Banca Generali S p A : Notice of calling of the General Shareholders' Meeting

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.

BANCA GENERALI S.p.A.

Registered offices at Trieste, Via Machiavelli No. of 4

Authorised share capital 119,378,836.00 euros, Subscribed and paid-up share capital

116,851,637.00 euros

Registration number with the Office of the Registrar of Companies of Trieste and Tax Code

No. 00833240328, VAT No. 01333550323

Registered with the Rolls of Banks under No. of 5358, Parent Company of the Banca Generali

Banking Group registered with the Rolls of Banking Groups

Company managed and coordinated by Assicurazioni Generali S.p.A.

Website:www.bancagenerali.com

Member of the Interbank Deposit Protection Fund

NOTICE OF CALLING OF THE GENERAL SHAREHOLDERS' MEETING

The Ordinary Shareholders' Meeting of Banca Generali S.p.A. is convened in Milan, at the offices of Studio Notarile Marchetti, Via Agnello18, at 9:30a.m.

On

• 22 April 2021 (first call);
• 23 April 2021 (second call);

to discuss and pass resolutions of the following:

Agenda

1. Financial Statements at 31 December 2020.
2. 1. Approval of the Financial Statements at 31 December 2020. Presentation of the
   2. 1. 
         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.
3. Appointment and definition of the remuneration of the Board of Directors for the three-year period 2021-2023.
4. 1. Definition of the number of members of the Board of Directors in office for the years ending 31 December 2021, 2022 and 2023. Relevant and ensuing resolutions.
   2. Appointment of the Board of Directors for the years ending 31 December 2021, 2022 and 2023. Relevant and ensuing resolutions.
   3. Definition of the remuneration of the members of the Board of Directors for the years ending 31 December 2021, 2022 and 2023. Relevant and ensuing resolutions.
5. Appointment and definition of the remuneration of the Board of Statutory Auditors and the Chairman thereof for the three-year period 2021-2023.
6. 1. Appointment of the members of the Board of Statutory Auditors and the Chairman thereof for the years ending 31 December 2021, 2022 and 2023. Relevant and ensuing resolutions.

1. 1. Definition of the annual remuneration of the Statutory Auditors for the years ending 31 December 2021, 2022 and 2023. Relevant and ensuing resolutions.
2. 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.
3. 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.
4. Motion to raise the ratio between the variable to fixed component of remuneration to 2:1; relevant and ensuing resolutions.
5. Long-termincentive plan for 2021 pursuant to Article 114-bis of TUF: granting of powers; relevant and ensuing resolutions.
6. Network loyalty plan 2021 pursuant to Article 114-bis of TUF: granting of powers; relevant and ensuing resolutions.
7. Share-basedincentive system pursuant to Article 114-bis of TUF: granting of powers; relevant and ensuing resolutions.
8. 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.
9. Statutory auditing: consensual termination and concurrent award of a new engagement; relevant and ensuing resolutions.
10. • *** **

The date and/or place and/or method of participation and/or voting and/or conduct of the Shareholders' Meeting indicated in the Notice of Calling are conditional on compatibility with applicable legislation or orders issued by the competent authorities in view of the Covid-19 emergency. Prompt notice will be given of any changes through the same channels used to publish the Notice of Calling and/or the information channels provided for in applicable legislation from time to time.

In particular, in view of the ongoing Covid-19 emergency, the Company has established that - pursuant to, inter alia, Article 106 of Legislative Decree No. 18 of 17 March 2020, "Measures to enhance the health service and provide economic support for families, workers and businesses in connection with the Covid-19epidemiological emergency", as subsequently amended - attendance of the Shareholders' Meeting, in accordance with the legislation in effect from time to time, will take place exclusively through the Appointed Representative, in accordance with Article 135-undecies of Legislative Decree No. 58 of 24 February 1998 (TUF), as discussed in

ample detail on the Company's website at the address

https://www.bancagenerali.com/en/governance/attending-the-agm. The Appointed Representative could also be granted proxies or sub-proxiespursuant 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, in compliance with the fundamental principle of protecting the health of the Company's Shareholders, employees, management and advisors.

Accordingly, in light of the above, (i) members of company bodies may connect to and participate in the Shareholders' Meeting by audio-conference, whereas (ii) shareholders may attend the shareholders' meeting through a passive streaming platform that may be accessed, after

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identification is provided, in the manner and according to the instructions that will be duly

reported on the Company's website at the address https://www.bancagenerali.com/en/governance/attending-the-agm.

