Banca Generali S p A : Summary statement of voting

Banca Generali S.p.A.

ORDINARY SHAREHOLDERS' MEETING

19 april 2023

Item 1.a on the Agenda

Financial Statements at 31 December 2022. 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.

	No. of shares	% of shares	% of share capital
		represented at the
		Shareholders'
		meeting
Shares represented at the
Shareholders' meeting	85.392.058	100,00%	73,08%
Shares for which votes were cast	85.392.058	100,00%	73,08%
In favour	85.262.142	99,85%	72,97%
Against	500	0,00%	0,00%
Abstentions	129.416	0,15%	0,11%
Not voting	0	0,00%	0,00%
TOTAL	85.392.058	100,00%	73,08%

Item 1.b on the Agenda

Financial Statements at 31 December 2022. Allocation of net profit for the year; relevant and ensuing resolutions.

	No. of shares	% of shares	% of share capital
		represented at the
		Shareholders'
		meeting
Shares represented at the
Shareholders' meeting	85.392.058	100,00%	73,08%
Shares for which votes were cast	85.392.058	100,00%	73,08%
In favour	85.382.013	99,99%	73,07%
Against	0	0,00%	0,00%
Abstentions	10.045	0,01%	0,01%
Not voting	0	0,00%	0,00%
TOTAL	85.392.058	100,00%	73,08%

Item 2 on the Agenda

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

	No. of shares	% of shares	% of share capital
		represented at the
		Shareholders'
		meeting
Shares represented at the
Shareholders' meeting	85.392.058	100,00%	73,08%
Shares for which votes were cast	85.392.058	100,00%	73,08%
In favour	76.931.213	90,09%	65,84%
Against	601.904	0,71%	0,51%
Abstentions	7.858.941	9,20%	6,73%
Not voting	0	0,00%	0,00%
TOTAL	85.392.058	100,00%	73,08%

Item 3 on the Agenda

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.

	No. of shares	% of shares	% of share capital
		represented at the
		Shareholders'
		meeting
Shares represented at the
Shareholders' meeting	85.392.058	100,00%	73,08%
Shares for which votes were cast	85.392.058	100,00%	73,08%
In favour	74.015.439	86,68%	63,34%
Against	845.035	0,99%	0,73%
Abstentions	10.531.584	12,33%	9,01%
Not voting	0	0,00%	0,00%
TOTAL	85.392.058	100,00%	73,08%

Item 4 on the Agenda

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

	No. of shares	% of shares	% of share capital
		represented at the
		Shareholders'
		meeting
Shares represented at the
Shareholders' meeting	85.392.058	100,00%	73,08%
Shares for which votes were cast	85.392.058	100,00%	73,08%
In favour	77.584.402	90,86%	66,40%
Against	162.100	0,19%	0,14%
Abstentions	7.645.556	8,95%	6,54%
Not voting	0	0,00%	0,00%
TOTAL	85.392.058	100,00%	73,08%

Item 5 on the Agenda

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

	No. of shares	% of shares	% of share capital
		represented at the
		Shareholders'
		meeting
Shares represented at the
Shareholders' meeting	85.392.058	100,00%	73,08%
Shares for which votes were cast	85.392.058	100,00%	73,08%
In favour	77.011.446	90,19%	65,91%
Against	531.216	0,62%	0,45%
Abstentions	7.849.396	9,19%	6,72%
Not voting	0	0,00%	0,00%
TOTAL	85.392.058	100,00%	73,08%

Item 6 on the Agenda

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.

	No. of shares	% of shares	% of share capital
		represented at the
		Shareholders'
		meeting
Shares represented at the
Shareholders' meeting	85.392.058	100,00%	73,08%
Shares for which votes were cast	85.392.058	100,00%	73,08%
In favour	77.593.947	90,87%	66,40%
Against	162.100	0,19%	0,14%
Abstentions	7.636.011	8,94%	6,54%
Not voting	0	0,00%	0,00%
TOTAL	85.392.058	100,00%	73,08%

Item 7 on the Agenda

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.

	No. of shares	% of shares	% of share capital
		represented at the
		Shareholders'
		meeting
Shares represented at the
Shareholders' meeting	85.392.058	100,00%	73,08%
Shares for which votes were cast	85.392.058	100,00%	73,08%
In favour	85.382.013	99,99%	73,07%
Against	500	0,00%	0,00%
Abstentions	9.545	0,01%	0,01%
Not voting	0	0,00%	0,00%
TOTAL	85.392.058	100,00%	73,08%

Item 8 on the Agenda

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

	No. of shares	% of shares	% of share capital
		represented at the
		Shareholders'
		meeting
Shares represented at the
Shareholders' meeting	85.392.058	100,00%	73,08%
Shares for which votes were cast	85.392.058	100,00%	73,08%
In favour	85.137.745	99,70%	72,86%
Against	243.505	0,29%	0,21%
Abstentions	10.308	0,01%	0,01%
Not voting	500	0,00%	0,00%
TOTAL	85.392.058	100,00%	73,08%