Index No. 25973 File No. 15800
MINUTES OF THE GENERAL SHAREHOLDERS' MEETING
THE REPUBLIC OF ITALY
29 April 2026
This year two thousand twenty-six, on the twenty-ninth day of the month of April,
in Milan, via Metastasio 5.
I, the undersigned MARIO NOTARI, Notary Public in Milan, enrolled in the Register of Notaries Public of Milan,
proceed to the drawing up and signing of the minutes of the Ordinary Shareholders' Meeting of the Company
"BANCA GENERALI - Società per Azioni",
with registered office in Trieste, at Via Machiavelli 4, with subscribed and paid-up share capital of 116,851,637.00 euros, tax code and registration number with the Register of Companies of Venezia Giulia 00833240328, R.E.A. (Economic and Administrative Index) No. 103698, VAT No. 01333550323, registered with the Bank Register under No. 5358, Parent Company of the "Banca Generali" Banking Group registered with the Banking Group Register, a company incorporated under the laws of Italy, managed and coordinated by ASSICURAZIONI GENERALI S.P.A., a company with shares listed on Euronext Milan, organised and managed by Borsa Italiana S.p.A. (the "Company"),
held on 16 April 2026it being noted that the said meeting was held exclusively through telecommunication systems, with me, the Notary Public, constantly attending the meeting proceedings, and it being also specified that I, the Notary, was connected from Milan, Corso Italia 6.
These minutes are drafted after the General Shareholders' Meeting, within the timeframe required for the timely fulfilment of the filing and publication obligations.
The proceedings of the General Shareholders' Meeting were as follows.
*****
On 16 April 2026, at 8:30 A.M., pursuant to Article 12 of the Articles of Association, ANTONIO CANGERI, in his capacity as the Chairman of the Board of Directors, takes the chair of the Shareholders' Meeting and welcomes the attendees.
Exercising the power as per Article 12, paragraph 3, of the Articles of Association, he requires me to act as the Notary to this General Shareholders' Meeting and draw up the minutes in the form of a public deed.
He also points out that the role of the Notary does not preclude the assistance of the Secretary whom he, pursuant to Article 12 of the Articles of Association and Article 10 of the Shareholders' Meeting Rules, appoints in the person of the Secretary of the Board of Directors, attorney-at-law Carmelo REALE. With reference to the place and the procedures for attending, voting and conducting this General Shareholders' Meeting, in accordance with the provisions of Article 106 of Italian Law Decree No. 18/2020 converted by Law No. 27/2020, the effects of which have been most recently extended by Decree Law No. 200 of 31 December 2025, the Chairman points out that the following has been established:
attendance to the General Shareholders' Meeting is only possible through the Appointed Representative pursuant to Article 135-undecies of Italian Legislative Decree No. 58 of 24 February 1998 (hereinafter "TUF") and, in any event, in accordance with applicable legislation in force from time to time. The Appointed Representative could have also been granted proxy and/or sub-proxy authorisations pursuant to Article 135-novies of TUF, in derogation from Article 135-undecies, paragraph 4, of the said Decree, in order to ensure the widest use of such remote voting system by all shareholders; pursuant to the said regulatory framework, the Company has exercised the option of holding its General Shareholders' Meeting solely via telecommunications systems, appropriate, in any event, to permitting the participants to be identified and to attend the meeting, and voting rights to be exercised by the entitled parties through the Appointed Representative whom they have delegated to do so;
in these circumstances, all parties entitled to attend the General Shareholders' Meeting have been ensured the right to attend through the telecommunication systems provided at the Company's offices in Milan, Corso Italia 6, while all shareholders have been entitled to attend the meeting proceedings through a passive streaming platform, accessible, after identification is provided, in the manner and according to the instructions that have been duly announced on the Company's website at the address https://www.bancagenerali.com/en/governance/attending-the-agm.
In order to ensure the orderly conduct of the proceedings, the Chairman points out that, to permit proper minute-taking, he will ask the Appointed Representative and those who are tasked with speaking to take the floor.
Pursuant to Article 125-bis of TUF and Article 9 of the Articles of Association, the notice of calling of the General Shareholders' Meeting scheduled for 16 April 2026 (first call) and 17 April 2026 (second call) was published on 17 March 2026 on the Company's website (www.bancagenerali.com) and on Borsa Italiana S.p.A.'s website (www.borsaitaliana.it), as well as through the authorised storage mechanism (www.emarketstorage.com)
He also points out that an excerpt of the notice of calling of the General Shareholders' Meeting was published on the Italian daily Milano Finanza on 17 March 2026.
The notice of calling was also disclosed to the market through the issuance of the related press release on 17 March 2026.
For the intents and purposes of the attendance and approval quora of this General Shareholders' Meeting, he specifies that as of today's date, the authorised share capital amounts to 119,378,836.00 euros, subscribed and paid-up for 116,851,637.00 euros, and is represented by 116,851,637 ordinary shares with no par value.
He informs that, at the record date (i.e., 7 April 2026), the Company directly held 2,941,396 ordinary treasury shares with no voting rights pursuant to Article 2357-ter of the Italian Civil Code.
He points out that, pursuant to Article 2368, paragraph 1, of the Italian Civil Code, the ordinary session of the General Shareholders' Meeting is deemed to be validly constituted, at first call, if at least half of the Company's overall share capital is represented at the said meeting - therefore excluding shares with no voting rights therein - and may pass resolutions by absolute majority of the voting stock represented at the meeting.
He notifies that the Directors' Reports on the motions concerning the items placed on the Agenda, pursuant to Article 125-ter of TUF, were published on the Company's website and filed with the Company's registered office, the operating offices in Milan, Corporate Affairs, at Piazza Tre Torri 1, and with Borsa Italiana S.p.A., as well as through the authorised storage mechanism (https://www.emarketstorage.com), and are available to the public.
He also highlights that the disclosure obligations imposed under Articles 73, 77, paragraph 1, 77, paragraph 2-bis, 84, paragraphs 1 and 2, 84-bis, 84-ter and 84-quater of the Consob Regulation approved by Resolution No. 11971 of 14 May 1999, as further amended and extended (the "Issuers' Regulation") have been duly fulfilled.
He also notifies that, given that the documentation regarding the various items on the Agenda was disclosed - as required by the applicable legislation - in advance of the date of the meeting, the Agenda will not be read out.
The Chairman reminds that the aforementioned documentation regarding the various items on the Agenda will be attached hereto.
He therefore notifies that he, in his capacity as Chairman of the Board of Directors, and me, the Notary, as well as Chief Executive Officer and General Manager Gian Maria MOSSA, are attending through telecommunication systems from the offices at Corso Italia 6; Directors Roberta Cocco, Paolo Ciocca and Cristina Zunino are attending through video conferencing, while the remaining Directors have justified their absence.
For the Board of Statutory Auditors, Acting Auditors Natale FREDDI (Chairman), Paola CARRARA and Giovanni Maria GAREGNANI are attending the General Shareholders' Meeting.
