Banca Generali S p A : Share-based incentive system Information document pursuant to Article 84-bis of Consob Regulation No. 11971 of 14 May 1999

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.

INFORMATION DOCUMENT

(pursuant to Article 84-bis of Consob Regulation No. 11971 of 14 May 1999, as subsequently

amended and extended)

ON THE SHARE-BASED INCENTIVE SYSTEM

Milan, 5 March 2021

CONTENTS
FOREWORD .......................................................................................................................................	5
DEFINITIONS ....................................................................................................................................	7
1. BENEFICIARIES.........................................................................................................................	9

1.1 Names of the Beneficiaries who sit on the Board of Directors or on the governing body of the Issuer of the financial instruments, as well as any parent companies or direct or indirect

	Subsidiaries thereof. .....................................................................................................................	9
1.2	Categories of employees or outside collaborators of the Issuer of the financial instruments, and/or
	any and all the parent companies and Subsidiaries thereof. .........................................................	9
1.3	Names of the Beneficiaries of the Incentivisation System belonging to the groups indicated in
	point 1.3, letters a), b) and c) of Annex 3A, Layout 7, of the Rules for Issuers...........................	9
1.4	Description and numerical indication of the Beneficiaries, broken down into the categories
	indicated in point 1.4, letters a), b) and c) of Annex 3A, Layout 7, of the Rules for Issuers.....	10
2.	REASONS FOR ADOPTING THE INCENTIVISATION SYSTEM ......................................	10
2.1	Goals pursued through the assignments made under the Plans ..................................................	10
2.2	Key variables, including performance indicators, taken into consideration in making assignments
	pursuant to share-based incentive plans. ......................................................................................	9
2.3. Elements underlying the determination of share-based remuneration, or otherwise, criteria for
	determining the same..................................................................................................................	11

2.4 Reasons for making assignments under compensation plans based on financial instruments issued by parties other than the Issuer, such as parent companies or Subsidiaries of the latter, or even entities that do not belong to the same corporate group as the Issuer; in the case where the

aforesaid financial instruments are not traded on regulated markets, information regarding the
criteria used to determine the book value of the same. ..............................................................	12
2.5 Assessments regarding significant tax and accounting implications that informed the definition
of the plan. ..................................................................................................................................	12

2.6 Support for the Plan, if any, from the Special Fund for incentivising workers' participation in

enterprises, mentioned in Article 4, paragraph 112 of Law No. 350 of 24 December 2003......	12
3. SHARE ASSIGNMENT APPROVAL PROCEDURE AND TIMING ....................................	12

3.1 Scope of the powers and functions delegated by the Shareholders' Meeting to the Board of

Directors for the purpose of implementing the plan...................................................................

12

1. The persons and parties in charge of managing the Plan, and the functions and powers thereof.
   .................................................................................................................................................... 13
2. Procedures, if any, for revising the Plan, especially in light of changes in the underlying targets.
   .................................................................................................................................................... 13
3. Description of the procedures for determining the availability and assignment of the financial

instruments underlying the plans................................................................................................	13
3.5 Role played by each director in determining the characteristics of the plans; any conflicts of
interest experienced by the directors in question. ......................................................................	14

3.6 For the intents and purposes of the requirements imposed under Article 84-bis, paragraph 1, the date of the decision adopted by the relevant corporate body to submit the plans to the

2

Shareholders' Meeting for approval, as well as the date of the recommendations, if any, put
forward by the Remuneration Committee, if appointed. ............................................................	14

3.7 For the intents and purposes of the requirements imposed under Article 84-bis, paragraph 5, subparagraph (a), the date on which the relevant corporate body approved the decision regarding

the assignment of the financial instruments, as well as the date of the recommendations, if any,
put forward by the Remuneration Committee, if appointed. ......................................................	14

3.8 The market price recorded on the aforesaid dates, in respect of the financial instruments on which the Plans are based, in the event the said financial instruments are traded on regulated markets.

.................................................................................................................................................... 14

3.9 In the case of plans based on financial instruments traded on regulated markets, the deadlines and procedures pursuant to which the Issuer takes account, in determining the timetable of the assignments made in implementation of the plan, the possible simultaneousness of: (i) said assignment or any decisions made in this regard by the Remuneration Committee; and (ii) the

	circulation of any relevant information pursuant to Article 114, paragraph 1, of TUF; for
	example, if such information: (a) is not yet in public domain and may positively affect market
	prices, or (b) has already been published and is liable to negatively affect market prices. .......	15
4.	FEATURES OF THE INSTRUMENTS ASSIGNED ...............................................................	15
4.1	Description of how the share-based compensation plans are structured. ...................................	15
4.2	Specification of the period of actual implementation of the Plan, with an indication of any other
	cycles that might be contemplated. ............................................................................................	16
4.3	End of the plan............................................................................................................................	16
4.4	The maximum number of financial instruments, including in the form of options, assigned during
	each tax year, to the persons specified by name or falling within the specified categories. ......	16
4.5	Implementing provisions and procedures of the Plan, indicating if the assignment of financial
	instruments is subject to the satisfaction of conditions precedent or the attainment of specific
	results, including in terms of performance; description of the said conditions precedent and
	results..........................................................................................................................................	16

4.6 Indication of any retention period for options or financial instruments resulting from the exercise of options, with particular regard to the period within which subsequent transfers to the company

or third parties are permitted or restricted. .................................................................................

