Intesa Sanpaolo

Declaration of Voting Results & Voting Rights Announcements • Apr 30, 2025

SUMMARY REPORT OF VOTES (article 125-quater, paragraph 2, Consolidated Law on Finance - TUF)

Shareholders' Meeting 29 April 2025 - ordinary part
	Number of shares	% of ordinary shares in attendance at the meeting	% of share capital
Item 1 on the agenda: 2024 financial statements
a) Approval of the Parent Company's 2024 financial statements
Votes in favour	10,777,407,442	99.33289	60.53475
Votes against	54,332,878	0.50077	0.30518
Abstentions	13,132,736	0.12104	0.07376
Shares in relation to which the vote has not been cast	4,913,980	0.04529	0.02760
Total	10,849,787,036	100.00000	(1) 60.94129
b) Allocation of net income for the year and distribution of dividend and part of the Share premium reserve to shareholders
Votes in favour	10,793,971,548	99.48556	60.62779
Votes against	47,944,283	0.44189	0.26929
Abstentions	2,957,225	0.02726	0.01661
Shares in relation to which the vote has not been cast	4,913,980	0.04529	0.02760
Total	10,849,787,036	100.00000	(2) 60.94129
Item 2 on the agenda: Resolutions in respect of the Board of Directors pursuant to Articles 13 and 14 of the Articles of Association
a) Determination of the number of Board Directors for the financial years 2025/2026/2027
Votes in favour	10,360,782,830	95.33865	58.19464
Votes against	467,855,761	4.30515	2.62786
Abstentions	34,924,410	0.32137	0.19616
Shares in relation to which the vote has not been cast	3,784,980	0.03483	0.02126
Total	10,867,347,981	100.00000	61.03993
b) Appointment of Board Directors and members of the Management Control Committee for the financial years 2025/2026/2027, on the basis of slates of candidates submitted by shareholders
Slate 1 (*)	6,224,608,641	57.27808	34.96250
Slate 2 (**)	4,606,157,179	42.38529	25.87195
Votes against	151,126	0.00139	0.00085
Abstentions	23,916,375	0.22008	0.13433
Shares in relation to which the vote has not been cast	12,514,650	0.11516	0.07029
Total	10,867,347,971	100.00000	(3) 61.03993
c) Election of the Chair and one or more Deputy Chairs of the Board of Directors for the financial years 2025/2026/2027
Votes in favour	10,626,003,244	97.77918	59.68434
Votes against	183,562,222	1.68912	1.03104
Abstentions	52,868,525	0.48649	0.29695
Shares in relation to which the vote has not been cast	4,913,980	0.04522	0.02760
Total	10,867,347,971	100.00000	(4) 61.03993
Item 3 on the agenda: Remuneration
a) Remuneration policies in respect of Board Directors
Votes in favour	8,244,206,528	75.98496	46.30622
Votes against	2,597,949,916	23.94471	14.59222
Abstentions	2,716,612	0.02504	0.01526
Shares in relation to which the vote has not been cast	4,913,980	0.04529	0.02760
Total	10,849,787,036	100.00000	(5) 60.94129
b) Determination of the remuneration of Board Directors pursuant to Articles 16.2 and 16.3 of the Articles of Association
Votes in favour	10,557,528,701	97.30632	59.29973
Votes against	284,065,443	2.61817	1.59554
Abstentions	3,278,912	0.03022	0.01842
Shares in relation to which the vote has not been cast	4,913,980	0.04529	0.02760
Total	10,849,787,036	100.00000	(6) 60.94129

c) Report on remuneration policy and compensation and incentive polices of the Intesa Sanpaol Group for 2025
Votes in favour	7,559,050,870	69.67004	42.45782
Votes against	3,275,646,496	30.19088	18.39871
Abstentions	10,175,690	0.09379	0.05716
Shares in relation to which the vote has not been cast	4,913,980	0.04529	0.02760
Total	10,849,787,036	100.00000	60.94129 ( ( )
d) Report on remuneration policy and compensation on Section II - Disclosure on compensation paid in the financial year 2024
Votes in favour	9,418,916,955	86.81200	52.90435
Votes against	1,173,615,617	10.81695	6.59199
Abstentions	252,340,484	2.32576	1.41735
Shares in relation to which the vote has not been cast	4,913,980	0.04529	0.02760
Total	10,849,787,036	100.00000	(8) 60.94129
e) Approval of the 2025 Annual Incentive Plan based on financial instruments
Votes in favour	10,541,226,558	97.15607	59.20816
Votes against	148,802,921	1.37148	0.83580
Abstentions	154,843,577	1.42716	0.86973
Shares in relation to which the vote has not been cast	4,913,980	0.04529	0.02760
Total	10,849,787,036	100.00000	60.94129 (9)
a) Authorisation to purchase own shares for annulment with no reduction of the share capital
Votes in favour	10,784,021,445	99.39385	60.57190
Votes against	55,626,267	0.51269	0.31244
Abstentions	5,225,344	0.04816	0.02935
Shares in relation to which the vote has not been cast	4,913,980	0.04529	0.02760
Total	10,849,787,036	100.00000	60.94129 (10)
b) Authorisation to purchase and dispose of own shares to serve the Incentive Plans of the Intesa Sanpaolo Group
Votes in favour	10,797,692,301	99.51985	60.64869
Votes against	44,072,343	0.40620	0.24755
Abstentions	3,108,412	0.02865	0.01746
Shares in relation to which the vote has not been cast	4,913,980	0.04529	0.02760
Total	10,849,787,036	100.00000	60.94129 (11)
c) Authorisation to purchase and dispose of own shares for trading purposes
Votes in favour	10,768,927,403	99.25474	60.48712
Votes against	73,576,705	0.67814	0.41327
Abstentions	2,368,948	0.02183	0.01331
Shares in relation to which the vote has not been cast	4,913,980	0.04529	0.02760
Total	10 240 787 026	400 Unnun	CO A DONNO UN

