Report on Remuneration Policy and Compensations Paid

REPORT ON REMUNERATION POLICY AND COMPENSATIONS PAID

Report on Remuneration Policy and Compensations Paid

This document has been translated from that issued in Italy, from the Italian into the English language, solely for the convenience of international readers. The Italian version remains the definitive version.

Contents

Company Bodies 5

Letter of the Chairwoman of the Remuneration Committee 6

SECTION 1 - REMUNERATION AND INCENTIVE POLICY 9

Main Elements of the Remuneration and Incentive Policies 2026 (Remuneration Policy) 10

1. Remuneration Policy 2026 14

   The Objectives of the Remuneration Policy 14

   Gender-neutrality of the Remuneration Policy 20

   Regulatory Framework 21

   New Aspects of the Remuneration Policy 22

   Dialogue with Investors 23

2. Recipients of the Remuneration Policy 24

   1. Key Personnel 24

3. Bodies Involved in Defining, Approving, Revising, Where Necessary, and Implementing

   the Remuneration Policy 28

   1. General Shareholders' Meeting 28

   2. Board of Directors 28

   3. Remuneration Committee 29

   4. Governing Body 31

   5. Board of Statutory Auditors 31

   6. Company Control Functions 31

   7. Chief People Office and Other Functions 32

4. Temporary Derogations in Exceptional Circumstances 34

5. Remuneration Policy 35

   1. Fixed Components of Remuneration for Employees 35

   2. Variable Components of Remuneration for Employees 36

   3. Short-Term Incentives 39

   4. Medium-to-Long Term Incentive Plans: Long Term Incentive 45

   5. One-off Payments 48

   6. Entry Bonuses and/or Buy-outs 49

   7. Retention Bonuses 49

6. Other Features of the Remuneration System 50

   1. Term of Contracts, Advance Notice and Indemnity Mechanisms in the Event of Early

      Termination of the Relationship 50

   2. Stability Pacts, Extension of Notice and Non-Competition Agreements 53

   3. Share plan for Generali Group employees 53

7. The Pay Mix by Role and Functions 55

   1. Company Bodies 55

   2. Employees 56

   3. Remuneration of the Network: Focus on Transparency in the Sale of Banking Products and Services 59

8. Financial Advisors Authorised to Make Off-Premises Offers 61

   1. Information on the Type of Relationship 61

   2. Remuneration of Financial Advisors and Managers 61

   3. Positions falling within Key Personnel 63

   4. Additional Benefits to the Recurring Remuneration 63

   5. Retention policies 64

9. Personnel of Investment Firms 65

SECTION 2 - REPORT ON COMPENSATION PAID 67

Introduction 68

1. Verification of the 2025 Incentive System and 2023 Long Term Incentive plan 69

2. Information on Remuneration by Role and Functions 74

   1. Remuneration of Company Directors 74

   2. Remuneration of Members of the Board of Statutory Auditors 74

   3. Remuneration of the Chief Executive Officer and General Manager 74

   4. Remuneration of Other Managers with Strategic Responsibilities 75

   5. Remuneration of other Key Personnel 76

   6. Remuneration for Other Employees 76

3. Information on the Remuneration of Financial Advisors 78

4. Equal Pay Gap 80

5. Tables 81

   1. Tables pursuant to the Issuers' Regulation 82

   2. Tables pursuant to the Bank of Italy provisions - 7thupdate to Circular No. 285 of 17 December 2013, Part I, Title IV, "Corporate Governance, Internal Controls, Risk Management" - Chapter 2,

"Remuneration and Incentive Policies and Practices" - Section VI - Article 450 CRR (EU Regulation 575/213) 90

Template EU REM1: Remuneration awarded for the financial year 90

Template EU REM2: Special payments to staff whose professional activities have a material impact

on institutions' risk profile (Key Personnel) 91

Template EU REM3: Deferred remuneration 92

Template EU REM4: Remuneration of 1 million EUR or more per year 94

Template EU REM5: Information on remuneration for all staff whose professional activities have

a material impact on institutions' risk profile (Key Personnel) 94

VERIFICATION OF CONTROL FUNCTIONS 97

Compliance Function's Review of 2025 Remuneration Policies for Compliance with Applicable Regulations 98

Activities and Review of the Internal Audit Function on the Remuneration and Incentive Policies

of the Banca Generali Banking Group 100

Remuneration Committee's Report on Activities Carried Out with Regard to the Remuneration Policy 102

Company Bodies

Banca Generali S.p.A. Administrative and Control Bodies

Board of Directors - 20 March 2026

Secretary of the Board of Directors

Carmelo Reale

Letter of the Chairwoman of the Remuneration Committee

Dear Shareholders,

The year 2026 marks a further consolidation and development phase in Banca Generali Group's growth path, with the aim of strengthening its competitive positioning and supporting the evolution of its business model in a constantly evolving market context. In this scenario, the remuneration strategy takes central stage in guiding the organisational conduct, promoting the achievement of the Bank's strategic objectives and making a tangible contribution to creating value for all stakeholders.

Over time, Banca Generali's Remuneration Policy has proved particularly able to adapt to the constant challenges posed by the macroeconomic context, ensuring an effective alignment of increasingly ambitious business targets. The remuneration mechanisms adopted leverage the founding principles of value, competitiveness, equity, transparency and sustainability - essential to enhance the reputation, credibility, consensus and trust surrounding the Bank over time. They are fundamental in supporting the sustainable development of the business and the growth of enterprise value, for the benefit of all stakeholders.

In pursuing its commitment to meeting the expectations of investors and proxy advisors, this year the Remuneration Committee again confirmed its active listening activities aimed at assessing the key components of voting guidelines and taking them into account when updating the "Report on Remuneration Policy and Compensations Paid 2026".

In line with the Policy adopted for 2025, this Report was prepared consistently with the evolution of the market context and the strategic guidelines laid down by the Bank, in light of the regulatory framework and the elements that emerged from the valuable dialogue with investors and key proxy advisors, with a view to aligning remuneration and incentive systems with the long-term interests of Shareholders and other stakeholders.

Our Remuneration Policy continues to be a fundamental lever of the Group's strategy, ensuring alignment with the Company's mission and values, and with the quality of the service offered to customers. The ambition of the Remuneration Committee is to promote, along with the management team, a sustainable work environment and remuneration systems able to ensure the sustainability of Group and individual performance. To this end, Banca Generali promotes a common culture based on the value of people: their strategic nature within the organisation places them at the centre thanks to a consistent People Strategy. At the same time, constant attention is devoted to ensuring to all colleagues a quality work environment, based on inclusiveness, merit, the development of new digital skills and the promotion of diversity, equity and inclusion.

One of the goals of our activity was to set remuneration levels in line with market practices that enable us to attract, motivate and retain the talent required to ensure the Company's success, on the basis of a remuneration policy aligned with company values, business objectives and fair salary treatment, while also ensuring solid risk management across the Group.

In light of the expected growth of the Banking Group and the evolution of the business model, marked by the growing contribution of the newly-acquired Intermonte, as well as by the launch of new ranges of managed products and the ongoing expansion of advisory services, we believe it essential that the Bank's remuneration and incentive policies continue to strengthen the link between remuneration, risk and profitability. In this context, the incentive systems are oriented to fostering a drive for excellence to be achieved through the development, engagement, awareness, accountability and growth of our people and the creation of value for our Shareholders.

