case of remuneration paid: o to other Group Risk Takers if the amount is higher than both the materiality threshold and 100% of the fixed remuneration
	5) 40% of variable remuneration is deferred for a period of 4 years in the case of remuneration paid: o to other Group Risk Takers if the amount is higher than the materiality threshold and equal to or lower than 100% of the fixed remuneration1
	( 6 ) II 40% of variable remuneration is deferred for a period of 3 years in the case of remuneration paid: o to Middle Managers and Professionals, if the amount is higher than both the materiality threshold and 100% of the fixed remuneration
	40% of variable remuneration is deferred for a period of 2 years in the case of remuneration paid: o to Middle Managers and Professionals, if the amount is higher than the materiality threshold and equal to or to or lower than 100% of the fixed remuneration, or equal to or to or lower than the materiality threshold and higher than 100% of the fixed remuneration
	The remaining amount of the variable remuneration is paid out up-front.
	p-front amount Regardless of the pertinent macro segment, the variable remuneration is entirely paid up-front if the amount is equal to or lower than the materiality threshold and equal to or lower than 100% of the fixed remuneration

Focus: "Particularly high" amount of variable remuneration

As required by the Provisions of the Bank of Italy, at least every three years Intesa Sanpaolo is obliged to define the "particularly high" amount of variable remuneration, as the lower between:

i) 25% of the average overall remuneration of the Italian high earners, resulting from the most recent report published by the EBA. This value equals, according to the report published by the EBA with reference to the data of December 2022, 436,933 euro;
ii) 10 times the average overall remuneration of the employees of the Intesa Sanpaolo Group.

⁴¹ It should be noted that foreign Companies of the Group and foreign Branches can provide more restrictive payment schedules if provided by the applicable local laws.

Focus: "Particularly high" amount of variable remuneration

Intesa Sanpaolo calculated this amount as the average remuneration paid to employees in 2022, 2023 and 2024, equal to 548,560 euro.

For greater prudence, the latter amount is rounded down and, as a consequence, the variable remuneration exceeding 400,000 euro for the three-year period 2025-2027is considered particularly high.

Focus: Materiality Threshold

The Intesa Sanpaolo Group has defined its materiality threshold, differentiated by clusters of personnel, beyond which the variable remuneration is considered "significant".

In particular:

for Risk Takers⁴², in accordance with the applicable regulations, the variable remuneration is considered "significant" if it exceeds the amount of 50,000 euro⁴³ or if it represents more than one third of the total remuneration;
for Middle Managers and Professionals, the materiality threshold beyond which the variable remuneration is considered "significant" – is usually 80,000 euro. In order to significantly reduce a potential competitive disadvantage factor in the attraction and retention of the best resources in countries other than the Group's domestic market and in businesses characterised by high competitive pressure (i.e., high cost of living, strong wage dynamics and high resignation rates) on human resources and, in non-EU countries, by a less stringent (or absent) regulatory environment on the materiality threshold, this threshold is raised to 150,000 euro.

Lower thresholds may be envisaged by Group Companies and by foreign Branches of Intesa Sanpaolo according to local regulations⁴⁴ .

⁴² With the exception of the Risk Takers identified in the:

^• asset management companies (SGR entities) of the Group who are not identified also at Group level for which the threshold of 80,000 euro is kept. CRD V (Article 109, paragraphs 4 to 5) allows for the non-application of the provisions envisaged for Banks to these roles;

^• investment firms (i.e. securities trading companies) where, in accordance with Directive (EU) 2019/2034 (transposed through the update of the Bank of Italy Regulation implementing articles 4-undecies and 6, paragraph 1, letter b) and c-bis), of the Consolidated Law on Finance of 23 December 2022), variable remuneration is considered "significant" if it exceeds the amount of 50,000 euro or represents more than a quarter of the total remuneration.

⁴³With reference to the London Branch, it should be noted that the threshold is equal to 44,000 British pounds, as provided by the Prudential Regulatory Authority.