Information on the Share Capital and Voting Rights

Banca Generali S.p.A.'s subscribed and paid-up share capital amounts to 116,851,637.00 euros, represented by a total of 116,851,637 ordinary shares having a par value of 1.00 euro each. Each share, with the exception of treasury shares, entitles its owner to one vote in ordinary and extraordinary Shareholders' Meetings. As of the date of this notice of calling (i.e. 5 March 2021), the Company holds 1,767,676 ordinary treasury shares with no voting rights, pursuant to Article 2357-ter of the Italian Civil Code, equal to 1.5128% of the share capital; therefore, the total number of voting rights that may be exercised at the Shareholders' Meeting hereby convened is 115,083,961.

Attendance of the General Meeting

Pursuant to Article 10 of the Articles of Association, entitlement to attend and exercise voting rights at Shareholders' Meetings, exclusively through the Appointed Representative, is established pursuant to a notice to be served to the Company by an authorised intermediary who keeps the accounts on which Banca Generali's shares are registered in favour of the party with voting rights, based on the latter's accounting records at the end of the record date, of the seventh trading day preceding the scheduled date of the Shareholders' Meeting at first calling (i.e. 13 April 2021, so called "record date"). Credit and debit entries made after said deadline shall not be taken into consideration for the intents and purposes of establishing entitlement to vote at the Shareholders' Meeting, therefore persons and parties shown as the owners of shares of the Company only following such date (i.e., after 13 April 2021) shall not be entitled to attend or vote at the Shareholders' Meeting through the Appointed Representative. The aforesaid notice from the intermediary must reach the Company by the end of the third trading day preceding the scheduled date of the Shareholders' Meeting at first calling (i.e. 19 April 2021), without prejudice to entitlement to attend and/or exercise voting rights through the Appointed Representative in the event the said notice reaches the Company after said deadline but before commencement of the proceedings of the Shareholders' Meeting referred to in the individual Notice of Calling.

No provision has been made for the casting of votes by mail or using electronic means. Those entitled to vote and/or their proxy holders may cast their vote through the Appointed Representative pursuant to Articles 135-undecies and 135-novies of TUF.

Voting Proxies and Appointed Representative appointed by the Company

All parties entitled to attend the Shareholders' Meeting may elect to have themselves represented through the Appointed Representative by written proxy and/or sub-proxy pursuant to applicable provisions of law, with the option of using the proxy forms available from the Company's website at the address https://www.bancagenerali.com/en/governance/attending-the-agm.

Further information also regarding the rules governing proxy voting are available at the Company's website https://www.bancagenerali.com/en/, under governance/AGM/Attending the AGM.

For the Shareholders' Meeting governed by this Notice of Calling, Banca Generali has appointed as the Appointed Representative, pursuant to Article 135-undecies of the TUF, Studio Legale Trevisan & Associati, with its registered office in Milan, Viale Majno 45, in the person of attorney-at-law Dario Trevisan or his alternates in the event he is unable to perform his duties, to

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whom written proxy authority may be granted at no expense to the shareholder (except for any shipping fees), with voting instructions on all or some of the proposals on the Agenda, or alternatively pursuant to:

• Article 135-undeciesof TUF, through the "Appointed Representative Proxy Form", or
• Article 135-noviesof TUF, with the power to use the "Ordinary Proxy Form" and/or the "Sub-ProxyForm"

in the manner described below.

Proxy pursuant to Article 135-undecies of TUF (proxy for the Appointed Representative of a listed company)

The proxy for the Appointed Representative pursuant to Article 135-undecies of the TUF must be awarded by signing the specific "Appointed Representative Proxy Form" containing the voting instructions (and accompanied by a copy of the identity document of the shareholder, legal representative or attorney-in-fact with appropriate powers, along with documentation attesting to their qualification or powers), and be delivered, in the original, by courier or recommended letter, with return receipt, to Studio Legale Trevisan & Associati, Viale Majno 45, Milan (Ref. "Proxy for BANCA GENERALI 2021 Shareholders' Meeting") by the end of the second market business day prior to the scheduled date of first call of the Shareholders' Meeting (i.e., by 23:59 hours on 20 April 2021 or, if the Shareholders' Meeting is held in second call, by 23:59 hours on 21 April 2021). Without prejudice to the submission of the proxy, together with the voting instructions, in the original, the same may be forwarded also by e-mail at the Company's certified [e-mail] to the aforementioned certified email address of the proxy, signed with a digital signature in accordance with current legislation, satisfies the requirement of written form.

The "Proxy form for the Appointed Representative" is available at the Company's website https://www.bancagenerali.com/en/governance/attending-the-agm. Proxy Forms shall not be valid with respect to proposals for which voting instructions have not been provided.