I would like to take the opportunity to thank the Directors members of the Remuneration Committee, as well as the Board of Statutory Auditors, for their valuable contributions to the work of the Committee.

Anna Simioni

Chairwoman

of the Remuneration Committee

SECTION

1

REMUNERATION

AND INCENTIVE POLICY

Main Elements of the Remuneration and Incentive Policies 2026 (Remuneration Policy)

Main drivers of the remuneration and incentive policies

Regulatory compliance

Identification of Key Personnel

Remuneration package and pay-mix

Remuneration benchmarking

Link between remuneration and performance

Correctness in relationships

Sustainability strategy

Annual variable remuneration

Long Term Incentive (LTI) Plan

Ratio of variable to fixed remuneration

Summary table

1. Main drivers

   of the remuneration and incentive policies

2. Regulatory compliance

   
   
   

   › Transparency of the Remuneration Policy towards all the stakeholders involved.

   › Consistency of the Policy with the achievement of sustainable performance and growth.

   › Scrupulous and constant regulatory compliance.

   › Ongoing monitoring of market trends and practices.

   › Competitive remuneration based on long-term sustainable performance and growth to create value for all stakeholders.

   The Remuneration and Incentive Policy has been prepared in compliance with Italian and EU banking sector regulations, as well as with regulatory provisions on issuers. It also takes into account all applicable national and international provisions, guidelines and recommendations, including the Corporate Governance Code for Listed Companies. In detail, the Policy complies with:

   › Directive 2019/878/EU of the European Parliament and of the Council of 20 May 2019 (hereinafter "CRD V") amending the previous Directive 2013/36/EU;

   › Bank of Italy's Supervisory Provisions for Banks as per Circular No. 285 of 17 December 2013 ("Supervisory Provisions");

   › Commission Delegated Regulation (EU) No. 923 of 25 March 2021 supplementing Directive 2013/36/EU with regard to regulatory technical standards (RTS) setting out the qualitative and quantitative criteria for identifying Key Personnel;

   › Consob Regulation No. 11971/1999, as further amended and extended ("Issuers' Regulation");

   › Corporate Governance Code;

   › Regulation No. (EU) 2019/2088 of 27 November 2019 on sustainability-related disclosures in the financial services sector, with specific reference to Article 5 "Transparency of remuneration policies in relation to the integration of sustainability risks";

   › Bank of Italy provisions of 29 July 2009, as further amended, on the "Transparency of banking and financial transactions and services - Correctness of relationships between intermediaries and customers";

   › "Guidelines on sound remuneration policies under Directive 2013/36/EU" published by EBA on 2 July 2021;

   › "Guidelines on certain aspects of the MiFID II remuneration requirements" published by ESMA on 3 April 2023.

   This Policy also takes into consideration the practices governing the link between risk culture and incentive systems outlined in ECB's draft "Guide on governance and risk culture" (2024), pending publication of the final text scheduled for 2026, with the aim of defining the main supervisory expectations in assessing supervised entities' governance and risk culture.

   In this context, the Bank ensures the constant monitoring of regulatory developments, so as to update, where necessary, the Policy in line with the provisions in force from time to time.

   › Identification by the Board of Directors of Group Key Personnel in line with the RTS qualitative and quantitative criteria and the Supervisory Provisions applicable from time to time and in compliance with the Bank of Italy's recommendations.

   › Transparency and clarity of the Policy with regard to processes relating to persons falling within the category of Financial Advisors.

   › Remuneration package composed of fixed remuneration, benefits and a variable component, structured so as to ensure a proper balance between these various components for the different categories of personnel.

   • Fixed component of remuneration: it remunerates the role held and the responsibilities assigned, while also considering the experience and the skills required, in addition to the contribution made to the achievement of business results.

   • Benefits: these are an additional element that make up a substantial component of the remuneration package, according to a total reward approach (benefits are differentiated on the basis of the category of beneficiary, both by type and total value).

   • Variable component of remuneration: set through a combination of annual and long-term incentive plans designed, individually and collectively, to provide motivation for achieving business objectives through a direct link between incentives and the financial and non-fi-nancial objectives of the Banking Group, Business Unit, Country, function and individual, with payment of a significant portion of it in financial instruments (due in part to the disbursement of the LTI plan fully - and not just in the percentages requested by the law - in shares).

   • Target total remuneration: alignment of remuneration to a competitive level, with individual positioning tied to the performance assessment and potential and the strategic importance of the individual according to a segmented approach.

   › Analysis of the structure of the remuneration package to ensure a balance between the various components to promote a commitment to contributing to the achievement of sustainable results.

   › With specific regard to Key Personnel, comparative analyses - supported by an independent external advisor - of the practices adopted by a pool of selected competitors. In light of the various obligations relating to remuneration and in order to ensure competitive alignment with the market of reference, the peer group is defined by reference to major Italian peers in terms of capitalisation, total assets, type and size of the business and is subject to annual revision to ensure that it is up-to-date. The peer group for 2026 has been identified in continuity with 2025, excluding banking groups in the process of delisting (Anima Holding, Banca Popolare di Sondrio and Illimity). The peer group is thus made up as follows: Azimut Holding, BPER, BFF Bank, Banco Desio, Banca IFIS, Banca Mediolanum, Credito Emiliano and FinecoBank. As regards the other Managers with Strategic Responsibilities and the remaining Key Personnel, Banca Generali periodically conducts remuneration benchmarking analyses with support of external independent advisors, using a panel of companies with similar business-specific characteristics. These assessments are based on analytical criteria that allow a well-structured comparison between comparable roles and positions, identifying the related remuneration positioning.

   › The Banking Group's Remuneration Policy defined, insofar as financial and credit market practices are concerned, on the basis of the results of the ABI annual salary study and the remuneration survey on the financial service sector conducted together with WTW, which provided benchmark indicators for the fixed and variable components of the remuneration of the Banking Group's personnel.

   › Variable remuneration correlated with indicators, which aim at appreciating the weighting of risks of the Company or Group, while taking due account of the risks assumed and the liquidity required to cover ongoing business operations, and with a view to preventing conflicts of interest.

   › A total bonus pool, determined on an annual basis by the Board of Directors, and to be disbursed provided that the necessary financial stability, liquidity and profitability conditions have been satisfied and the requirements for each position have been met.

   › Parameters selected with the aim of assessing long-term sustainability of company performance, in terms of risks assumed and liquidity required.

3. Identification

   of Key Personnel

   
   
   

4. Remuneration package and pay-mix

   
   
   

5. Remuneration benchmarking

   
   
   

6. Link between remuneration and performance

   
   
   

   › Performance targets set in the light of the risk-correction measures most appropriate to the activities performed.

   › Qualitative targets assessed at the level of Managers, on the basis of specific KPIs relating to persons and sustainability.