The Secretary of the Board of Directors, Carmelo REALE, is also attending through telecommunication systems from the offices at Corso Italia 6.
Studio Legale Trevisan & Associati, in the person of attorney-at-law Dario TREVISAN, designated by the Company as Appointed Representative pursuant to Article 135-undecies of TUF, is also attending through telecommunication systems from the offices at Corso Italia 6 and was granted by shareholders all proxies and/or sub-proxies, including pursuant to Article 135-novies of TUF, in derogation from Article 135-undecies, paragraph 4, of the said Decree (this by virtue of what is permitted by the provisions of Italian Decree Law No. 18/2020, converted by Law No. 27/2020, whose effects were most recently extended by Decree Law No. 200 of 31 December 2025).
In addition, pursuant to Article 4 of the Shareholders' Meeting Rules, some employees of the Bank are attending strictly for the purposes of providing support to the meeting proceedings.
He also points out that, solely for the purpose of streamlining the task of minute-taking, the meeting proceedings are audio recorded by the Company, pursuant to Article 6 of the Shareholders' Meeting Rules.
As per the Shareholders' Register, and the notices received pursuant to Article 120 of TUF, as well as other available information, the following parties hold, indirectly through the Appointed Representative, more than a 3% interest in the Company's share capital:
- Assicurazioni Generali S.p.A., which indirectly holds a total of 58,626,146 shares at record date (i.e., 7 April 2026), representing 50.1714% of share capital and 51.4570% of voting stock, of which: 38,573,769 shares are held through the subsidiary Generali Italia S.p.A., which therefore holds a
33.0109% stake in the overall share capital and 33.8567% of the voting stock; 11,110,000 shares are held through the subsidiary Generali Vie S.A., which therefore holds a 9.5078% stake in the overall share capital and 9.7514% of the voting stock; 8,434,446 shares are held through the subsidiary Alleanza Assicurazioni S.p.A., which therefore holds a 7.2181% stake in the overall share capital and 7.4030% of the voting stock; and 507,931 shares are held through the subsidiary Genertel S.p.A, which therefore holds a 0.4347% stake in the overall share capital and 0.4458% of the voting stock.
The Chairman informs that, as far as the Company is aware, there are no shareholders' agreements in place.
He therefore invites the Appointed Representative to report, in the name and on the account of the Shareholders he represents, the existence of any shareholders' agreements pursuant to Article 122 of TUF, it being noted that voting rights cannot be exercised through the Appointed Representative by any vote-holders who have failed to discharge their obligations to report and file shareholders' agreements pursuant to the above-mentioned Article 122, paragraph 1, of TUF.
The Appointed Representative therefore declares, to the best of his knowledge, that there are no shareholders' agreements pursuant to Article 122 of TUF.
The Chairman then points out that, pursuant to Article 5 of the Shareholders' Meeting Rules, he will ensure that the validity of the proxies is checked as required by the applicable law.
He then invites the Appointed Representative to report the number of Shareholders who sent their proxy and/or sub-proxy authorisations, pursuant to Articles 135-novies and 135-undecies of TUF, and will therefore vote indirectly through the Appointed Representative.
In this regard, the Appointed Representative takes the floor and reports having received No. 549 proxies with voting rights, equal to 88,336,227 ordinary shares of the Company and representing 75.60% of share capital.
The Chairman also asks the Appointed Representative to report the existence of any situations of lack of voting rights or exclusion from voting pursuant to the law, regulations and the Articles of Association. This is requested in reference to all votes.
Taking the floor, the Appointed Representative declares that, to the best of his knowledge, there are no situations of lack of voting rights or exclusion from voting pursuant to the law, applicable regulations and the Articles of Association in relation to all votes. He also declares that he received voting instructions for all the proposed resolutions concerning the items on the Agenda, unless otherwise indicated.
The Chairman also notes that, pursuant to the law, the personal data collected for the purposes of the General Shareholders' Meeting are processed by the Company in both electronic and paper format for the sole purposes of the regular conduct of the proceedings and proper minute-taking.
He observes that the list of the names of those participating by proxy, including all information required by the applicable legislation, will be appended hereto as an integral part of this document. He points out that the said list will be published and notified in compliance with statutory obligations, as well as made available on the Company's website (https://www.bancagenerali.com),
together with the minutes of all General Shareholders' Meetings held in recent years.
He also reminds that any and all persons interested in exercising the rights arising under applicable regulatory provisions, including the right to request and require any and all data pertaining to them to be updated, rectified or integrated, may do so by contacting Banca Generali's Data Protection Officer, who is placed in charge of liaising with data subjects.
He clarifies that votes will be cast as follows: for each item on the Agenda, the Appointed Representative will announce for which shares he has received votes in favour, against or abstaining, and/or the count of those not voting.
He reports that, in accordance with the applicable legislation, the number of shares filed for the purposes of this General Shareholders' Meeting was found to coincide with the communications required pursuant to the law, and that the right to admission to voting was found to be held by those entitled to participate in the meeting by proxy holding more than 3% of share capital with voting rights.
He also announces that the right to admission to voting was found to be held by those holding a qualified interest in the share capital pursuant to Italian Legislative Decree No. 385 of 1 September 1993.
On the basis of the Appointed Representative's statements, the Chairman therefore announces that at 8:45 A.M. there are 549 parties entitled to attend, taking part in the General Shareholders' Meeting by proxy, for a total of 88,336,227 ordinary shares conferring 88,336,227 votes and accounting for 75.60% of share capital.
At this point, the Chairman:
states that, during the discussion, no proposed resolutions may be submitted, nor may any questions pursuant to Article 127-ter of TUF may be raised, in accordance with Article 135-undecies.1, paragraphs 2 and 3, of TUF; any addresses - to be kept within reasonable time limits - shall be admitted solely if relevant to the motion put forward from time to time with reference to each item on the Agenda;
informs the Appointed Representative that any addresses will be summarised in the minutes, without prejudice to the right to submit the full written text thereof;
notifies that each voting shall take place by means of a statement made by the Appointed Representative, specifying the number of votes in favour, against or abstaining, as well as the number of shares not participating in the vote in question (non-voting).
He then reads the items on the Agenda of the General Shareholders' Meeting: AGENDA
Financial Statements at 31 December 2025 of the merged company Intermonte Partners SIM S.p.A.; relevant and ensuing resolutions.
Financial Statements at 31 December 2025.
Approval of the Financial Statements at 31 December 2025. Presentation of the Consolidated Financial Statements and the Annual Integrated Report. Directors' Report on Operations, Statutory Auditors' Report and Independent Auditors' Report.
Allocation of net profit for the year. Relevant and ensuing resolutions.
Remuneration and incentive policies of the banking group for 2026: examination of Section I prepared pursuant to Article 123-ter, paragraph 3, of
TUF; resolutions pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of TUF.
