Banca Generali S p A : Minutes of the Ordinary and Extraordinary Shareholders’ Meeting

This is a translation provided only for your convenience. Only the Italian text has legal value.

General Shareholders' Meeting of Banca Generali S.p.A.

19 April 2023

9:30 A.M.

On 19 April 2023, at 9:30 A.M., at my office in Milan, at Corso Italia 6, Antonio Cangeri, born in Rome on 18 June 1966, Chairman of the Board of Directors of "BANCA GENERALI - Società per Azioni", ("Banca Generali" or the "Company"),with registered office in Trieste, at Via Machiavelli 4, tax code and registration number with the Register of Companies of Venezia Giulia 00833240328, authorised share capital of 119,378,836.00 euros, subscribed and paid-up share capital of 116,851,637.00 euros, divided into 116,851,637 ordinary shares with no par value, registered with the Bank Register under No. 5358, Parent Company of the Banca Generali Banking Group registered with the Banking Group Register, a bank which is a member of the Interbank Deposit Protection Fund (Fondo Interbancario di Tutela dei Depositi) and a company subject to management and coordination by Assicurazioni Generali S.p.A., chairs the General Shareholders' Meeting, pursuant to Article 12 of the Articles of Association. The Chairman welcomes all the attendees and, exercising the power as per Article 12, paragraph 3, of the Articles of Association, with the unanimous consensus of the attendees, requires Notary Carlo Marchetti to draw up the minutes of the General Shareholders' Meeting held today, also pointing out that the role played by the Notary does not preclude the assistance of the Secretary whom he -pursuant to Article 12 of the Articles of Association and Article 10 of the Shareholders' Meeting Rules - appoints in the person of the Secretary of the Board of Directors, attorney-at-law Carmelo REALE, without prejudice to the fact that, pursuant to applicable legislation and the Articles of Association, the preparation of the minutes is entrusted to the Notary.

The Chairman then proceeds to discharge the preliminary formalities related to the General Shareholders' Meeting held today.

The Chairman therefore acknowledges that, with reference to the place, method of participation, voting and conduct of this General Shareholders' Meeting, in accordance with the provisions of Article 106 of Law Decree No. 18/2020 converted by Law No. 27/2020, as amended and extended, the following has been established:

• the General Shareholders' Meeting is formally held at the Company's offices in Milan, Corso Italia 6;
• participation in the General Shareholders' Meeting is only possible through the Appointed
  Representative pursuant to Article 135-undecies of Legislative Decree No. 58 of 24 February 1998 (hereinafter "TUF") and, in any event, in accordance with applicable legislation in force

from time to time. The Appointed Representative could have also been granted proxy or sub-proxy authorisations pursuant 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; pursuant to the said regulation the Company has exercised the option of holding its General Shareholders' Meeting solely via telecommunications systems, appropriate, in any event, to permitting the participants to be identified and to attend, and voting rights to be exercised by the entitled parties through the Appointed Representative whom they have delegated to do so;

• in these circumstances, all shareholders have been entitled to participate in the General
  Shareholders' Meeting through a passive streaming platform that may be accessed, after identification is provided, in the manner and according to the instructions that have been
  duly reported on the Company's website at the address https://www.bancagenerali.com/governance/attending-the-agm.
  The Chairman then makes the following statements:
  - in order to ensure the orderly conduct of the proceedings, to permit proper minute-taking, on each occasion the Chairman will ask the Appointed Representative and those who are tasked with speaking to take the floor;
  - pursuant to Article 125-bis of TUF and Article 9 of the Articles of Association, the notice of calling of the General Shareholders' Meeting scheduled for 19 April 2023 (first call) and 20 April 2023 (second call) was published on 17 March 2023 on the Company's website (www.bancagenerali.com), on Borsa Italiana S.p.A.'s website (www.borsaitaliana.it), as well as through the authorised storage mechanism (www.emarketstorage.com);
  - an excerpt of the notice of calling of the General Shareholders' Meeting was published on the daily Milano Finanza on 17 March 2023; the notice of calling was also disclosed to the market through the issuance of the related press release on 17 March 2023;
  - as soon as the Secretary concludes its activities, the number of parties entitled to attend the General Shareholders' Meeting, the number of the shares registered and the percentage of share capital they represent will be announced;
  - for the intents and purposes of the structural and functional quora of this General Shareholders' Meeting, as of today's date, the authorised share capital amounts to 119,378,836.00 euros, subscribed and paid-up for 116,851,637.00 euros, and is represented by 116,851,637 ordinary shares with no par value;
  - at 6 April 2023 (record date), Banca Generali held 2,809,497 treasury shares.
  The Chairman points out that, pursuant to Article 2368, paragraph 1, of the Italian Civil Code, the ordinary session of the General Shareholders' Meeting is deemed to be validly constituted, at first call, if at least half of the Company's overall voting stock is represented at the said meeting - therefore excluding shares with no voting rights therein - and may pass resolutions by the favourable vote of at least two thirds of the voting stock represented