7. Correctness in relationships between intermediaries and customers and prevention of

   conflicts of interest linked to incentive systems

8. Sustainability Strategy

9. Annual variable remuneration

   
   
   
   
   

10. Long Term Incentive (LTI) Plan

    In application of the Bank of Italy provisions on "Transparency of banking and financial transactions and services - Correctness of relationships between intermediaries and customers", Banca Generali adopts remuneration policies and practices aimed at key personnel for the purposes of selling banking products and services that are inspired by criteria of diligence, transparency and correctness in relations with customers, containment of legal and reputational risks, customer protection, and retention and observance of any applicable self-governance rules. These policies and practices are not exclusively based on commercial objectives and do not provide an incentive to offer products that are unsuitable to the client's financial needs.

    Sustainability plays an important role in Banca Generali's strategy and is integrated in its business.

    The Sustainability Framework defined in the Banking Group's Sustainability Policy is fully incorporated in the corporate and business model and, in accordance with the Sustainability Ambition, identifies the key elements required to enable the integration of sustainability into all Banking Group activities such as governance, internal normative documents, the risk framework, remuneration and incentives, monitoring and reporting. This Policy also lays down both the principles for integrating sustainability into Operating Activities - identifying combating climate change, protection of human rights, DEI promotion, fight against corruption and data protection as material topics - and the approach adopted to embed ESG factors into the business. In this context, the Remuneration Policy 2026 supports the evolution of the Group's business strategic pillars and the related governance structure. Starting from transparency, efficiency and service quality, Banca Generali aims to increase its sustainable approach by setting new, ambitious targets, respecting the environment and the individuals and pursuing the objective of creating value for all its stakeholders.

    The Banking Group's Climate Transition Plan approved in 2025 has confirmed and strengthened the commitment towards climate change by setting medium- and long-term objectives not only in the investment area, but also with respect to the management of operational activities.

    Incentive system linked to yearly performance.

    › Measurement of both individual and Group/Group Company performances.

    › Economic/financial targets outlined in the budget for the accrual year as reference for the definition of objectives.

    › Non-financial targets specifically linked to the individual performance and the contribution made by the individual beneficiary to important projects of the Banking Group (strategic projects, sustainability objectives).

    › Application of access gates, and malus and claw-back mechanisms.

    › Differentiated deferral periods and payout methods by role and function, in line with the regulatory framework in force from time to time.

    › Incentive system linked to the three-year performance.

    › Economic/financial objectives of the Banking Group.

    › Integration of non-financial targets linked to qualitative and quantitative sustainability objectives.

    › Application of access gates, deferral periods, and malus and claw-back mechanisms.

    › Payout 100% in Banca Generali shares.

    › Cap mechanism, which ensures that the ratio of total variable remuneration paid in a given year (including both up-front and deferred payments) to total fixed remuneration in that same year does not exceed the set ratio.

    › Mechanism, which is applied on a cash basis, also taking account of the effects of bonuses accrued in years prior to the year of introduction of the cap and of deferred bonuses.

    › The ratio of the total variable component to the fixed component of remuneration cannot exceed 2:1, in line with the industry regulatory provisions and the related Shareholders' resolutions.

    › Motion submitted to the General Shareholders' Meeting for 2026 to increase to 2:1 the ratio of variable to fixed remuneration for determining the remuneration of about 90 members of Key Personnel (of whom 18 Network Managers).

11. Ratio of variable

to fixed remuneration for key personnel

12. Summary table of the remuneration of the Chief Executive Officer

and General Manager and of the Deputy General Managers

Fixed remuneration

Short-term incentive system1

Long-term incentive system1

Benefits

Termination of the employment relationship for the post

1Without prejudice to the provisions of the relevant Information Documents.

2Commercial objectives may provide for net inflow targets linked to commercial activities, net inflows from recruitment and net inflows from advanced advisory.

320% weight for the Deputy General Manager Distribution, in light of the role held.

4Net of the shares assigned that could be sold by the Beneficiaries in order to cover tax charges due when allocating the shares.

1. Remuneration

   Policy 2026

   The Objectives of the Remuneration Policy

   In defining its Remuneration, which is a key tool for the Group's strategy, Banca Generali Group (the "Group" or the "Bank" or the "Banking Group") aims at ensuring the best possible alignment of the interests of shareholders, investors, customers, suppliers, employees and all stakeholders, through careful risk management and the consistent pursuit of long-term strategies.

   The annual formulation of adequate remuneration and incentive mechanisms for the Bank's directors and personnel may foster competitiveness, effective governance of the Banking Group and the achievement of the 2026 strategic objectives, with a particular focus on sustainability as an essential element of the pursuit of objectives. In an increasingly complex context and in light of the Banking Group's growing internationalisation, remuneration, especially with regard to Key Personnel, is also useful in terms of attracting and retaining people with the talent and skills best suited to the needs and development of the Company.

   In this regard, the Remuneration Policy for personnel and, in particular, for Managers of Banca Generali Group is determined in compliance with:

   
   
   

   › Values of the Banking Group:

   • Deliver on the promise

   • Value our people

   • Live the community

   • Be open

     › Governance of the Banking Group:

     
     
     

   • Timely and constant compliance with standards

   • Compliance with the relationship methods between the governing bodies and the various corporate structures

   • Compliance with, appropriateness and simplification of existing processes based on the applicable control and risk management system

   › Outlook for 2026: Banca Generali confirms consistent growth as its strategic priority, based on the outstanding Banca Generali Network of professionals, which will be further strengthened with both experienced professionals and talented juniors. Moreover, the inclusion of Intermonte into Banca Generali Group has been an important lever to further enhance the value proposition offered to its customers and to strengthen Banca Generali's private banking positioning, ensuring in particular support to entrepreneurs and small- and medium-sized enterprises (SMEs).

   The resulting Remuneration Policy supports the mission, vision, values, governance and the new Banking Group's strategy, giving rise to an ongoing interaction that leads to constant fine-tuning of remuneration practices on the one hand, and the consolidation of the above-mentioned elements on the other. The Remuneration Policy 2026 is consistent with the Group's vision and confirms the celebration of people as a fundamental competitive advantage with a view to achieving sustainable long-term results for all of our stakeholders.

   COMPETITIVENESS

   The remuneration level is balanced with reference to that of the markets of reference, whose practices are constantly monitored. The remuneration level is thoroughly defined with reference to the relevant markets, where practices are constantly monitored and analysed to ensure optimal and competitive balance.

The primary objective of the Remuneration Policy is to guarantee fair and adequate remuneration for sustainable performances. Towards such end, any action taken as part of the personnel remuneration policies is informed and shaped by the following principles:

In order to ensure the consistent implementation of the Remuneration Policy within Generali Group ("Generali Group"), the principles and guidelines set out in the Group Remuneration Internal Policy drafted by Assicurazioni Generali in accordance with applicable legislation have been taken into account when preparing this document, without prejudice to the peculiarities dictated by legislation applicable to the banking sector.

As the Parent Company of the Banking Group, Banca Generali prepares the Remuneration Policy document for the entire Banking Group, ensures that it is appropriate overall and verifies that it is properly applied, while taking due account of the characteristics of each Group company, in accordance with the legal, market and sector context in which the subsidiaries operate.

In order to comply with and adopt directly applicable sector/country legislation, individual Group companies may draw up a separate Remuneration Policy, provided that they duly implement the guidelines set by the Bank.

