Shareholders' Meeting

Financial Statements at 31 December 2024. 

1. Approval of the Financial Statements at 31 December 2024. Presentation of the Consolidated Financial Statements and the Annual Integrated Report. Directors’ Report on Operations, Statutory Auditors’ Report and Independent Auditors’ Report. 
2. Allocation of net profit for the year. Relevant and ensuing resolutions.
    

Remuneration and incentive policies of the banking group for 2025: 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 2024: 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.

Amendment to the Information Document on the Long-Term Incentive Plan 2024: granting of powers, relevant and ensuing resolutions.

Information document pursuant to Article 84-bis of Consob Regulation No. 11971 of 14 May 1999.

Long-Term Incentive Plan 2025, pursuant to Article 114-bis of TUF: granting of powers; relevant and ensuing resolutions.

Information document pursuant to Article 84-bis of Consob Regulation No. 11971 of 14 May 1999.

Plan based on financial instruments of Banca Generali Group pursuant to Article 114-bis of TUF: granting of powers; relevant and ensuing resolutions.

Information document pursuant to Article 84-bis of Consob Regulation No. 11971 of 14 May 1999.

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 (i) the Long Term Incentive Plan 2025 and the Plan based on financial instruments of Banca Generali Group (including incentive systems and other share-based variable remuneration approved by the Bank’s subsidiary investment firms (SIM) with regard to years prior to their acquisition) referred to in the previous items on the Agenda; and (ii) the market-making activity conducted by the subsidiary Intermonte SIM S.p.A; granting of powers; relevant and ensuing resolutions.

Approval of amendments to the Articles of Association during the extraordinary session: relevant and ensuing resolutions; delegated powers. 

1. Amendment to Article 18, paragraphs 2, 3, 4, 5, 6, 7 and 8.
2. Amendment to Article 22, paragraphs 2, 3, 4 and 5.
3. Other minor linguistic amendments to Article 2 paragraph 2, Article 3 paragraph 3, Article 5 paragraph 3, Article 8 paragraphs 2 and 3, Article 11, Article 13 paragraph 4, Article 15 paragraph 13, Article 17 paragraphs 1 and 8, Article 20 paragraphs 1 and 2, Article 23 paragraphs 2 and 3, Article 25 paragraph 2, Article 26 and Article 27.

Financial Statements at 31 December 2023.

1. 1. Approval of the Financial Statements at 31 December 2023. Presentation of the Consolidated Financial Statements and the Annual Integrated Report. Directors’ Report on Operations, Statutory Auditors’ Report and Independent Auditors’ Report.
   2. Allocation of net profit for the year. Relevant and ensuing resolutions.

Appointment and definition of the remuneration of the Board of Directors for the three-year period 2024-2026.

1. Definition of the number of members of the Board of Directors in office for the years ending 31 December 2024, 2025 and 2026. Relevant and ensuing resolutions.
2. Appointment of the Board of Directors for the years ending 31 December 2024, 2025 and 2026. Relevant and ensuing resolutions.
3. Definition of the remuneration of the members of the Board of Directors for the years ending 31 December 2024, 2025 and 2026. Relevant and ensuing resolutions.

Appointment and definition of the remuneration of the Board of Statutory Auditors and the Chairperson thereof for the three-year period 2024-2026.

1. Appointment of the members of the Board of Statutory Auditors and the Chairperson thereof for the years ending 31 December 2024, 2025 and 2026. Relevant and ensuing resolutions.
2. Definition of the annual remuneration of the Statutory Auditors for the years ending 31 December 2024, 2025 and 2026. Relevant and ensuing resolutions.

Remuneration and incentive policies of the banking group for 2024: 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 2023: 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 for 2024 pursuant to Article 114-bis of TUF: granting of powers; relevant and ensuing resolutions.

Information document pursuant to Article 84-bis of Consob Regulation No. 11971 of 14 May 1999.

Incentive system and other share-based variable remunerations pursuant to Article 114-bis of TUF: granting of powers; relevant and ensuing resolutions.