at the meeting, without prejudice to the cases in which a different majority is required by regulatory or statutory provisions.

He continues, noting that:

• the Directors' Reports on the proposals concerning the items on the Agenda, pursuant to and within the terms set forth in Article 125-ter of TUF, have been made available to the public, published on the Company's website, and filed with the registered office, the operating offices in Milan, Direzione Affari Societari e Rapporti con le Authorities, Piazza Tre Torri 1, with Borsa Italiana S.p.A., as well as and on the authorised storage mechanism (www.emarketstorage.com), also informing that the disclosure obligations provided for by Articles 73, 77, paragraph 1, 77, paragraph 2-bis, 84, paragraphs 1 and 2, 84-bis,84-ter and 84-quater of the CONSOB Regulation approved through Resolution No. 11971 of 14 May 1999, as amended and extended (the "Rules for Issuers"), have been duly fulfilled;
• given that documentation regarding the various matters on the Agenda was subject to the public disclosure obligations established by applicable legislation in advance of the date of the meeting, the Agenda will not be read out;
• in addition to the Chairman of the Board of Directors and the Notary, Carlo MARCHETTI, the Chief Executive Officer and General Manager, Gian Maria MOSSA, and the Chairman of the Board of Statutory Auditors, Natale FREDDI, are physically attending the meeting; Directors Azzurra CALTAGIRONE, Ilaria ROMAGNOLI, Cristina RUSTIGNOLI, and Vittorio Emanuele TERZI and Acting Auditors Flavia Daunia MINUTILLO and Mario Francesco ANACLERIO are instead attending through video conferencing; Directors Lorenzo CAPRIO, Roberta COCCO and Alfredo Maria DE FALCO are not present, with justification; the Secretary of the Board of Directors, attorney-at-law Carmelo REALE, is physically attending the meeting; Studio Legale Trevisan & Associati, in the person of attorney-at-law Dario TREVISAN, designated by the Company as Appointed Representative pursuant to Article 135-undecies of TUF, is also physically present and has been granted by shareholders all proxies and/or sub-proxies, including pursuant to Article 135-novies of TUF, in derogation from Article 135-undecies, paragraph 4, of the said Decree (this by virtue of what is permitted by the provisions of Law Decree No. 18/2020, converted by Law No. 27/2020, as amended and extended); in addition, pursuant to Article 4 of the Shareholders' Meeting Rules, the following persons are present: (i) some employees of the Bank, strictly for the purposes of providing support to the meeting's proceedings, and (ii) pursuant to that same Article of the Shareholders' Meeting Rules, the representative of the independent auditing firm by streaming connection;
• the proceedings of the General Shareholders' Meeting are audio recorded, pursuant to Article 6 of the Shareholders' Meeting Rules, and solely for the purpose of streamlining the task of drawing up the minutes thereof;