Remuneration Policy and Sustainability

The Banking Group's Remuneration Policy contributes to the The incentive system is supported by the annual performance achievement of the Company's strategic targets, including management, which ensures the consistency, uniformity and sustainability targets. One of the objectives of the Remuner- clarity of performance objectives and expectations of con-ation Policy is to ensure sustainable pay for sustainable per- duct aligned with the company strategy, including in terms formance, maintaining consistency between remuneration of sustainability.

and performance and between compensation and creation of stakeholder value, while also rewarding both actual results and the manner in which such results were achieved. To this end, the Bank has long adopted a remuneration structure based on risk-adjusted performance, which at the same time does not encourage excessive risk-taking, including with regard to sustainability risks.

In addition, the Bank is working assiduously in support of

processes and initiatives to reinforce the relationship between the Remuneration Policy and sustainability, with a view to consolidating the two areas into a common strategy.

Within this context, incentive plans incorporate specific

ESG indicators directly related to the sustainability topics deemed material for the Banking Group. These topics have been identified through a Double Materiality Analysis5, conducted in accordance with the regulatory provisions of the Corporate Sustainability Reporting Directive (Directive 2022/2464) on all corporate activities so as to identify the Banking Group's impacts on people and the environment (inside-out approach) and the potential financial effect generated by ESG factors on the Banking Group (outside-in approach).

5For further details on the Double Materiality Analysis, see the Annual Integrated Report 2025, published on the websitewww.bancagenerali.com.

People Strategy

The Banking Group promotes a common culture based on These benefits are intended for the entire Group population the value of its people, whose strategic nature within the or- and are broken down by professional family, job grade and ganisation makes them key players in sustainable, constant geographical area to strengthen and promote an inclusive, growth. equitable culture. In further detail, Banca Generali has also seized the opportunities afforded by tax law to permit reim-

Accordingly, to focus on the needs and wellbeing of its peo- bursement for and direct purchases of many goods and ser-ple, the Banking Group includes in the remuneration pack- vices. In addition, it has implemented a series of additional ages of its employees various goods and services in support measures, attributable to the following categories:

of the socio-economic conditions and holistic welfare of its employees and their family members.

In addition, the remuneration of certain categories of personnel also includes housing allowances (or sublease agreements) and company car allowance.

The above-mentioned benefits package represents a significant portion of employees' fixed remuneration (about 25% for Middle Managers and Employees, and about 30% for Managers). In detail, for Managers this includes health coverage (which in specific circumstances, provided for in internal collective regulations, may also be maintained following termination of the relationship), supplementary pension benefits, life insurance, as well as insurance for accidents at work and outside work, and a company car.

The National Collective Labour Agreement for Credit Institutions in force from time to time, supplemented by the Supplementary Company Contract, is currently applied for Middle Managers and Employees. The aforementioned so-

cial security coverage and pension benefits are therefore uniformly regulated for each different category of staff, in strict compliance with the provisions set forth in applicable collective bargaining labour agreements.

The Banking Group is also aware of the new working paradigm, which is becoming increasingly widespread in the marketplace, and which views employee engagement as no longer strictly linked to the remuneration package in economic terms, but to the people strategy as a whole. Accordingly, the Group is a pioneer in developing welfare mechanisms into initiatives to promote wellbeing, viewed as a satisfactory physical, mental and social condition for its employees, even outside of work.

This also includes the measures taken in terms of work-life balance and remote working, namely:

Special agreements with childcare facilities

Payment during early maternity leave increased to 100% of salary

Right to disconnect and definition of guidelines in collaboration with the PoliMI Observatory

Hybrid work subject to voluntary employee participation

Employees

The spread and more effective implementation of a new hybrid work culture will continue to be supported through dedicated information for both People Managers and employees, for an informed, sustainable approach to the new hybrid way of working.

Banca Generali Group has always regarded the mental and physical wellbeing of its employees as a priority, focusing on them not just as workers, but as people, viewed holistically. Recorded webinars on healthy nutrition, parenting and car-egiving are always available online, and the company gyms in Milan and Trieste remain available.

Succession Plans

In line with the recommendations of the Corporate Governance Code, Banca Generali has long had in place a succession plan for the first line of the Banking Group, the CEOs of the strategic subsidiaries and the BG Leadership Teams6(hereinafter also BGLTs). This plan is targeted to:

› managing any turnover in the roles covered by the plan as effectively as possible, limiting any management discontinuity;

› ensuring diversity in terms of gender and generations, so as to also ensure a long-term pipeline.

6All the managers of the Company and the Banking Group who hold positions reporting directly to the Chief Executive Officer and/or of greatest organisational weight and impact on results and on the process of rolling out, cascading, implementing and guiding the business strategy, transformation and development.

The succession plan is constantly monitored and updated and is also presented to the Internal Audit and Risk Committee and the Nomination Committee for the matters under their respective purview, and to the Board of Directors for approval.

The proposed succession plans are mainly based on Banca Generali Group's employees. In the event no replacements are identified that meet the criteria set, a constructive discussion with Generali Group may be considered to identify possible replacements to fill vacant positions. Positions for which no internal replacements have been identified and/or no replacements have been suggested by Generali Group will be filled with external successors from the market.

Replacements identified in succession plans are then involved in ongoing training and development paths to support their growth.

In addition, with a view to creating a pipeline, a shortlist of internal talented replacements is defined for each position so as to ensure the Bank's sustainable growth over time.

Diversity, Equity & Inclusion

In 2025, the DEI Strategy continued to represent one of the pillars of Banca Generali Group's initiatives, consolidating the process launched in 2024 and leading the way towards an increasingly inclusive and sustainable corporate culture. DEI matters are an integral part of a programmatic strategy that permeates all company aspects, from training and development opportunities to policies, organisational processes and Banca Generali Group's day-to-day culture.

Accordingly, Banca Generali promotes DEI activities and initiatives through: definition of a DEI Strategy, introduction of gender equality policies and the enhancement of initiatives dedicated to women's empowerment, support for the development of young people, and dissemination of an increasingly inclusive culture across the organisation.

In particular, the DEI Strategy lays the foundations for supporting the spread of DEI matters, not only thanks to training and information initiatives, but also through the creation of a KPI monitoring system within the organisation and the definition of policies.

In 2025, Banca Generali Group strengthened its commitment to ensuring impartial processes and programmes and offering equal opportunities to all, fostering an inclusive and bias-free work environment, where all people may freely express themselves.

A key element was the circular "DEI Guidelines - Diversity, Equity & Inclusion", issued in 2024 and disseminated across Banca Generali Group. It has defined the framework of reference for managing DEI principles and their integration into the main HR processes (from recruitment to human resources management, remuneration, training and development).

Banca Generali has undertaken to spread a diversity and equal opportunity culture among all the Group's employees, creating a welcoming and inclusive work environment, free from any form of discrimination ("zero tolerance"), guaranteeing fairness in all phases of the employment relationship (recruitment, training and development, assessment, remuneration, appointments and promotions), and supporting the professional development and growth of all people, while also guaranteeing work-life balance.

Banca Generali incorporates these principles in all phases of employees' path, in accordance with the provisions set forth internally by the Internal Code of Conduct, the Internal Rules and the Sustainability Policy, as well as with Italian Legislative Decree No. 198/2006 (so-called "National Code of Equal Opportunities"), the UNI/PdR 125:2022 Gender Equality Certification and the gender equality management system. This achievement is not merely a milestone, but represents an ongoing process promoting responsibility and transparency towards inclusive, fair policies.