Report on the application of the banking group's remuneration and incentive policies in 2025: examination of Section II prepared pursuant to Article 123-ter, paragraph 4, of TUF; resolutions pursuant to Article 123-ter, paragraph 6, of TUF.
Motion to raise the ratio between the variable to fixed component of remuneration to 2:1; relevant and ensuing resolutions.
Long-Term Incentive Plan 2026, pursuant to Article 114-bis of TUF: granting of powers; relevant and ensuing resolutions.
Plan based on financial instruments of Banca Generali Group pursuant to Article 114-bis of TUF: granting of powers; relevant and ensuing resolutions.
Authorisation to buy back and dispose of treasury shares pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, as well as Article 132 of TUF and the related implementing provisions, in service of the Long Term Incentive Plan 2026 and the Plan based on financial instruments of Banca Generali Group; granting of powers; relevant and ensuing resolutions.
* * *
Before illustrating and discussing each item on the Agenda, the Chairman also informs that on 3 April 2026 and 7 April 2026, respectively, the Company received from shareholder Ottorino Massa (of the E.DI.VA association) and shareholder Jacopo Lucci certain questions to which the Company replied, within the time limits set out in the notice of calling, by means of publication in the appropriate section of the website. In accordance with Article 16 of the Shareholders' Meeting Rules, and pursuant to Article 2370 of the Italian Civil Code and Article 127-ter of TUF, he invites the Appointed Representative to present any shareholders' addresses regarding the items on the Agenda of which the Company may not be aware.
The Appointed Representative takes the floor and confirms that no addresses have been formulated, in respect of any of the items on the Agenda, by the parties entitled whom he represent.
* * *
The Chairman then moves on to deal with the first item on the Agenda, relating to the approval of the 2025 Financial Statements of the merged company Intermonte Partners SIM S.p.A. and the passing of any relevant and ensuing resolutions on this matter.
In this regard, it should be noted that, effective 23 February 2026, the company Intermonte Partners SIM S.p.A. was merged into Banca Generali S.p.A., following the resolution passed by the Board of Directors on 22 January 2026 and the subsequent deed of merger signed on 19 February 2026, as notarised by me under index No. 25953/15784 and effective 1 January 2026 for accounting purposes.
Shareholders are therefore invited to approve the Financial Statements for the year ended 31 December 2025 of Intermonte Partners SIM S.p.A.
He informs that the documentation related to the Financial Statements of the merged company Intermonte Partners SIM S.p.A. and the other documents specified in Article 2429 of the Italian Civil Code have been filed, within the terms provided for by law, with the Company's registered office, as well as with its operating offices in Milan, at Piazza Tre Torri 1, with Borsa Italiana
S.p.A. and through the authorised storage mechanism
(https://www.emarketstorage.com). The said documents have also been made available on the Company's website.
The Chairman points out that the auditing firm KPMG S.p.A., appointed as independent auditors in charge of auditing the Financial Statements of the merged company Intermonte Partners SIM S.p.A. for the year ended 31 December 2025, checking that the company's 2025 books and accounts were properly kept and that operations were accurately reported therein, as well as of audits related to the National Guarantee Fund, provided its services of 152 man-hours.
The amount accrued in respect of the aforesaid activities undertaken by the independent auditors, excluding VAT and expenses, totalled 12,660 euros.
He then invites the Chairman of the Board of Statutory Auditors to read out the conclusions set forth in the Statutory Auditors' Report on the Financial Statements of the company Intermonte Partners SIM S.p.A. for the year ended 31 December 2025.
The Chairman of the Board of Statutory Auditors reads out the conclusions set forth in said Report.
As the full text of the proposed resolution is contained in the Directors' Illustrative Report, published in accordance with the law and available to all attendees, the Chairman does not read it out, asking to transcript it in full in here under.
The proposed resolution reads as follows:
"The General Shareholders' Meeting of Banca Generali S.p.A., held in ordinary session,
having regard to the draft Financial Statements for the year ended 31 December 2025 of the merged company Intermonte Partners SIM S.p.A., prepared by the Board of Directors, on the whole and in respect of each of the items included therein, in accordance with the restrictions on reserves provided for by law, and any and all provisions therein proposed;
having regard to the Directors' Report on Operations, the Statutory Auditors' Report and the other documents attached to the draft Financial Statements;
resolves
to approve the Financial Statements for the year ended 31 (thirty-one) December 2025 (two thousand twenty-five) of the merged company Intermonte Partners SIM S.p.A.;
to fully carry forward the net profit reported by the merged company Intermonte Partners SIM S.p.A. for the year ended 31 (thirty-one) December 2025 (two thousand twenty-five) - amounting to 4,070,613 (four million seventy thousand six hundred thirteen) euros;
to vest the Chair of the Board of Directors and the Chief Executive Officer/General Manager, jointly and severally, including through special attorneys-in-fact, with full powers to undertake whatsoever may be necessary or useful to ensure the execution of this resolution."
With regard to the first item on the Agenda, the Chairman invites the General Shareholders' Meeting to vote on the Board of Directors' proposal to approve the Financial Statements for the year ended 31 December 2025 of Intermonte Partners SIM S.p.A. and, to this end, invites the Appointed Representative to express the voting instructions received.
The Appointed Representative states that the same number of attendees recorded at the opening of the meeting are participating in this vote, and that the votes are cast as follows:
88,143,072 votes in favour;
0 votes against;
193,155 votes abstaining.
The Chairman therefore declares that the aforementioned resolution is passed by majority.
* * *
The Chairman then moves on to discuss the second item on the Agenda, concerning the approval of the Separate Financial Statements for 2025, the presentation of the Consolidated Financial Statements at 31 December 2025 and the Annual Integrated Report - accompanied by the Reports of the Board of Directors, Board of Statutory Auditors and Independent Auditors and the relevant and ensuing resolutions on this matter -, as well as the allocation of net profit for the year and the relevant and ensuing resolutions on these matters.
As evidenced in the documentation made available to the shareholders attending the General Shareholders' Meeting, an Annual Integrated Report has been prepared that contains the Consolidated Report on Operations, the Separate Report on Operations and the Sustainability Statement drawn up pursuant to Italian Legislative Decree No. 125 of 6 September 2024, implementing Directive (EU) 2022/2464 of 14 December 2022 (Corporate Sustainability Reporting Directive - CSRD).
This document therefore includes Banca Generali Group's Consolidated Financial Statements for 2025, approved by the Board of Directors, and the Sustainability Statement, for which the law does not require shareholders' approval.
The Chairman also reminds that Article 123-bis of TUF requires the Directors' Report on Operations of entities issuing securities listed for trading on regulated markets to contain a specific section entitled "Report on Corporate Governance and Ownership Structure".
He informs that this Report - drawn up in accordance with the format issued by Borsa Italiana S.p.A. and setting forth the detailed information specified in the same statute, including, inter alia, information on whether or not Banca Generali has adopted the Corporate Governance Code recommended by the Corporate Governance Committee - was prepared as a separate document, approved by the Board of Directors and published together with the Financial Statements. This Report is available under section Governance/Corporate documents of Banca Generali's website (www.bancagenerali.com) to which reference is made for all detailed information.