Shareholders' Meeting 29 April 2025 - extraordinary part
	Number of shares	% of ordinary shares in attendance at the meeting	% of share capital
Annulment of own shares with no reduction of the share capital and consequent amendment to Article 5 (Share Capital) of the Articles of Association
Votes in favour	10,740,728,755	98.99558	60.32873
Votes against	92,059,216	0.84850	0.51708
Abstentions	12,003,580	0.11064	0.06742
Shares in relation to which the vote has not been cast	4,913,980	0.04529	0.02760
Total	10,849,705,531	100.00000	(13) 60.94084

(*) 14 Board Directors were appointed from Slate 1, the majority slate submitted by Fondazione Compagnia di San Paolo, Fondazione Cariplo, Fondazione Cassa di Risparmio di Firenze, Fondazione Cassa di Risparmio di Padova e Rovigo, Fondazione Cassa di Risparmio in Bologna and Fondazione Cassa di Risparmio di Cuneo. The members elected were: Gian Maria Gros-Pietro, Paola Tagliavini, Carlo Messina, Maria Angela Zappia, Franco Ceruti, Paolo Maria Vittorio Grandi, Luciano Nebbia, Liana Logiurato, Pietro Previtali, Maria Alessandra Stefanelli, Bruno Maria Parigi; for the Management Control Committee: Fabrizio Mosca, Mariella Tagliabue, Maura Campra.

(**) 5 Board Directors were appointed from Slate 2, the minority slate submitted by Allianz Global Investors, Amundi Asset Management SGR S.p.A., Anima SGR S.p.A., Arca Fondi SGR S.p.A., AXA lnvestment Managers Paris, BancoPosta Fondi S.p.A. SGR, BNP Paribas Asset Management, Candriam Equities L Global Income and Candriam Sustainable Equity Quant Europe, Eurizon Capital S.A., Eurizon Capital SGR S.p.A., Fidelity Funds, Fideuram Asset Management Ireland, Fideuram Intesa Sanpaolo Private Banking Asset Management SGR S.p.A., Interfund Sicav - Interfund Equity Italy, Generali Asset Management S.p.A. Società di Gestione del Risparmio, Kairos Partners SGR S.p.A., Legal & General Assurance (Pensions Management) Limited, Mediobanca SGR S.p.A., Mediolanum International Funds Limited – Challenge Funds – Challenge Italian Equity, Mediolanum Gestione Fondi SGR S.p.A.. The members elected were: Anna Gatti, Guido Celona, Mariarosaria Taddeo; for the Management Control Committee: Roberto Franchini, Riccardo Secondo Carlo Motta.

Notes:

Pursuant to art. 135-undecies of TUF the following number of shares were not counted for the calculation of the majority and share capital required to pass the resolution:

(12) Item n.4 c) on the agenda no. 17,560,945 shares, equal to 0.16159% of the shares in attendance at the meeting (13) Item on the agenda no. 17,642,450 shares, equal to 0.16234% of the shares in attendance at the meeting (7) Item n.3 c) on the agenda no. 17,560,945 shares, equal to 0.16159% of the shares in attendance at the meeting (8) Item n.3 d) on the agenda no. 17,560,945 shares, equal to 0.16159% of the shares in attendance at the meeting (9) Item n.3 e) on the agenda no. 17,560,945 shares, equal to 0.16159% of the shares in attendance at the meeting (10) Item n.4 a) on the agenda no. 17,560,945 shares, equal to 0.16159% of the shares in attendance at the meeting (11) Item n.4 b) on the agenda no. 17,560,945 shares, equal to 0.16159% of the shares in attendance at the meeting (2) Item n.1 b) on the agenda no. 17,560,945 shares, equal to 0.16159% of the shares in attendance at the meeting (3) Item n.2 b) on the agenda no. 10 shares, equal to 0.00000% of the shares in attendance at the meeting (4) Item n.2 c) on the agenda no. 10 shares, equal to 0.00000% of the shares in attendance at the meeting (5) Item n.3 a) on the agenda no. 17,560,945 shares, equal to 0.16159% of the shares in attendance at the meeting (6) Item n.3 b) on the agenda no. 17,560,945 shares, equal to 0.16159% of the shares in attendance at the meeting (1) Item n.1 a) on the agenda no. 17,560,945 shares, equal to 0.16159% of the shares in attendance at the meeting