• as per the Shareholders' Register, and the notices received pursuant to Article 120 of TUF, as well as other available information, the following parties hold, indirectly through the Appointed Representative, more than a 3% interest in the Company's share capital: Assicurazioni Generali S.p.A., which indirectly holds a total of 58,626,146 shares at record date (i.e., 6 April 2023), representing 50.1714% of share capital and 51.4074% of voting stock, of which: 38,573,769 shares are held through the subsidiary Generali Italia S.p.A., which therefore holds a 33.0109% stake in the overall share capital and 33.8241% of the voting stock; 11,110,000 shares are held through the subsidiary Generali Vie S.A., which therefore holds a 9.5078% stake in the overall share capital and 9.7420% of the voting stock; 5,629,073 shares are held through the subsidiary GenertelLife S.p.A., which therefore holds a 4.8173% stake in the overall share capital and 4.9359% of the voting stock; 2,805,373 shares are held through the subsidiary Alleanza Assicurazioni S.p.A., which therefore holds a 2.4008% stake in the overall share capital and 2.4600% of the voting stock; and 507,931 shares are held through the subsidiary Genertel S.p.A, which therefore holds a 0.4347% stake in the overall share capital and 0.4454% of the voting stock;
• Silchester International Investors LLP, which directly holds a total of 7,415,192 shares at record date (i.e., 6 April 2023), representing a 6.35% stake in overall share capital and 6.50% of the voting stock;
• as far as the Company is aware, there are no shareholders' agreements in place, and the Appointed Representative is therefore invited to report, in the name and on the account of the Shareholders he represents, the existence of any shareholders' agreements pursuant to Article 122 of TUF, it being noted that voting rights cannot be exercised through the Appointed Representative by any vote-holders who have failed to discharge their obligations to report and file shareholders' agreements pursuant to the above-mentioned Article 122, paragraph 1, of TUF; the Appointed Representative takes the floor and declares, to the best of his knowledge, that there are no shareholders' agreements pursuant to Article 122 of TUF;
• pursuant to Article 5 of the Shareholders' Meeting Rules, the Chairman ensures that the validity of the proxies is checked as required by the applicable law;
• pursuant to Article 135-undecies of TUF, the Company has designated Studio Legale Trevisan & Associati, with its registered office in Milan, Viale Majno 45, in the person of attorney-at-law Dario TREVISAN, as Appointed Representative, to whom the shareholders were entitled to send their proxy and/or sub-proxy authorisations, pursuant to Article 135- novies of TUF, by derogation of Article 135-undecies, paragraph 4, of the said Decree (this by virtue of what is permitted by the provisions of Law Decree No. 18/2020, converted by Law No. 27/2020, as amended and extended); he therefore invites the Appointed Representative to report the number of shareholders who sent their proxy and/or sub-proxy authorisations, pursuant to Article 135-novies and undecies of Legislative Decree No. 58/98, in conjunction

with Article 106 of Law Decree No. 18/2020, converted by Law No. 27/2020, as amended and extended, and will therefore vote indirectly through him; the Appointed Representative takes the floor and reports he received No. 395 proxies with voting rights, equal to 85,392,058 ordinary shares of the Company and representing 73.08% of share capital.

The Chairman also asks the Appointed Representative to report the existence of any situations of lack of voting rights or exclusion from voting pursuant to the law, regulations and the Articles of Association. This is requested in reference to all votes; addressing the meeting, the Appointed Representative declares (i) that there are no situations of lack of voting rights or exclusion from voting pursuant to the law, regulations and the Articles of Association in relation to all votes, and (ii) that he has received the voting instructions in relation with all the proposed resolutions in respect of the items on the Agenda, unless otherwise indicated.

The Chairman then notes that, pursuant to the law, the personal data collected for the purposes of the General Shareholders' Meeting are processed by the Company in both electronic and paper format for the sole purposes of the regular conduct of the proceedings and proper minute-taking, and observes that the list of names of those participating by proxy, including all information required by applicable legislation, is appended to the minutes of the General Shareholders' Meeting as an integral part thereof under Schedule "A".

The Chairman points out that the said list will be published and notified in compliance with statutory obligations, as well as made available on the Company's website (www.bancagenerali.com), together with the minutes of all General Shareholders' Meetings held in recent years.

He also reminds that any and all persons interested in exercising the rights arising under applicable regulatory provisions, including the right to request and require any and all data pertaining to them to be updated, rectified or integrated, may do so by contacting Banca Generali's Data Protection Officer, who is placed in charge of liaising with data subjects. He clarifies that votes will be cast as follows: for each item on the Agenda, the Appointed Representative will announce for which shares he has received votes in FAVOUR, AGAINST or ABSTAINING, and the count of those not voting.

The Chairman reports that, in accordance with applicable legislation, the number of shares filed for the purposes of this General Shareholders' Meeting was found to coincide with the communications required pursuant to the law and that the right to admission to voting was found to be held by those participating in the meeting by proxy holding more than 3% of share capital with voting rights. He also announces that the right to admission to voting has been found to be held by those holding a qualified interest in the share capital pursuant to Legislative Decree No. 385 of 1 September 1993.