Voting proxies and instructions issued to the Appointed Representative shall remain revocable through to the same deadline (i.e., by 23:59 hours of 20 April 2021 or by 23:59 hours of 21 April 2021, should the Shareholders' Meeting be held in second call) and with the same methods used for granting the proxy.

Proxy pursuant to Article 135-novies of TUF ("ordinary proxy" and/or "sub-proxy")

In order to permit the broadest use of this remote voting tool for all shareholders, the Company has also established that those who do not avail themselves of proxies pursuant to Article 135- undecies of TUF may grant proxies and/or sub-proxies to the Appointed Representative pursuant to Article 135-novies of TUF, with the option of using the "Ordinary Proxy Form" and/or the "Sub-ProxyForm" available from the Company's website at the address https://www.bancagenerali.com/en/governance/attending-the-agm. In this case, the proxies and related written voting instructions (accompanied by a copy of the identity document of the shareholder or the legal representative or attorney-in-fact with the appropriate powers, along with documentation attesting to their qualification or powers) must be delivered no later than 18:00 hours on 21 April 2021 if the Shareholders' Meeting is held in first call and on 22 April 2021 if the Shareholders' Meeting is held in second call, to the addresses indicated below:

• Studio Legale Trevisan e Associati, Viale Majno 45, 20122 Milan, Italy,rappresentante- [e-mail] [e-mail];or
• to the Company by letter addressed to Banca Generali S.p.A., Direzione Affari Societari e Rapporti con le Authorities, Piazza Tre Torri n. 1, 20145 Milan (specifying on the envelope
  "PROXY for the Shareholders' Meeting"), or by e-mail to the certified e-mail address

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[e-mail](specifying in the subject-line "PROXY for the Shareholders' Meeting"), which will forward it to the Appointed Representative.

The Appointed Representative may, at its own mere discretion, accept proxies, sub-proxies and/or voting instructions even after the above cut-off time and before the commencement of the Shareholders' Meeting.

Further information, also concerning the rules governing the Appointed Representative are available at the website https://www.bancagenerali.com/en/, under Corporate governance/AGM/Attending the AGM.

Right to Ask Questions Prior to the Shareholders' Meeting

Pursuant to the law, Shareholders with voting rights may ask questions concerning the subjects on the agenda prior to the Shareholders' Meeting, in any case no later than at the end of the seventh trading day before the scheduled date of the first calling of the Shareholders' Meeting, i.e., no later than 13 April 2021, by submitting them by mail (together with the notice certifying entitlement to vote at record date) to the Company's operating offices, for the attention of Direzione Affari Societari e Rapporti con le Authorities, Piazza Tre Torri 1, 20145 Milan, Italy, or by using the electronic mail address [e-mail], in accordance with the terms and conditions specified in the procedure published on the Company's website. Questions received by the date indicated that are found to be pertinent to the subjects on the Agenda will be answered at least two days prior to the Shareholders' Meeting, i.e. by 20 April 2021, by publication in the specific section of the website, with the option of providing a single response to questions with the same content.

Questions that do not concern the items on the Shareholders' Meeting Agenda shall not be taken into consideration.

Right to Request Additions to the Agenda and Present New Proposed Resolutions

Pursuant to the law, Shareholders, who individually or jointly account for at least one fortieth of the share capital may, within ten days of publication of the Notice of Calling (i.e., within 22 March 2021), ask for additions to the Agenda or present new proposed resolutions for items already on the Agenda, specifying in the request the additional items or proposed resolutions.

Such applications must be submitted in writing and delivered to the operating offices in Milan, Direzione Affari Societari e Rapporti con le Authorities, Piazza tre Torri n. 1, or by using the certified e-mail address [e-mail], along with a copy of the notice required by applicable legislation to participate in the Shareholders' Meeting. By the above deadline and according to the same procedures, a report on the issues on which a debate is proposed, or the reasons underlying new proposed resolutions in respect of matters already on the Agenda, must be lodged by the relevant Shareholders.

Notice of any and all additional items placed on the Agenda and/or presentation of any and all new proposed resolutions on items already on the Agenda shall be announced pursuant to the same service and publication procedures applicable to this Notice of Calling, at least fifteen days prior to the scheduled date of the Shareholders' Meeting (i.e., no later than 7 April 2021).

New proposed resolutions in respect of matters already on the Agenda shall be made public at the time of the publication of the announcement of their tabling, in accordance with the same procedures and formalities applicable to documents pertaining to General Shareholders' Meetings, together with the report prepared by the shareholders raising the said motions, duly accompanied by any and all observations by the Board of Directors. No additional items may be placed on the Agenda in respect of matters regarding which, under law, the Shareholders' Meeting

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