As required pursuant to Consob Notice No. DAC/RM/96003558 of 18 April 1996, he points out that the auditing firm KPMG S.P.A., appointed as independent auditors in charge of auditing the Separate and Consolidated Financial Statements for the year ended 31 December 2025, and the limited review of the Half-Yearly Consolidated and Separate Financial Statements, as well as checking that the Company's 2025 books and accounts were properly kept and that operations were accurately reported therein, provided its services of 3,778 man-hours, including:
2,815 hours in respect of the Separate Financial Statements and for checking that the Company's books and accounts were properly kept and that operations were accurately reported therein, as well as for signing the Bank's tax returns;
250 hours in respect of the checks on the Financial Statements in the ESEF format;
208 hours in respect of the Consolidated Financial Statements;
505 hours for the limited review of the Condensed Half-yearly Separate and Consolidated Financial Statements at 30 June 2025.
The amount accrued in respect of the aforesaid activities undertaken by the independent auditors, excluding VAT and expenses, totalled 356,908 euros, including: 265,288 euros in respect of the Separate Financial Statements and for checking that the Company's books and accounts were properly kept and that operations were accurately reported therein; 20,300 euros in respect of the checks on the Financial Statements in the ESEF format; 19,875 euros in respect of the Consolidated Financial Statements; and 51,445 euros for the limited review of the Condensed Half-yearly Separate and Consolidated Financial Statements at 30 June 2025.
Finally, additional audit activities were performed relating to:
auditing of the annual reporting package for the Parent Company (200 hours, 18,706 euros);
auditing of the half-yearly reporting package (130 hours, 11,165 euros);
auditing of the National Guarantee Fund (35 hours, 2,338 euros);
checks for the purposes of obtaining the compliance certification for the 2025 tax returns (135 hours, 12,000 euros);
limited auditing for the purposes of inclusion of net profit in the accounting statements at 31 March 2025 and 30 September 2025 (237 hours, 23,209 euros);
limited examination of the Sustainability Statement (1,080 hours, 99,470 euros).
The Chairman then proceeds to comment on the results reported by Banca Generali and the Banking Group, reading out the report that is attached hereto.
He then invites the Chief Executive Officer and General Manager to illustrate the figures for the financial year ended 31 December 2025.
The Chief Executive Officer takes the floor and briefly illustrates the results for the financial year ended 31 December 2025, using the slides and related summary notes attached hereto.
The Chairman then invites the Chairman of the Board of Statutory Auditors to read out the conclusions set forth in the Statutory Auditors' Report on the Company's Financial Statements for the year ended 31 December 2025.
The Chairman of the Board of Statutory Auditors reads out the conclusions set forth in said Report.
As the full text of the proposed resolution is contained in the Directors' Illustrative Report, published in accordance with the law and available to all attendees, the Chairman does not read it out, asking to transcript it in full in hereunder.
The proposed resolution reads as follows:
"The General Shareholders' Meeting of Banca Generali S.p.A., held in ordinary session,
having regard to the draft Financial Statements for the year ended 31 December 2025, prepared by the Board of Directors, on the whole and in respect of each of the items included therein, in accordance with the restrictions on reserves provided for by law, and any and all provisions therein proposed;
having acknowledged that, on this date, the authorised share capital of 119,378,836.00 (one hundred nineteen million three hundred seventy-eight thousand eight hundred thirty-six and zero cents) euros is subscribed and paid up in the amount of 116,851,637 (one hundred sixteen million eight hundred fifty-one thousand six hundred thirty-seven) euros and is divided into 116,851,637 (one hundred sixteen million eight hundred fifty-one thousand six hundred thirty-seven) shares with no par value, and that, as of today, treasury shares total 2,941,396 (two million nine hundred forty-one thousand three hundred ninety-six);
- having regard to the Directors' Report on Operations, the Board Statutory Auditors' Report and the other documents attached to the draft Financial Statements;
resolves
to approve the Financial Statements for the year ended 31 (thirty-one) December 2025 (two thousand twenty-five);
to allocate the net profit for 2025, amounting to 455,551,371 (four hundred fifty-five million five hundred fifty-one thousand three hundred seventy-one) euros, as follows:
Net profit for the year: 455,551,371 (four hundred fifty-five million five hundred fifty-one thousand three hundred seventy-one) euros
Allocation to retained earnings: 116,681,624 (one hundred sixteen million six hundred eighty-one thousand six hundred twenty-four) euros;
Allocation per each of the 116,851,637 (one hundred sixteen million eight hundred fifty-one thousand six hundred thirty-seven) ordinary shares issued of
a dividend of 2.20 (two point twenty) euros per share, to be paid in May 2026: 257,073,601 (two hundred fifty-seven million seventy-three thousand six hundred one) euros;
a dividend of 0.70 (zero point seventy) euros per share, to be paid in February 2027: 81,796,146 (eighty-one million seven hundred ninety-six thousand one hundred forty-six) euros;
for a total of 338,869,747 (three hundred thirty-eight million eight hundred sixty-nine thousand seven hundred forty-seven) euros;
to pay the approved dividend as follows, net of any legal withholdings applicable:
2.20 (two point twenty) euros per share, ex-date 18 (eighteen) May 2026 (two thousand twenty-six); record date 19 (nineteen) May 2026 (two thousand twenty-six), and payment date 20 (twenty) May 2026 (two thousand twenty-six);
0.70 (zero point seventy) euros per share, ex-date 22 (twenty-two) February 2027 (two thousand twenty-seven); record date 23 (twenty-three) February 2027 (two thousand twenty-seven), and payment date 24 (twenty-four) February 2027 (two thousand twenty-seven);
to allocate to the retained earnings reserve any portion of dividends not distributed to treasury shares that the Bank may hold at the record date and
of outstanding shares subject to retention pursuant to the Remuneration Policies;
to increase by 230,947 (two hundred thirty thousand nine hundred forty-seven) euros the reserve pursuant to Article 6, paragraph 1(a), of Legislative Decree No. 38/2005 by drawing the amount from the retained earnings reserve;
to vest the Chair of the Board of Directors and the Chief Executive Officer/General Manager, jointly and severally, including through special attorneys-in-fact, with full powers to undertake whatsoever may be necessary or useful to ensure the execution of this resolution."
Pursuant to Borsa Italiana S.p.A.'s Regulation, the Company's ordinary shares will be traded without dividend entitlement with effect from the date to be identified by the Board of Directors when verifying satisfaction of the conditions set out in the aforesaid resolution.
The Chairman therefore begins the voting procedure, which consists of two expressions of the shareholders' will: (i) a first voting for approving the Financial Statements for the year ended 31 December 2025, and (ii) a second voting relating to the allocation of net profit for the year.