Banca Generali ensures continuity of certification through a structured system for monitoring and improving the six specific areas considered by the certification: culture and strategy, governance, HR processes, opportunities for growth and inclusion of women in business, gender pay equity, parental protection and work-life balance. This achievement is not merely a milestone, but represents an ongoing process promoting responsibility and transparency towards inclusive, fair policies.

Through the renewal of this certification, Banca Generali reiterates its willingness and constant commitment to:

› promoting the dissemination of tools and processes for the continuous improvement of gender equality within the organisation;

› promoting awareness and sensitisation spaces to allow everyone to express their identity without prejudice or discrimination;

› encouraging gender equality through company policies, initiatives, and practices to reduce gender gaps;

› offering continuous training at all levels on diversity, equity, and inclusion topics to enhance all

uniqueness;

› allocating specific resources to achieve gender equality goals, with a view to continuous improvement;

› ensuring full accessibility to information, services, tools, and company spaces for a people-cen-tred work experience.

Training and Culture

Training is the driving force underlying this commitment as it supports the dissemination of a corporate culture that recognises DEI values as one of its integral parts and continues to consider them as fundamental drivers for the Bank. In this area, Banca Generali offers numerous training courses on DEI matters, with a particular focus on the generational topic to ensure virtuous co-ex-istence of the various generations, strengthening, on the one hand, the pipeline of talented young people, also through the enhancement of female professionals and managers, and on the other, valuing the experience of more senior colleagues.

For Banca Generali, gender equality is an essential value and a pillar of its corporate culture. Ensuring equal opportunities is fundamental to promoting inclusion, professional growth and wellbeing, creating a fair and meritocratic work environment. To this end, programmes dedicated to female empowerment were launched, with the aim of consolidating and enhancing the skills of Banca Generali's female colleagues.

Banca Generali also renewed its commitment to promoting a culture of respect and shared responsibility, raising awareness among the entire company population about topics related to gender-based violence.

The Bank's commitment to events and initiatives organised for specific occasions continued in 2025 as well (i.e., International Women's Day, PRIDE Week, International day of persons with disabilities, International Day for the Elimination of Violence Against Women, etc.).

In 2025, great attention was paid to people's wellbeing and work-life balance, which remain central elements of Banca Generali's strategy. The Bank recognises them as a key factor in its employees' quality of life and in creating a positive and lasting impact on their overall wellbeing. In detail, in 2025 Banca Generali continued to focus on the topic of parenthood, recognising parents' central role in personal and professional life.

In addition, Banca Generali launched BG InForma, a project for people's wellbeing and quality of life, in line with the DEI principles. Webinars were organised on healthy habits, sleep, nutrition, physical activity and a special focus on the brain's potential to prevent neurodegenerative diseases and enhance cognitive abilities. The programme will continue in 2026, with initiatives on smoking prevention and stress management, confirming wellbeing as a pillar of the sustainability strategy. In 2025, guidelines on the inclusive language etiquette were disseminated to raise awareness of the importance of words and behaviour that promote respect and equal opportunities, while also working extensively to raise awareness of disability, so as to reflect, learn, take action together and create an inclusive and responsible environment.

In addition, to promote the physical and mental well-being of its people, Banca Generali offers listening initiatives that, through dedicated focus groups, aim to understand their perceptions and needs. They provide valuable insights for the definition of the Group's inclusion action plans, also through the regular Engagement Survey and Pulse Survey.

With regard to female empowerment, the following initiatives were launched:

› Master's "Women at the Top" with Politecnico di Milano, which was attended by female members who also fell within the scope of Key Personnel in the 2024/2025 and 2025/2026 editions to develop high-level managerial skills;

› Leadership Program, in collaboration with Spencer Stuart - an assessment and development path addressed to Managers, aimed at strengthening their leadership capacity and strategic vision;

› Executive Coaching and 1:1 coaching programmes, dedicated to managers/executives, to support individual growth and the achievement of professional objectives;

› External Mentorship Program with Valore D, dedicated to middle talent, and internal Mentorship Program, aimed at exchanging skills;

› participation in Development Centers, preparatory to the Next Gen path, aimed at preparing high-potential under-35 male and female colleagues for future roles of responsibility.

Banca Generali has adopted an internal gender, generation/age KPI monitoring system, shared with Top Managers and aimed to periodically map and survey the "As Is" situation and respond to any deviations by defining specific actions to be implemented within the organisation.

Gender-neutrality of the Remuneration Policy

In order to promote a culture based on gender equality and equal pay, the definition of individual remuneration levels is gender neutral. To ensure the neutrality of remuneration policies, with the support of the Remuneration Committee, Banca Generali's Board of Directors analyses the gender-neutrality of remuneration policies and verifies the gender pay gap and its evolution over time. Banca Generali has implemented a systematic process of analysis and measurement of the gender pay gap for the same task or tasks of equal value (Equal Pay Gap7) and the gender pay gap throughout the organisation, regardless of roles (Gender Pay Gap8), through a methodological approach based on regression, which was further consolidated in 2025.

As provided for in the Supervisory Provisions, which establish that banks may identify additional methods of surveying and monitoring the gender pay gap, Banca Generali conducts a deeper analysis to adopt any targeted initiatives.

To facilitate the implementation of gender-neutral policies, assess their efficacy and thoroughly monitor the application of pay equality criteria in accordance with gender neutrality, Banca Generali has introduced, in line with the methodology used at the Group level and with market best practices, a regression analysis model that contemplates neutral and objective variables, including the structure of professional families, the weight of corporate roles, managerial responsibility and performance results.

This methodology allows for uniform, data-driven analyses, and therefore strengthens the transparency of remuneration policies and supports the identification of any gender pay gaps. The analysis and monitoring process described above is also instrumental to implementing measures to support future provisions on remuneration transparency, in line with the European Directive. These analyses are constantly updated over time, as required under the legislation in force.

These analyses are instrumental to the development of specific measures to mitigate any gaps identified. The mitigation actions include initiatives aimed at positively influencing gender balance and equal pay, in line with the objectives defined by the Group's strategy and with the promotion of the diversity and inclusion values. The remedial actions that can be implemented or refined include reviewing recruitment processes, defining programmes to accelerate women's careers, developing mentoring and sponsorship paths and implementing awareness-raising programmes on Diversity issues and unconscious biases.

In addition, it bears recalling that the Consolidated Non-Financial Statement, to which reference is made, reports some information on Banca Generali's situation by professional categories for 2025, in line with the reporting approach provided for by the applicable regulations.

Ecosystem

Banca Generali aims to be recognised as a truly inclusive organisation, both by its people and the ecosystem in which it operates. To this end, partnerships to promote and enhance female talent were renewed in 2025 with external shareholders, such as Valore D, Fondazione Libellula, PARI., and Women&Tech. Several projects were also developed in collaboration with the Italian Banking Association (ABI) with a view to promoting diversity and inclusion. These include: the ABI Charter "Donne in banca" (Women in Bank) on gender equality; the project "Una donna, un lavoro e un conto" (A woman, a job and an account) to support female economic independence; the "D&I in Finance" programme to promote inclusive policies within the finance sector through training, networking and sharing of best practices.