Information document pursuant to Article 84-bis of Consob Regulation No. 11971 of 14 May 1999.

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 2024 long-term incentive plan and the incentive system and other share-based variable remunerations as per the foregoing items of the Agenda; granting of powers; relevant and ensuing resolutions.

Financial Statements at 31 December 2022.

1. Approval of the Financial Statements at 31 December 2022. Presentation of the Consolidated Financial Statements and the Annual Integrated Report. Directors’ Report on Operations, Statutory Auditors’ Report and Independent Auditors’ Report.
2. Allocation of net profit for the year; relevant and ensuing resolutions.

Remuneration and incentive policies of the Banking Group for 2023: examination of Section I prepared pursuant to Article 123-ter, paragraph 3, of the Italian Financial Act; resolutions pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of the Italian Financial Act.

Report on the implementation of the Banking Group’s remuneration and incentive policies in 2022: examination of Section II prepared pursuant to Article 123-ter, paragraph 4, of the Italian Financial Act; resolutions pursuant to Article 123-ter, paragraph 6, of the Italian Financial Act.

Motion to raise the ratio between the variable to fixed component of remuneration to 2:1; relevant and ensuing resolutions.

Long-term Incentive Plan for 2023 pursuant to Article 114-bis of the Italian Financial Act: granting of powers; relevant and ensuing resolutions.

Information document pursuant to Article 84-bis of Consob Regulation No. 11971 of 14 May 1999.

Incentive system and other share-based variable remunerations pursuant to Article 114-bis of the Italian Financial Act: granting of powers; relevant and ensuing resolutions.

Information document pursuant to Article 84-bis of Consob Regulation No. 11971 of 14 May 1999.

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 the Italian Financial Act and the related implementing provisions, in service of the Long-term Incentive Plan for 2023 and the incentive system and other share-based variable remunerations as per the foregoing items on the Agenda; granting of powers; relevant and ensuing resolutions.

Motion to appoint the Directors co-opted pursuant to Article 2386, paragraph 1, of the Italian Civil Code; relevant and ensuing resolutions.

Financial Statements at 31 December 2021.

1. Approval of the Financial Statements at 31 December 2021. Presentation of the Consolidated Financial Statements and the Annual Integrated Report. Directors’ Report on Operations, Statutory Auditors’ Report and Independent Auditors’ Report.
2. Allocation of net profit for the year. Relevant and ensuing resolutions.

Remuneration and incentive policies of the banking group for 2022: 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 implementation of the banking group’s remuneration and incentive policies in 2021: 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 for 2022 pursuant to Article 114-bis of TUF: granting of powers; relevant and ensuing resolutions.

Incentive system and other share-based variable remunerations 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 2022 long-term incentive plan and the incentive system and other share-based variable remunerations as per the foregoing items of the Agenda; granting of powers; relevant and ensuing resolutions.

Approval in an extraordinary session of amendments to the Articles of Association: relevant and ensuing resolutions.

Financial Statements at 31 December 2020.

1. Approval of the Financial Statements at 31 December 2020. Presentation of the Consolidated Financial Statements and the Annual Integrated Report. Directors’ Report on Operations, Statutory Auditors’ Report and Independent Auditors’ Report.
2. Allocation of net profit for the year. Relevant and ensuing resolutions.

Remuneration and incentive policies of the banking group for 2021: 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 implementation of the banking group’s remuneration and incentive policies in 2020: 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 for 2021 pursuant to Article 114-bis of TUF: granting of powers; relevant and ensuing resolutions.

Network loyalty plan 2021 pursuant to Article 114-bis of TUF: granting of powers; relevant and ensuing resolutions.

Share-based incentive system 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 2021 network loyalty plan, 2021 long-term incentive plan and the 2021 incentive system as per the foregoing items of the Agenda; granting of powers; relevant and ensuing resolutions.

Statutory auditing: consensual termination and concurrent award of a new engagement; relevant and ensuing resolutions.