17

4.7 Description of any and all conditions pertaining to the assignment of the options in the event the recipients effect hedging transactions aimed at circumventing restrictions imposed on the

	transferability of the assigned financial instruments, including in the form of options, or of the
	financial instruments subject to subscription pursuant to the exercise of the said options. .......	18
4.8	Description of the effects arising from termination of the Professional Relationship. ..............	18
4.9	Other possible reasons for which the plans may be cancelled ...................................................	19

4.10The reasons for the inclusion of provisions, if any, allowing the company to "redeem" the financial instruments covered under the plans, pursuant to Article 2357 et seqq. of the Italian Civil Code; the beneficiaries of the redemption, indicating if the same applies only to specific categories of employees; the repercussions of the termination of the Professional Relationship

on the said redemption................................................................................................................

19

4.11Any and all loans and other facilities made available for buying-back the Shares, within the

meaning of Article 2358 of the Italian Civil Code. ....................................................................	18
3

4.12The company's expected liability exposure as at the date of the assignment in question, as
estimated in light of the already established terms and conditions, providing a breakdown of the
overall liability exposure in question by type of security covered under the Plan. ....................	19
4.13Description of any dilutive impact the compensation plans may exert on the Share capital. ....	19
4.14Restrictions, if any, imposed on dividend entitlements and the exercise of voting rights. ........	19
4.15If the Shares are not traded on regulated markets, any and all information useful for a full
assessment of their value. ...........................................................................................................	19
4.16Number of financial instruments underlying each option. .........................................................	19
4.17Expiry of the options. .................................................................................................................	19
4.18Procedures (American/European), deadlines (for instance, exercise periods), and exercise
clauses (such as knock-in and knock-out clauses). ....................................................................	19

4.19Strike price of the option or methods and criteria for determining the strike price, with particular regard to: a) the formula for calculating the strike price on the basis of a given market price (fair market value); and b) the methods for determining the market price of reference for determining

the strike price. ...........................................................................................................................	19
4.20If the strike price departs from the fair market value determined pursuant to the procedures set
forth in point 4.19 b above, the reasons for such difference. .....................................................	19
4.21Grounds for applying different strike prices to various Beneficiaries or categories of
Beneficiaries. ..............................................................................................................................	19
4.22If the financial instruments underlying the options cannot be traded on regulated markets,
indication of the value attributable to the underlying financial instruments or of the criteria for
determining the same..................................................................................................................	19

4.23Criteria for carrying out the adjustments required in light of extraordinary capital and other transactions entailing changes in the number of the underlying securities (capital increases,

extraordinary dividend distributions, splits and reverse-splits of the underlying Shares, mergers
and de-mergers, transactions entailing changes in the Share category of the underlying Shares,
etc.). ............................................................................................................................................	19

4

FOREWORD

The Group's remuneration policies (as defined herein) - included in the Report on Remuneration Policy 2021 and subject to the required prior approval of the Shareholders' Meeting of Banca Generali S.p.A. ("Banca Generali" or the "Bank") - provide that, in due compliance with the applicable legislation governing remuneration, a part of the Variable Remuneration of "Key Personnel"(1) - as regards both the component with a typically incentivising nature (the "Bonus") and the other forms envisaged by the Bank of Italy's Supervisory Provisions on remuneration and incentive policies and procedures (see Bank of Italy's Circular No. 285 of 17 December 2013 - Supervisory Provisions for Banks - Part 1, Title IV, Chapter 2, "Remuneration and Incentive Policies and Procedures", currently in force; hereinafter the "Circular") (including, but not limited to, Severance, each term being defined herein) - be paid in financial instruments and, in particular, in Shares.

Accordingly, on 5 March 2021, the Bank's Board of Directors, with the prior positive opinion of the Remuneration Committee and the favourable opinion of the Board of Statutory Auditors, including in respect of Article 2389 of the Italian Civil Code, approved - as defined below - the guidelines of a share-based plan for 2021 (the "Incentive System") reserved for the Group's Key Personnel (as defined hereunder), to be submitted for the approval of the Shareholders' Meeting convened on 22 April 2021 (first call) and, if need be, on 23 April 2021 (second call). In this regard, reference is made to the Directors' Report drawn up pursuant to Articles 125-ter, paragraph 1, and 114-bis, paragraph 1, of Legislative Decree No. 58 of 24 February 1998, as further amended and extended ("TUF"), and Article 84-ter of the Consob Regulation adopted by Resolution No. 11971 of 14 May 1999, as further amended and extended (the "Rules for Issuers"), available from the Bank's website www.bancagenerali.com, section Corporate Governance/AGM.

The features of the Incentive System are consistent with applicable provisions on remuneration, and in particular with the provisions of the aforementioned Circular.

This Information Document (the "Information Document") is drawn up pursuant to Article 84-bis of the Rules for Issuers and in accordance with Layout 7 of Annex 3A to the Rules for Issuers, even with the regard to the numbering of the paragraphs.

Pursuant to Article 84-bis, paragraph 5, of the Rules for Issuers, in order to reflect information not available at the moment, the Information Document may be updated and/or amended during the process of implementing the Incentive System, and in any event as soon as such information becomes available.

It should be noted that, for the purposes of the information set out herein, the Incentive System is to be regarded as "of particular significance" pursuant to Article 114-bis, paragraph 3, of the TUF and Article 84-bis, paragraph 2, of the Rules for Issuers.

This Information Document is available for public consultation at Banca Generali's registered office in Trieste, at Via Machiavelli 4, at the Milan operating Offices, Direzione Affari Societari e Rapporti con le Authorities, Piazza Tre Torri 1, as well as via the centralised regulatory data storage mechanism SDIR-NIS, managed by BIt Market Services, at www.emarketstorage.comand on the Bank's website www.bancagenerali.com, Section Corporate Governance / AGM.

(1) Persons whose activity has or can have an impact on the risk profile of the Bank or Group.

5