7Understood as equal pay in terms of the pay gap between male and female employees for the same job or jobs with the same value, calculated using a specific statistic model based on regression.

8Understood as equal treatment in terms of the pay gap between women and men throughout the organisation, regardless of the job.

Regulatory Framework

From a regulatory point of view, the Remuneration Policy is drafted in accordance with the contents and provisions of applicable regulations, while also taking into account all applicable national and international provisions, guidelines and recommendations. Worth of mention are in particular the provisions laid down by:

› Circular No. 285 dated 17 December 2013 "Supervisory Provisions for Banks", Remuneration and incentive policies and practices of banks and banking groups ("Supervisory Provisions"), implementing Directive 2013/36/EU of 26 June 2013 (CRD IV), as amended by Directive 2019/878/EU of the European Parliament and of the Council of 20 May 2019 (hereinafter, the "CRD V");

› Article 450 of Regulation (EU) No. 575/2013 (CRR);

› the regulatory standards for determining the regulatory standards for determining Key Personnel on the basis of the qualitative and quantitative criteria laid down in Commission Delegated Regulation (EU) No. 2021/923 of the European Commission of 25 March 2021, which adopts the Regulatory Technical Standards defined by the European Banking Authority (EBA) on 18 June 2020 and in effect since January 2021 in application of the new capital requirements directive ("CRD V");

› Bank of Italy Regulation of 29 July 2009, as further amended, on "Transparency of banking and financial transactions and services - Correctness of relationships between intermediaries and customers";

› Consob Regulation No. 11971/1999, as further amended and extended ("Issuers' Regulation");

› Regulation (EU) 2019/2088 of 27 November 2019 on sustainability-related disclosures in the financial services sector, with specific reference to Article 5: "Transparency of remuneration policies in relation to the integration of sustainability risks";

› "Guidelines on sound remuneration policies under Directive 2013/36/EU" published by EBA on 2 July 2021;

› Article 84-quater of the Issuers' Rules, which require issuers to draw up a report on remuneration and compensation paid, without prejudice to the remuneration-related obligations imposed under industry-specific regulations applicable by reason of the business of the listed corporation;

› the Corporate Governance Code, approved by the Corporate Governance Committee in January 2020, which requires the approval of a remuneration policy for Directors and Managers with strategic responsibilities;

› to the extent applicable, the provisions of Legislative Decree No. 49 of 10 May 2019, which endorsed Directive (EU) 2017/828;

› "Guidelines on certain aspects of the MiFID II suitability requirements" published by ESMA on 3 April 2023;

This document is also inspired by the practices governing the link between risk culture and incentive systems outlined in ECB's draft "Guide on governance and risk culture" (2024), pending publication of the final text scheduled for 2026, with the aim of defining the main supervisory expectations in assessing supervised entities' governance and risk culture.

In addition, the Bank closely monitors the provisions of the EU Pay Transparency Directive pending the publication of its transposition into the Italian law.

This document has been therefore drawn up with a view to ensuring simultaneous compliance with the regulatory provisions for the banking industry, legal provisions and the corporate governance provisions applicable to issuers.

The goal is to provide complete, transparent disclosure to respond quickly and simply to the mar-ket's needs, as also expressed in the form of the votes and assessments by the shareholders at the 2025 Shareholders' Meeting, with regard to strategic choices and the remuneration policies and systems adopted.

Unless otherwise indicated, the information provided in this Report refers to 20 March 2026 (hereinafter also "reference date"), the date of its approval by the Board of Directors.

Pursuant to Article 123-ter of TUF, Section 1 is subjected to a binding vote of the General Share-holders' Meeting, whereas Section 2 is subjected to an advisory vote.

This Remuneration Policy will remain in force for one year.

New Aspects of the Remuneration Policy

The Remuneration Policy 2026 adopted by Banca Generali sets out the Group's remuneration and incentive strategy, designed to achieve the challenging strategic and sustainability targets.

In line with the Banca Generali's Mission and Vision, the Remuneration Policy 2026 confirms the celebration of people as a fundamental competitive advantage in view of achieving sustainable long-term results for all stakeholders.

The Remuneration Policy stands in general continuity with the previous year in terms of purposes and principles and complies with market best practices, further reiterating the Bank's commitment to transparency, environmental and social sustainability matters within the framework of sound governance and towards gender-neutral policies.

In order to emphasise its content and communicate it to shareholders and all stakeholders in an increasingly efficient manner, the initial executive summary has been maintained. This facilitates reading in terms of the principles underlying the remuneration.

The pillars of the Policy and the short- and long-term incentive systems remain unchanged. In line with past policies, the Remuneration Policies:

› comply with applicable laws and regulations;

› have been defined by periodically monitoring market trends and practices;

› are consistent with the achievement of sustainable performance and growth;

› enable attraction and retention of professional profiles and abilities adequate to the Banking Group's needs;

› a summary of the remuneration policies for 2026 will be published, to provide shareholders and investors with an immediate overview of the main elements of the new remuneration strategy.

The process of determining Key Personnel was based on the adoption of the regulatory standards for identification on the basis of the criteria laid down in the Supervisory Provisions and those of the new Commission Delegated Regulation (EU) No. 2021/923 of 25 March 2021, which adopt the Regulatory Technical Standards set by the EBA.

In addition, in line with the previous year, the Banking Group ensures compliance with EU Directive No. 828 of 2017 (Shareholder Rights Directive II), as transposed into Italian laws, confirming the incorporation into this document of the additional disclosures required and continuing with the process already begun in recent years to offer increasingly complete, transparent information in order to respond simply and immediately to the market's requests regarding strategic choices and the remuneration practices adopted.

Dialogue with Investors

Banca Generali attaches great importance to annual analysis of the outcomes of shareholders' meeting votes and the opinions of the main addressees of its Remuneration Policy with a view to improving its proposition and adopting market best practices, gradually incorporating feedback from shareholders, investors and proxy advisors.

The results of the vote9at the 2025 Shareholders' Meeting provided the Bank with a valuable point of reference for assessing this text, which was analysed within the framework of overall governance that characterises the Company's remuneration and incentive policies and systems.

99.23%

0.77%

Section 1 Section 2 LTI Plan

90.09%

0.71%

89.46%

0.29%

86.68%

0.99%

87.60%

0.14%

98.47%

0.35%

90.19%

0.62%

89.75%

0.03%

99.83%

0.17%

2023

2024

2025

2023

2024

2025

2023

2024

2025

In favour Against

This year as well, Banca Generali remains committed to consolidating the relationship between sustainability and the Remuneration Policy, confirming the process of integrating ESG objectives into its incentive systems.

In this regard, this Policy 2026, in line with the note to which attention was drawn by the proxy advisors, establishes two "separate" maximum levels for short- and long-term incentive systems, which together are not to exceed 200% of the cap, as provided for by regulatory provisions.

9The percentages represented the shares at the Shareholders' Meeting of 17 April 2025.

1. Recipients of the Remuneration Policy

   The Bank of Italy's Provisions refer to "personnel", a category that includes: i) all officers of company bodies vested with strategic oversight, management and control responsibilities; and ii) all employees and collaborators.