With regard to item 2.1 on the Agenda, the Chairman invites the Shareholders' Meeting to vote on the Board of Directors' proposal to approve the Separate Financial Statements for the year ended 31 December 2025 and, to this end, invites the Appointed Representative to express the voting instructions received.
The Appointed Representative states that the same number of attendees recorded at the opening of the meeting are participating in this vote, and that the votes are cast as follows:
88,057,840 votes in favour;
0 votes against;
278,387 votes abstaining.
The Chairman therefore declares that the aforementioned resolution is passed by majority.
With regard to item 2.2 on the Agenda, the Chairman invites the Shareholders' Meeting to vote on the Board of Directors' proposal for the allocation of net profit for the year and, to this end, invites the Appointed Representative to express the voting instructions received.
The Appointed Representative states that the same number of attendees recorded at the opening of the meeting are participating in this vote, and that the votes are cast as follows:
88,336,227 votes in favour;
0 votes against;
0 votes abstaining.
The Chairman therefore declares that the aforementioned resolution is passed unanimously.
* * *
The Chairman then moves on to discuss the third item on the Agenda, concerning the approval of the remuneration and incentive policies of the banking group.
The Chairman points out that the General Shareholders' Meeting is called to resolve on the Report on Remuneration Policy and Compensations Paid, pursuant to Article 123-ter of TUF and Article 84-quater of the Issuers'
Regulation, adopted by Consob with Resolution No. 11971 of 14 May 1999, as well as to Article 5 of the Corporate Governance Code. The Remuneration Report is drawn up in compliance with Layout 7-bis of Annex 3A of the Issuer's Regulation (and more generally in accordance with the overall legal framework and the applicable regulation in force) and consists of two sections: the first illustrates the Company's and the Banking Group's proposed remuneration and incentive policy for the members of the administrative bodies, general managers, other managers with strategic responsibilities, members of the control bodies and, pursuant to the Supervisory Provisions of the Bank of Italy, the remaining personnel, for 2026, as well as the procedures followed for the adoption and implementation of such policy; the second highlights the procedures through which the remuneration and incentive policy of the Company and the Banking Group for 2025 was implemented in 2025, also providing analytical disclosure of the compensation actually paid.
While referring to the Remuneration Report for detailed information, in accordance with the cited Bank of Italy and Consob regulations, he submits for approval to the General Shareholders' Meeting the contents of Section 1 of the Remuneration Report, which, as mentioned above, lays down the remuneration and incentive policies proposed by the Company and the Group and the procedures to be followed to adopt and implement these policies.
The Chairman clarifies that the vote of the General Shareholders' Meeting is binding in respect of said Section 1 of the Remuneration Report.
Pursuant to the Bank of Italy's Supervisory Provisions, he also reminds that:
in defining the remuneration and incentive policies, the compliance function is required to assess the compatibility of the said policies with the regulatory framework of reference, with a specific focus, inter alia, on the extent to which the Company's incentive system is in line with the objectives of compliance with regulations and the Articles of Association, as well as any and all other codes of ethics and rules of conduct that the Bank is required to comply with, so as to appropriately contain the legal and reputational risks associated, in particular, with customer relations;
the internal audit function is called upon to verify, at least annually, the extent to which remuneration practices are compliant with the approved policies and the Bank of Italy's Supervisory Provisions.
He then informs that an excerpt of the results of the aforesaid checks, which regard to (i) the compatibility of the Group's remuneration and incentive policies for 2026 with the applicable regulatory framework of reference, and
(ii) the operating compliance of remuneration practices with regulations and the remuneration policies approved by the General Shareholders' Meeting on 17 April 2025, is included in the Remuneration Report.
He also reminds that, pursuant to the Bank of Italy's Provisions, the Remuneration Committee is required to duly report to corporate bodies, including the General Shareholders' Meeting, on the activities it has undertaken in respect of remuneration policies and that such report is also included in the documentation published, to which reference is fully made.
As the full text of the proposed resolution is contained in the Directors' Illustrative Report, published in accordance with the law and available to all attendees, the Chairman does not read it out, asking to transcript it in full in hereunder.
The proposed resolution reads as follows:
"The General Shareholders' Meeting of Banca Generali S.p.A., held in ordinary session,
having examined the Report on Remuneration Policy and Compensations Paid prepared pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998 and Bank of Italy Circular No. 285, Part I, Title IV, Chapter 2, dated 17 December 2013 currently in force;
having acknowledged the results of the checks carried out by the internal audit and compliance functions;
having acknowledged the activities undertaken by the Remuneration Committee in such regard;
resolves to approve the Section 1 of the 2026 Report on Remuneration Policy and Compensations Paid, which illustrates the remuneration and incentive policy of the Company and Group and the procedures for its adoption and implementation and the criteria for determining any amounts to be paid in the event of early termination of the employment or early termination of the post, including limits on such amounts in terms of annual fixed remuneration and the maximum amount that results from the application thereof;
resolves to place the Board of Directors in charge of implementing the remuneration and incentive policies, allowing the same to appoint one of its members to concretely implement such policies."
With regard to the third item on the Agenda, the Chairman invites the Shareholders' Meeting to vote on the Board of Directors' proposal to approve the remuneration and incentive policies of the banking group for 2026 and, to this end, invites the Appointed Representative to express the voting instructions received.
The Appointed Representative states that the same number of attendees recorded at the opening of the meeting are participating in this vote, and that the votes are cast as follows:
87,808,337 votes in favour;
519,525 votes against;
8,365 votes abstaining.
The Chairman therefore declares that the aforementioned resolution is passed by majority.
* * *
The Chairman then moves on to discuss the fourth item on the Agenda, concerning the report on the approval of the banking group's remuneration and incentive policies in 2025.
He points out that the General Shareholders' Meeting is called to examine Section 2 of the Remuneration Report, which provides an account of the methods by which the remuneration policy was implemented in 2025 and also discloses the remuneration actually paid.
He clarifies that the vote of the Shareholders' Meeting on Section 2 of the Remuneration Report is non-binding.
As the full text of the proposed resolution is contained in the Directors' Illustrative Report, published in accordance with the law and available to all attendees, the Chairman does not read it out, asking to transcript it in full in hereunder.
The proposed resolution reads as follows:
"The General Shareholders' Meeting of Banca Generali S.p.A., held in ordinary session,
having examined the Report on Remuneration Policy and Compensations Paid prepared pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998 and Bank of Italy Circular No. 285, Part I, Title IV, Chapter 2, dated 17 December 2013 currently in force;
having acknowledged the results of the checks carried out by the internal audit and compliance functions;
having acknowledged the activities undertaken by the Remuneration Committee in such regard;
having acknowledged the content of the Report on the application in 2025 of the remuneration policies approved by the General Shareholders' Meeting on 17 April 2025 included in the 2026 Report on Remuneration Policy and Compensations Paid, resolves to express a favourable opinion on Section 2 of the 2026 Report on Remuneration Policy and Compensations Paid." With regard to the fourth item on the Agenda, the Chairman invites the Shareholders' Meeting to vote on the Board of Directors' proposal to approve the report on the implementation of the banking group's remuneration and incentive policies in 2025 and, to this end, invites the Appointed Representative to express the voting instructions received.