⁴⁴ With reference to ISP Russia, it should be noted that the materiality threshold is considered only for the purposes of the possible payment of a portion of the bonus accrued by Risk Takers in financial instruments since, regardless of the amount, pursuant to the local regulation, the deferral is always mandatory. Furthermore, the more restrictive provisions for the members of staff qualified as Accountable Person pursuant to Australian law remain in place in order to ensure the compliance with local provisions.

It should be noted that interest in line with market rates is calculated on deferred bonus portions paid in cash.

In compliance with the Supervisory Provisions, the financial instruments used by the Intesa Sanpaolo Group to pay the variable remuneration are Intesa Sanpaolo shares.

There are exceptions to this general rule:

the Risk Takers of VUB Banka having a local contract, since the portion in shares of Intesa Sanpaolo is replaced by the allocation of units of Certificates of the subsidiary, in compliance with local regulations;
the Risk Takers of Pravex, Intesa Sanpaolo Brasil and the New York Branch of Intesa Sanpaolo and Intesa Sanpaolo IMI Securities Corporation within the IMI CIB International Network structure of the IMI Corporate & Investment Banking Division, as the portion in Intesa Sanpaolo shares is replaced by the allocation of phantom shares with underlying Intesa Sanpaolo ordinary shares in consideration of the operational complexity or the need to ensure compliance with local regulations;
the Risk Takers and the personnel accruing a "significant" bonus higher than 100% of the fixed remuneration belonging to asset management companies (SGR entities), since the portion in Intesa Sanpaolo shares is replaced by the allocation of units of the funds managed, as required by the sector regulations (Regulation implementing articles 4-undecies and 6, paragraph 1, letter b) and c-bis), of the Consolidated Law on Finance of the Bank of Italy).

Focus: Financial Instruments assigned to the personnel of the asset management companies

The Regulation implementing articles 4-undecies and 6, paragraph 1, letter b) and c-bis), of the Consolidated Law on Finance of Bank of Italy as regards Risk Takers belonging to significant asset management companies (SGR entities)⁴⁵ provides that a substantial part of the variable remuneration is composed of units or shares of the UCITS or AIFs managed, or of a combination that takes into account as much as possible their proportion, or of equivalent equity interests, instruments linked to units or shares or of other equivalent non-monetary instruments that are equally effective in terms of aligning incentives.

In compliance with such provision:

• the UCITS basket is defined representing the UCITS managed by the company to be allocated to the Top Risk Taker, Head of the Asset Management Division, to the Risk Takers not involved in asset management activities and, to a lesser extent, to the Risk Takers and the remaining personnel

⁴⁵ Pursuant to the relevant regulations, the following are significant asset managers: Eurizon Capital SGR, Eurizon Capital SA, Eurizon Asset Management Slovakia, Eurizon Asset Management Croatia, Eurizon Capital Real Asset SGR, and Fideuram Asset Management SGR.

Focus: Financial Instruments assigned to the personnel of the asset management companies accruing a "significant" bonus and higher than 100% of the fixed remuneration involved in asset management activities;

• the principles of selection of additional UCITS to be allocated to the Risk Takers and the remaining personnel accruing a "significant" bonus and higher than 100% of the fixed remuneration involved in asset management activities are identified in terms of representation of the activity performed by each of them.

Alternatively, in specific cases (e.g. closed AIFs, UCITS not distributed in the retail market) it is possible to provide for the assignment of synthetic or phantom instruments that ensure similar effectiveness in terms of aligning incentives.

In accordance with the indications above, the Intesa Sanpaolo Group has defined the following accrual and settlement schedules depending on the category of personnel (Top Risk Takers, other Risk Takers, Middle Managers and Professionals), the amount of the variable remuneration (higher or lower than the particularly high amount or the materiality threshold) and the weight of the variable remuneration compared to the fixed remuneration (greater than or equal to/lower than 100%).

In particular:

Schedule 1: for the Group Top Risk Takers and all those who, regardless of the macro-segment they belong to, accrue a "particularly high" amount of variable remuneration, if the variable remuneration exceeds 100% of the fixed remuneration, 40% of the payment will be up-front (of which 20% in cash and 20% in financial instruments) and 60% (of which 20% in cash and 40% in financial instruments) on a deferral time horizon of 5 years. R. 27 R. 28