   The Policy outlined in this Report has been formulated and differentiated for the various categories of personnel (employees and non-employees) according to their role/relevant function10:

   › members of company boards (the Board of Directors, including the Chief Executive Officer/ General Manager, and the Board of Statutory Auditors);

   › employees (Managers, Middle Managers and Employees);

   › Financial Advisors authorised to make off-premises offers ("Financial Advisors"), bound to the company by agency contracts.

   Key Personnel, identified across the categories indicated above, benefit from a specific Remuneration Policy, formulated in accordance with the "more detailed rules" set out in the Supervisory Provisions.

   1. Key Personnel

      1. Process for Identification of Key Personnel

         In line with the applicable Supervisory Provisions, every year the Bank's Board of Directors shall carry out a self-assessment, pursuant to both the Supervisory Provisions and the Commission Delegated Regulation (EU) No. 923 of 25 March 2021 and with the support of the Remuneration Committee, for the specific purpose of identifying "Key Personnel", whose professional activity exert or could exert a significant impact on the risk profile of the Bank and the Banking Group, and therefore warrant the application of the more detailed rules.

         The following is an account of the results of the self-assessment conducted for all members of the Banking Group, including subsidiaries and taking into account the need for the Parent Company of the Banking Group to ensure the consistency of remuneration policies and practices throughout Banca Generali Group.

         The process of identifying Key Personnel is carried out by the Bank's Board of Directors on the basis of the provisions, in terms of process and parties involved, of the "Policy for determining the Banking Group's Remuneration and Incentive Policies" (approved by Banca Generali's Board of Directors in March 2022), with support from the Chief People Office, which coordinates the activities involving, in their respective areas of responsibility, CFO & Strategy (Administration function for the size analyses underlying the assessment of the proportionality principle and Planning and Commercial Control function for qualitative and quantitative assessments relating to Financial Advisors), the Risk Management function for assessments underlying the analysis of the relevant organisational units and the General Counsel & Sustainability function for the necessary legal and corporate support. The conformity of the process is assessed by the Compliance function (Chief Compliance Office).

         The Bank identifies and applies additional criteria beyond those established in the above Regulation to identify additional persons who assume significant risks for the Bank.

         10The Policy is also formulated in view of the legislative and market scenario of the subsidiaries in accordance with local and industry legislation.

         In particular, in accordance with the Supervisory Provisions, additional criteria apply to Banking Group's employees based on the significance of their managerial role, and to Financial Advisors, with particular regard to the main Network Managers, as indicated below.

         The conclusions and findings of the activities coordinated by the Chief People Office are reviewed by the Remuneration Committee and, on the latter's opinion, submitted to the Board of Directors11. Two types of criteria are used, as set out in the Supervisory Provisions and in the Regulation, with the additional criteria applicable to the main Network Managers: qualitative criteria and quantitative criteria.

         Key Personnel have been determined in a unitary manner pursuant to the Supervisory Provisions and the criteria of the aforementioned Regulation, in light of the definitions set out in the said Supervisory Provisions (point 6, section I, Chapter 2, Title IV) and Articles 5 and 6 of the Regulation.

         Specific analyses regarding the following are performed for the purposes of application of the qualitative criteria set out in the Supervisory Provisions and in Article 5 of the Regulation:

         › the business units to which the various categories of personnel are attributable. In this area, a specific analysis is reserved for identifying the relevant operating/company units (pursuant to Article 142(1)(3) of Regulation (EU) No. 575/2013) to which internal capital is allocated pursuant to Article 73 of Directive 2013/36/EU, accounting for at least 2% of internal capital;

         › the activities performed by the business units concerned;

         › the identification of the roles and responsibilities assigned to individual staff members in respect of the various business units. This analysis takes account of, inter alia, the responsibilities assigned by the internal Regulation, participation in internal Committees and the powers of such committees, and the powers and delegated authority conferred;

         › the importance of the managerial role, solely in the case of Financial Advisors assigned an ancillary managerial role.

         In application of such criteria, the following categories of staff have been identified, as their professional activities are deemed to exert or potentially exert a significant impact on the Bank's risk profile:

         1. Board of Directors: non-executive members, including the Chairperson;

         2. Top Management: Chief Executive Officer/General Manager, Deputy General Manager Products, Wealth and Asset Management, Deputy General Manager Distribution (hereinafter also referred to as "DGMs");

         3. Other Key Personnel: this category has been determined to include:

            1. the members of personnel with managerial responsibility on the relevant operating/busi-ness units of the entity: CFO & Strategy; Finance; Credits; Commercial Networks; Investment Center; Asset Management; Wealth Advisory; Assets Under Administration; Products; General Manager of BGFML; Chief Executive Officer of BG Suisse Private Banking S.A.; Chief Executive Officer and General Manager of Intermonte SIM S.p.A.;

            2. the members of personnel responsible for the functions listed under letter a) of the above-mentioned Article 5: General Counsel & Sustainability; Chief Anti-Financial Crime Officer (as described among the control functions); Chief People Officer; COO & Innovation;

         4. Managers in charge of company control functions: Chief Compliance Officer; Chief Anti-Fi-nancial Crime Officer; Chief Audit Officer; Chief Risk Officer;

         5. Main managers operating in the Bank's distribution networks: 14 Sales Managers (of whom 5 Strategic Sales Managers and 9 Network Sales Managers), 2 Managers providing support across recruitment and development of flexible portfolios, 2 Managers or "Senior Partners" supporting network management.

         In accordance with the provisions of point 6, Section I, Chapter 2, Title IV of the Bank of Italy's Supervisory Provisions, the Banking Group has decided to include within the scope of Key Personnel:

         1. the Chief Communication Officer & External Relations, in view of the important role played in internal and, above all, external communications;

         2. the DGM and Head of Investment Banking of Intermonte SIM S.p.A., in light of the key role played in managing the company's business12.

         11In detail, the results of the process of identifying Key Personnel are detailed and recorded in the Self-Assess-ment Document prepared by the Bank each year and approved by the Board of Directors.

         12The DGM and Head of Investment Banking of Intermonte SIM S.p.A. has been granted delegated powers to manage the Investment Banking area of the Investment firrm (SIM), in addition to holding the position of member of the Board of Directors of the SIM.

         In addition, Key Personnel have been determined according to quantitative criteria and in light of the applicable provisions of the Supervisory Provisions and Article 6(i), paragraph 1, of the Regulation, with regard to any member of personnel, whether an employee or Financial Advisor, who has a substantial impact on the entity's risk profile, if one of the quantitative criteria defined in the provisions is met13.

         In this respect, as regard employees, the application of Article 6 did not result in the identification of additional names not already among Key Personnel.