The Appointed Representative states that the same number of attendees recorded at the opening of the meeting are participating in this vote, and that the votes are cast as follows:
87,873,181 votes in favour;
229,204 votes against;
233,842 votes abstaining.
The Chairman therefore declares that the aforementioned resolution is passed by majority.
* * *
The Chairman than moves on to deal with the fifth item on the Agenda, concerning the motion to raise the ratio between the variable to fixed component of remuneration to 2:1.
He firstly reminds the matters illustrated during discussion of the previous item on the Agenda concerning the Bank of Italy's provisions governing remuneration and incentive policies and practices and the objectives of such regulations.
The provisions on the remuneration and incentive policies and practices relevant for the purposes of this motion refer to:
the introduction, for Key Personnel only, of a maximum 1:1 ratio of the variable to fixed component of remuneration;
the power granted to the General Shareholders' Meeting for raising the said ratio above the level established in the preceding point, provided that certain conditions are met and, in any event, up to no more than 2:1.
The same provisions also require the Board of Directors to forward the related motion to the Bank of Italy, at least 60 days before the date established for the General Shareholders' Meeting called to examine the said motion, and to subsequently file the resulting resolution, with indication of the approved ratio or ratios for each personnel category concerned, with the Bank of Italy within no more than 30 days following its passage.
In this regard, the motion submitted to your attention calls for the approval - solely for a limited number of corporate functions - of a maximum ratio of 200% (2:1 ratio) of the variable to fixed component of remuneration, as permitted by Part I, Title IV, Chapter 2 of Bank of Italy Circular No. 285/2013. Details regarding the relevant corporate functions and the grounds supporting the proposed resolution are included in the Board of Directors' aforementioned Report attached hereto.
He also informs that the proposal to raise the ratio of the variable to fixed component of remuneration to 2:1 has been set out with the favourable opinion of the Remuneration Committee.
As the full text of the proposed resolution is contained in the Directors' Illustrative Report, published in accordance with the law and available to all attendees, the Chairman does not read it out, asking to transcript it in full in hereunder.
The proposed resolution reads as follows:
"The Shareholders' Meeting of Banca Generali S.p.A., held in ordinary session
having regard to Part 1, Title IV, Chapter 2 of the Bank of Italy's Circular No. 285/2013 concerning "Remuneration and Incentive Policies and Practices";
having regard to the text of the motion raised by the Board of Directors with regard to increasing, in respect of specific persons, to 2:1 the ratio of the variable to fixed component of remuneration, as set forth in the Board of Directors' Report;
having acknowledged the persons identified in the Report, as mentioned in the preceding point, and the grounds underlying the motion itself;
having determined that the motion itself does not compromise compliance with prudential rules, and in particular, regulations pertaining own funds requirements;
having considered that Article 13 of the Articles of Association provides for the possibility of setting a higher limit for the ratio of the variable to fixed component of remuneration, up to a maximum of 2:1;
resolves
to establish the maximum extent of the ratio of the variable to fixed component of remuneration at 2:1 for the following corporate functions and persons:
Members of the Top Management (Chief Executive Officer/General Manager, Deputy General Manager Products, Wealth and Assets Management, Deputy General Manager Distribution);
Heads of the following functions: General Counsel & Sustainability, Investment Center, COO & Innovation, Chief Communication Office & External Relations, Wealth Advisory, Commercial Networks, Assets under Administration, Products;
Main network managers: 14 Sales Managers, 2 Managers providing cross-cutting support to recruiting activities and the development of the so-called "flexible portfolios", 2 Managers so-called "Senior Partners" supporting network management;
Financial Advisors, qualifying as Key Personnel for 2026, beneficiaries of the 2022-2024 three-year Incentive Plan, other than those falling within the scope of the previous paragraph;
to entrust the Board of Directors with the implementation of the approved resolution, including with the power to delegate to any of the Board's members all concrete steps to be taken to ensure such implementation."
With regard to the fifth item on the Agenda, the Chairman invites the Shareholders' Meeting to vote on the Board of Directors' motion to raise the ratio between the variable to fixed component of remuneration to 2:1 and, to this end, invites the Appointed Representative to express the voting instructions received.
The Appointed Representative states that the same number of attendees recorded at the opening of the meeting are participating in this vote, and that the votes are cast as follows:
88,336,127 votes in favour;
100 votes against;
0 votes abstaining.
The Chairman therefore declares that the aforementioned resolution is passed by majority.
* * *
The Chairman moves on to discuss the sixth item on the Agenda, concerning the approval of the Long-Term Incentive Plan 2026, pursuant to Article 114-bis of TUF.
Pursuant to Article 114-bis of TUF, he submits to the General Shareholders' Meeting the adoption of a Long-Term Incentive Plan called "2026 LTI Plan", approved by the Board of Directors during its meeting of 4 March 2026 (the "Plan").
For definitions and an illustration of the content and provisions of the Plan, reference should be made to the Plan Information Document, drafted in accordance with Article 114-bis of TUF and Article 84-bis of the Issuers' Regulation and made available to the public according to the terms and conditions mandated by applicable legislation.
The Plan, in line with applicable regulations, as well as the best practices (including the principles and recommendations of the Corporate Governance Code), intends to pursue the objective of increasing the value of the Bank Shares ("Shares"), meanwhile aligning the economic interest of its Beneficiaries to those of the stakeholders. The Plan has the following objectives:
to determine a connection with the component of variable remuneration linked to the medium-long term objectives and the value creation for the shareholders, in any event taking into account sustainability at the Banking Group level and the results actually achieved;
to develop the culture of performance in accordance with the Group's logic;
to contribute to the creation of a balanced mix between fixed and variable elements of the Beneficiaries' remuneration;
to retain the members of the Banking Group's management.
In particular, the Plan aims to reinforce the link between the remuneration of Beneficiaries and the performance of the Bank and the Banking Group.
To achieve these objectives, it was decided to:
pay a component of the variable remuneration in the form of Shares and only at the achievement of specific Objectives;
define a three-year vesting period;
provide for specific malus and claw-back clauses.
The details of the recipients, the methods and clauses for the implementation of the Plan, the methods for determining the prices and criteria for determining the prices for the subscription or purchase of the shares, the shares' retention periods, with particular reference to the terms within which the subsequent transfer to the Company itself or to third parties is permitted or prohibited and, in general, the reasons supporting the proposed resolution are contained in the aforementioned Board of Directors' Report, attached hereto.
He also reports that the 2026 LTI Plan has been set out with the favourable opinion of the Remuneration Committee.
As the full text of the proposed resolution is contained in the Directors' Illustrative Report, published in accordance with the law and available to all attendees, the Chairman does not read it out, asking to transcript it in full in hereunder.