         In the case of Financial Advisors, the quantitative criteria set out in Article 6, paragraph 1, of the Regulation are applied without exceptions to Financial Advisors authorised to make off-premise offers. Accordingly:

         › the Bank identifies as Key Personnel 78 Financial Advisors who at the end of the previous year had collected total remuneration (including both the recurring and incentive components) equal to or greater than 750,000.00 euros;

         › pursuant to Article 6 of the Regulation, the personnel identified above include Financial Advisors falling within the 0.3% of personnel within the entity, rounded up to the next whole number, who were assigned, on an individual basis, the highest overall remuneration in 2025;

         › with regard to Financial Advisors with remuneration jointly equal to or greater than i) 500,000.00 euros and ii) the total average remuneration granted to members of the body with strategic supervision and management function and to the top management, and less than 750,000.00 euros, 2 Financial Advisors are included among Key Personnel in light of their professional activity with a significant impact on the risk profile of the operating/business unit of reference. In application of the quantitative criteria (allocation of internal capital to operational risk of less than 2%; risk score assigned by the Network Control Function, integrated, where appropriate, by specific assessments; no operating losses attributable to individual Financial Advisors) and qualitative criteria (positioning outside the organisational structure, not attributable to market and credit risk and an absence of powers of representation), 35 Financial Advisors, identified by application of the same criteria, do not fall within the category of Key Personnel, in light of their professional activity with no significant impact on the risk profile of the operating/business unit of reference.

         In total, for 2026 Banca Generali Group included 130 individuals among Key Personnel, compared to the 125 identified in 2025. In light of the above, 49 individuals were identified based on the qualitative criteria applied in the previous year. Changes were attributable to the exclusion from the scope of BG Aequitum's relevant operating units and the inclusion of a Network Strategic Sales Manager among Key Personnel. On the basis of quantitative criteria, the number of Financial Advisors qualifying as Key Personnel due to their remuneration increased.

         13a) the employee or Financial Advisor was assigned total remuneration of 750,000.00 euros or more in the previous or current financial year; b) where the institution has over 1,000 members of staff, the staff members are within the 0.3% of staff, rounded to the next higher integral figure, which has, within the institution, been awarded the highest total remuneration in or for the preceding financial year on an individual basis, and paragraphs 2 to 4, which set out the cases and conditions for potential exclusion and the related notification/ authorisation methods.

         A summary table is reported here below:

         5) Other Key Personnel

         1. The members of personnel with managerial responsibility on the 17

            relevant operating/business units of the entity: CFO & Strategy (*); Finance; Credits; Commercial Networks; Investment Center; Asset Management; Wealth Advisory; Assets Under Administration; Products, General Manager of BGFML (*); Chief Executive Officer of BG Suisse Private Banking S.A. (*); Chief Executive Officer and General Manager of Intermonte SIM S.p.A. (*);

         2. the members of personnel responsible for the functions listed under letter a) of the above-mentioned Article 5: General Counsel &

            Sustainability (*); Chief Anti-Financial Crime Officer (*) (already identified among control functions); Chief People Officer (*); COO & Innovation (*);

         3. in addition, in accordance with the provisions of point 6, Section I, Chapter 2, Title IV of the Bank of Italy's Supervisory Provisions, the Banking Group has decided to include the following within the scope of Key Personnel:

            1. the Chief Communication Officer & External Relations (*);

            2. the DGM of Head of Investment Banking of Intermonte SIM S.p.A.

         9) Employees and collaborators with

         high remuneration falling outside the previous categories

         Employees and collaborators: 80

         1. who were assigned a total remuneration of 750,000.00 euros or more in the previous or current financial year;

         2. who are within the 0.3% of staff, rounded to the next higher integral figure, which has, within the institution, been awarded the highest total remuneration in or for the preceding financial year on an individual basis;

         3. who are assigned a remuneration jointly equal to or greater than i) 500,000.00 euros and ii) the total average remuneration granted to members of the body with strategic supervision and management functions and to top management, and lower than 750,000.00 euros.

         1

         2) Directors with executive powers

         Chief Executive Officer/General Manager (*) (part of the governing body

         in his management function)

         4) Heads of internal control functions

         Chief Compliance Officer (*); Chief Anti Financial Crime Officer (*);

         Chief Audit Officer*; Chief Risk Officer (*)

         4

         6) Main Managers operating in the Bank's

         distribution networks

         14 Sales Managers (of whom 5 Strategic Sales Managers and 9 Network

         Sales Managers),

         2 Managers providing support across distribution activities,

         2 Managers or "Senior Partners" supporting network management

         18

         Deputy General Manager Products, Wealth and Asset Management (*),

         Deputy General Manager Distribution (*) (hereinafter also referred to as "DGMs")

         3) Top Management

         2

         1) Non-executive Directors Non-executive Board members, including the Chairperson 8

         Managers with strategic

         responsibilities14

         CLUSTER DEFINITION

         KEY PERSONNEL 2026

         (*) The Key Personnel scope includes all individuals qualifying as Top Key Personnel pursuant to the Supervisory Provisions, namely "Executive Directors, General Manager, Joint General Managers, Deputy General Managers and other individual in similar positions, and the Heads of the main business areas (and of areas with a higher risk profile, such as investment banking), corporate functions or geographical areas, as well as those who report directly to corporate bodies with supervisory, strategic, management and control functions".

         14Pursuant to Consob Resolution No. 18049 of 23 December 2011, the term "Managers with Strategic Responsi-bilities" is to be construed in line with the definition set forth in Annex 1 to Consob Regulation 17221 of 12 March 2010 laying down provisions on related party transactions, as further amended.

         Within this framework, the term refers to those persons having authority and direct or indirect responsibility for planning, directing, and controlling the activities of the company. In line with Company's corporate choices made, this category shall include all the Company's directors (whether executive or otherwise), the acting members of the Board of Statutory Auditors, and the members of the Top Management as specified above. All persons falling within the category of Managers with Strategic Responsibilities are also included among Key Personnel.

         For the intents and purposes of this document, the generic term "Managers" must be construed in its technical sense, and therefore, may not be deemed to refer to company directors and acting members of the Board of Statutory Auditors, it being understood that, where the context demands, the meaning to be attributed to the said term will be appropriately specified.

         
         
         

2. Bodies Involved in Defining, Approving, Revising, Where Necessary, and Implementing the Remuneration Policy

   The roles of the various corporate functions involved in defining, approving, implementing and subsequently assessing the Remuneration Policy - defined according to provisions on processes and corporate functions involved within the Policy for determining the Banking Group's Remuneration and incentive Policy"-, are outlined below.

   1. General Shareholders' Meeting

      In compliance with applicable regulations, the General Shareholders' Meeting: (i) establishes the remuneration due to the bodies it appoints; (ii) approves the Remuneration and Incentive Policy and shared-based remuneration and incentive policies for bodies with roles of strategic oversight, management and control, as well as the remaining staff; and (iii) approves the criteria for determining any amounts to be paid in the event of early termination of the contract or the post, including limits on such amounts in terms of multiples of annual fixed remuneration and the maximum amount that results from the application thereof, as well as (iv) decides on the Board of Directors' proposal to set a limit on the ratio of the variable to fixed component of individual remuneration in excess of 1:1, in accordance with Section III, paragraph 1, of the Supervisory Provisions.

   2. Board of Directors

The Board of Directors drafts and submits the Remuneration and Incentive Policy to the Share-holders' Meeting at least annually and is responsible for the proper implementation of that same Policy. In this context, it (i) establishes the remuneration and incentive systems for the Executive Directors, General Managers, Joint General Managers, Deputy General Managers and similar positions, the heads of the main business lines, corporate function or geographical areas, those who report directly to strategic supervision, management and control bodies, Key Personnel and the heads and top-level staff of company control functions and (ii) ensures that those systems are consistent with the Bank's overall decisions in terms of risk assumption, strategies, long-term objectives, corporate governance structure and internal controls.