The proposed resolution reads as follows:
"The General Shareholders' Meeting of Banca Generali S.p.A., in its ordinary session,
having regard to the Board of Directors' Report on this item on the Agenda;
having regard to the Long-Term Incentive Plan "2026 LTI Plan", prepared pursuant to Article 114-bis of TUF and Article 84-bis of the Issuers' Regulation, to which reference is made;
having regard to Article 114-bis of TUF and the regulatory provisions issued by Consob;
resolves
to approve, pursuant to and for the intents and purposes of Article 114-bis TUF, the adoption of the Plan reserved to executive directors, top managers, as well as other members of the personnel of Banca Generali S.p.A .- with the exception of the control functions - and/or other members of the personnel of Subsidiaries of the Banca Generali S.p.A. Banking Group, subject to the terms, conditions and procedures set forth in the related Information Document attached to the Director's Report to which reference is made;
to confer on the Board of Directors the broadest powers to implement the Plan, including, without limitation, authority to: (i) determine and draw up any and all related implementing provisions; (ii) identify the beneficiaries of the Plan and set performance targets; (iii) determine the number of Banca Generali S.p.A. shares available for allotment as well as the number of Shares to be granted to each beneficiary; (iv) effect the aforesaid Share allotment or disbursements of the cash settlement; (v) discharge any and all formalities and submission, filing, disclosure and/or other obligations or requirements as may be necessary or useful to properly administer and implement the Plan and the Plan rules with the broadest powers to delegate all or some of the aforesaid powers and authority to the Chief Executive Officer pro tempore. In making the relevant decisions, the Board of Directors will act upon prior non-binding opinion of the Remuneration Committee and - in the cases set out in Article 2389, paragraph 3, of the Civil Code - after hearing the opinion of the Board of Statutory Auditors."
With regard to sixth item on the Agenda, the Chairman invites the Shareholders' Meeting to vote on the Board of Directors' proposal to approve the 2026 LTI Plan and, to this end, invites the Appointed Representative to express the voting instructions received.
The Appointed Representative states that the same number of attendees recorded at the opening of the meeting are participating in this vote, and that the votes are cast as follows:
88,245,514 votes in favour;
90,713 votes against;
0 votes abstaining.
The Chairman therefore declares that the aforementioned resolution is passed by majority.
* * *
The Chairman moves on to discuss the seventh item on the Agenda, concerning the approval of the Plan based on financial instruments of Banca Generali Group pursuant to Article 114-bis of TUF.
He submits for the approval of the General Shareholders' Meeting, pursuant to Article 114-bis of TUF, the adoption of a an overall plan based on financial instruments for 2026 (the "Plan") for the key personnel of the Group of which Banca Generali is the Parent Company, i.e., persons whose activities have or may have a significant impact on the risk profile of the Bank or the Group, or key personnel identified by the Bank's subsidiaries in compliance with industry regulations.
The details of the recipients, the reasons and, in general, the content of the proposed resolution are described in the Board of aforementioned Directors' Report, attached hereto.
He reports that the document Incentive System and Other Forms of Variable Remuneration has been set out with the favourable opinion of the Remuneration Committee.
As the full text of the proposed resolution is contained in the Directors' Illustrative Report, published in accordance with the law and available to all attendees, the Chairman does not read it out, asking to transcript it in full in hereunder.
The proposed resolution reads as follows:
"The General Shareholders' Meeting of Banca Generali S.p.A., held in ordinary session,
having regard to the Board of Directors' Report on this item on the Agenda;
having regard to the plan based on financial instruments, prepared pursuant to Article 114-bis of TUF and Article 84-bis of the Issuers' Regulation, to which reference is made;
having regard to Article 114-bis of TUF and the regulatory provisions issued by Consob;
resolves
to approve, pursuant to Article 114-bis of TUF, the adoption of the Plan based on financial instruments for key personnel identified by the Bank and its subsidiaries, the terms, conditions and mechanisms of which are described in the relevant Information Document, attached to the Board of Directors' Report, to which reference is made;
to grant the Board of Directors and, through it, to its Chairperson and to the Chief Executive Officer, severally and not jointly and with the express power to sub-delegate third-parties (also not members of the Board of Directors), all powers to effect complete and full implementation of the Plan, in accordance with the terms and conditions set out in the Information Document on the incentive plan based on financial instruments of Banca Generali Group, to
which reference is made. In passing all relevant resolutions, the Board of Directors will act on the basis of a non-binding opinion of the Remuneration Committee and - in the cases set out in Article 2389, paragraph 3, of the Italian Civil Code - after considering the opinion of the Board of Statutory Auditors."
With regard to the seventh item on the Agenda, the Chairman invites the Shareholders' Meeting to vote on the Board of Directors' proposal to approve the Plan based on financial instruments of Banca Generali Group and, to this end, invites the Appointed Representative to express the voting instructions received.
The Appointed Representative states that the same number of attendees recorded at the opening of the meeting are participating in this vote, and that the votes are cast as follows:
88,245,614 votes in favour;
90,613 votes against;
0 votes abstaining.
The Chairman therefore declares that the aforementioned resolution is passed by majority.
* * *
The Chairman then move on to deal with the eighth item on the Agenda, concerning the request for the authorisation to buy back and dispose of treasury shares in service of the Long Term Incentive Plan 2026 and the Plan based on financial instruments of Banca Generali Group (which also includes the incentive systems and other share-based variable remuneration approved by the SIM firm controlled by the Bank and regarding financial years prior to its acquisition), as per the preceding items on the Agenda.
He firstly points out that, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, as well as Article 132 of TUF, the General Shareholders' Meeting held on 17 April 2025 authorised the buy-back, in one or more tranches, of a maximum of 390,780 ordinary shares for a period of 12 months, commencing on the date of the aforementioned authorisation by the Bank of Italy, subsequently obtained on 29 July 2025 (and ending on 29 July 2026).
The authorisation called for, inter alia, the disposal of the treasury shares for the following purposes:
the share-based payment of a portion of Key Personnel's variable remuneration, in accordance with applicable laws and regulations, in particular the Supervisory Provisions issued by the Bank of Italy concerning remuneration and incentive policies and procedures (cf. Bank of Italy Circular No. 285 of 17 December 2013, Supervisory Provisions for Banks, Title IV, Chapter 2, "Remuneration and Incentive Policies and Procedures"; or the "Circular");
the assignment to the beneficiaries of the long-term incentive plan, based exclusively on shares, called "2025 LTI Plan", of a number of Banca Generali shares upon achievement of pre-set objectives relating to the Banca Generali Banking Group;
the share-based payment of a portion of the variable remuneration of Intermonte Group's Key Personnel accrued before the acquisition by Banca Generali, in compliance with the provisions of the applicable laws and regulations governing remuneration.
He reports that the aforementioned authorisation has been fully executed by buying back the maximum amount of 390,780 shares throughout 2025.
He informs that, considering the shares needed to implement the remuneration policies and incentive plans of the Bank and (after completion of the governance and authorisation procedures, where necessary) of the related Bank's subsidiaries in 2026, the Board of Directors deems it appropriate to propose that the Shareholders' Meeting issues a new authorisation conditional upon the Bank of Italy's authorisation being obtained pursuant to Articles 77 and 78 of CRR and in compliance with the following limits set forth by the said provisions, for the purpose of buying back a maximum number of 208,875 ordinary shares of Banca Generali, currently representing 0.18% of the Company's share capital, and the subsequent disposal of the same, following the revocation of the previous authorisation of 17 April 2025.
The detailed reasons for which the authorisation to buy back and dispose of treasury shares is requested and, in general, the content of the proposed resolution are described in the aforementioned Board of Directors' Report, attached hereto.
He points out that this item as well was placed on the Agenda with the favourable opinion of the Remuneration Committee.
As the full text of the proposed resolution is contained in the Directors' Illustrative Report, published in accordance with the law and available to all attendees, the Chairman does not read it out, asking to transcript it in full in hereunder.
The proposed resolution reads as follows:
"The General Shareholders' Meeting of Banca Generali S.p.A., held in ordinary session,
having regard to Articles 114-bis and 132 of Italian Legislative Decree No. 58 of 24 February 1998, as further extended and amended;
having regard to Articles 2357 and 2357-ter of the Italian Civil Code;
having acknowledged that the number of Banca Generali shares currently held by the Company and its subsidiaries fall well within the limit imposed under Article 2357, paragraph 3, of the Italian Civil Code;
having regard to the Board of Directors' Report on this item on the Agenda;
having regard to the Financial Statements for the year ended 31 December 2025, that have just received Shareholder approval,
resolves
to revoke, as needed, the previous authorisation of 17 (seventeen) April 2025 (two thousand twenty-five), as it was fully executed, and to authorise, with regard to the shares in service of remuneration policies, within the meaning of Articles 2357 and 2357-ter of the Italian Civil Code, the buy-back of no more than 208,875 (two hundred eight thousand eight hundred seventy-five) ordinary shares issued by Banca Generali S.p.A., with no nominal value, as well as the disposal, in one or more tranches, of the treasury shares, including those purchased upon implementation of this resolution, subject to the following terms and conditions:
the authorisation is limited to purchases to be effected for the purposes specified;
the minimum purchase price of ordinary shares cannot be lower than 1.00 euro (one euro and zero cents). The maximum purchase price cannot exceed
5% (five per cent) of the reference price of the stock on the trading day preceding the day on which each buy-back is made; in any event, the Company shall purchase the aforementioned shares at a price not exceeding
65.90 (sixty-five point ninety) euros per share, corresponding to the closing price of Banca Generali S.p.A. stock on 13 March 2026, prudentially increased by 30% (thirty per cent);
the total value of the shares purchased cannot exceed, in any event, the maximum limit set forth by Article 78 of CRR, determined as equal to 46.0 (forty-six and zero cents) million euros;
authorisation for buy-back is granted for a period of eighteen months, commenting on the date in which the Shareholders' Meeting passes the relevant resolution, without prejudice to the fact that the said authorisation will have a term of twelve months as of the date of the Bank of Italy's authorisation pursuant to Articles 77 and 78 of CRR, whilst authorisation for disposal is granted without any time limit whatsoever, and can be exercised in one or more tranches, in order to enable the achievement of the specified objectives;
the buy-back will be carried out within the limits of distributable profits and unrestricted reserves, as per the latest duly approved Financial Statements;
treasury share buy-back will be made, pursuant to Article 144-bis, paragraph 1(b), of the Issuers' Regulation, in accordance with the operating procedures set forth in the organisational and operating rules of the markets themselves, so as to ensure equal treatment for all Shareholders. Accordingly, the buy-back shall be made exclusively, including in several tranches, on regulated markets organised and managed by Borsa Italiana S.p.A., pursuant to operating procedures established by the latter which do not allow for the direct matching of buy orders with predetermined sell orders;
to determine that Banca Generali S.p.A.'s treasury shares and the shares purchased as per resolution in point 1 above may be granted, in whole or in part, without any time limit whatsoever and free of charge, to the personnel identified by Banca Generali S.p.A. as falling within the category of Key Personnel pursuant to the applicable laws and regulations, of those identified as Key Personnel by subsidiaries that are required to adopt specific remuneration policies in compliance with local and/or industry regulations, the beneficiaries of the long-term incentive plan called 2026 LTI Plan, as well as
- provided that any and all regulatory requirements and conditions have been duly met - for the purposes of the payment of the variable component of remuneration and the compensation agreed upon in view or in the event of early termination of the professional relationship or the position held;
to authorise the Chief Executive Officer, with powers of sub-delegation to:
proceed with the execution of this resolution, also by, inter alia, identifying the reserve funds to compose the negative item in equity, as contemplated under Article 2357-ter of the Italian Civil Code, in accordance with legal provisions, as well as to also use treasury shares that, at present, are already held by the Company, for the purposes specified herein;
establish the procedures, timetable and all the executive and other terms, with a view to ensuring the optimal execution of this resolution, effecting for such purpose any and all related assessments and checks, and proceeding with any and all related formalities, filings and submissions, without exclusion or exception whatsoever."
* * *
With regard to the eighth item on the Agenda, the Chairman invites the Shareholders' Meeting to vote on the Board of Directors' proposal to authorise to buy back and dispose of treasury shares and, to this end, invites the Appointed Representative to express the voting instructions received.
The Appointed Representative states that the same number of attendees recorded at the opening of the meeting are participating in this vote, and that the votes are cast as follows:
88,306,518 votes in favour;
21,344 votes against;
8,365 votes abstaining.
The Chairman therefore declares that the aforementioned resolution is passed by majority.
* * *
Having disposed to all the items placed on the Agenda, the Chairman declares the General Shareholders' Meeting closed at 9:35 A.M.
* * *
On the Chairman's request, the following documents are also attached hereto: "A" List of attendees and voting results;
"B" Questions received pursuant to Article 125-ter and the related answers; "C" Illustrative Reports on the Items on the Agenda (in a single document); "D" Chairman's Report on the second item on the Agenda;
"E" Chief Executive Officer's slides and summary notes on the main results contained in the 2025 Financial Statements.
* * * * * Copies and processing of personal data
The Chairman acknowledges that the Notary is required to issue copies, excerpts and certificates relating to these minutes to any person who so requests.
The Chairman authorises the Notary to send - including through the notarial firm's document-sharing platform - copies, excerpts and certificates of these minutes and the related filings, together with the personal data contained therein, to the Company, as well as to the professionals and/or representatives designated by it.
Personal data are processed for the purposes and in the manner set out in the privacy notice made available on the notarial firm's website and at its offices.
I, the Notary, sign these minutes at 4:00 P.M. of this twenty-nine April two thousand twenty-six.
This deed, typed electronically by a person of my trust and completed by me, the Notary, in handwriting, consists of twelve sheets and covers twenty-three pages up to this point.
Signed Mario Notari