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

INFORMATION DOCUMENT

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

as subsequently amended and extended)

ON THE LONG-TERM INCENTIVE PLAN "2024 LTI PLAN"

Milan, 5 March 2024

- 1 -

CONTENTS
CONTENTS	2
DEFINITIONS	5
FOREWORD	8
1. RECIPIENTS	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 plan 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 PLAN	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 incentive plans based on financial instruments	10
2.3. Elements underlying the determination of remuneration based on financial instruments, 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

1. Assessments regarding significant tax and accounting implications that informed the definition of the Plan 12
2. 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
3.2	The persons and parties in charge of managing the Plan, and the functions and powers thereof	12
3.3	Procedures, if any, for revising the Plan, especially in light of changes in the underlying targets	13
3.4	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	13
	- 2 -

3.6 For the intents and purposes of the requirements imposed under Article 84-bis, paragraph 1, of the Rules for Issuers the date of the decision adopted by the relevant corporate body to submit the plans to the 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) of the Rules for Issuers 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 17 of Regulation (EU) No 596/2014; for example, if such information:

1. is not yet in the public domain and may positively affect market prices, or (b) has already been

	published and is liable to negatively affect market prices	14
4. FEATURES OF THE INSTRUMENTS ASSIGNED	15
4.1	Description of how the share-based remuneration plans are structured; specify, for instance, whether or
	not the plan is based on the assignment of: restricted stock; phantom stock; option grants; stock options
	or stock appreciation rights	15
4.2	Specification of the period of actual implementation of the Plan, with an indication of any other cycles
	that might be contemplated	15
4.3	Term of the plan	15
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	15

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

15

4.6 Indication of any retention period for instruments assigned 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	15
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	16
4.8	Description of the effects arising from termination of the work relationship	16
4.9	Other possible reasons for which the plan may be cancelled	17

4.10 The 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 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

17

- 3 -

4.11 Any and all loans and other facilities made available for buying-back the shares, within the meaning of
Article 2358 of the Civil Code	17
4.12 The 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	17
4.13 Description of any dilutive impact the compensation plans may exert on the Share capital	17
4.14 Restrictions, if any, imposed on dividend entitlements and the exercise of voting rights	17
4.15 If the shares are not traded on regulated markets, any and all information useful for a full assessment of
their value	17
4.16 Number of financial instruments underlying each option	17
4.17 Expiry of the options	18
4.18 Procedures (American/European), deadlines (for instance, exercise periods), and exercise clauses (such
as knock-inand knock-outclauses)	18

4.19 Strike 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	18
4.20 If the strike price departs from the fair market value determined pursuant to the procedures set forth in
point 4.19.b above (fair market value), the reasons for such departure	18
4.21 Grounds for applying different strike prices to various Beneficiaries or categories of Beneficiaries	18

1. If 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
   18
2. Criteria 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.)

18

- 4 -

DEFINITIONS

The terms indicated below have the following meanings for the purposes of this Information Document:

Directors	Each executive director of Banca Generali and its subsidiaries.
Chief Executive	Director vested with full managerial authority and ultimate responsibility for the
Officer	management of Banca Generali
Shareholders'	General Shareholders' Meeting of Banca Generali
Meeting
Shares	Banca Generali ordinary Shares
Beneficiaries	The beneficiaries of this Plan, i.e., the Chief Executive Officer and General Manager,
	the Deputy General Managers, the General Managers of the Subsidiaries, the
	Area/Direction Managers reporting to the Chief Executive Officer/General Manager
	and the Deputy General Managers, as well as other managers - with the exception of
	the control functions - who will be identified by the Board of Directors, at its sole
	discretion, upon launching the Plan or during the Plan's three year period (2024-2026),
	taking account of the significant role they have in the Banking Group and with a view
	to creating value. In implementing the Plan, the Board of Directors will specifically
	identify the Beneficiaries amongst those who hold the aforementioned roles, also
	determining the Objectives and the number of Shares to be assigned.
Circular	Bank of Italy Circular No. 285 of 17 December 2013, "Supervisory Provisions for
	Banks", Part I, Title IV, Chapter 2, Remuneration and Incentive Policies and
	Procedures, currently in force.
Civil Code	The Italian Civil Code, approved by Royal Decree No. 262 of 16 March 1942, as
	subsequently amended and extended.
Corporate	The Corporate Governance Code of listed companies prepared by the Corporate
Governance Code	Governance Committee and promoted by Borsa Italiana S.p.A.
Remuneration	The Bank's Remuneration Committee pro tempore.
Committee
Board of	The Bank's Board of Directors pro tempore.
Directors
Subsidiaries	Without distinction, each of the companies directly or indirectly controlled from time
	to time by the Bank, within the meaning of Article 2359 of the Civil Code, and which
	have a current Relationship with one or more Beneficiaries.
Date of Approval	The date of approval of the Plan by the Generali Shareholders' Meeting.
Employees	The executives and employees who currently work for Banca Generali or one of its
	Subsidiaries, either under open-ended or fixed-term contracts, excluding all forms of
	independent contractors or consultants.
Information	This information document drawn up pursuant to and for the intents and purposes of
Document	Article 84-bis, paragraph 1, of the Issuers' Regulation.
Banca Generali	Indicators representing the Banking Group's specific access thresholds identified from
Banking Group's	time to time as part of the Remuneration Policy in force, currently linked to the
Gates	Common Equity Tier 1 ratio and to the Liquidity Coverage Ratio to be met in order to
	qualify for the assignment of the Shares. The parameters and their characteristics are
	outlined in the Participation Form of each Beneficiary, without prejudice to the fact
	that they may be subsequently changed and amended at the discretion of the Bank's
	relevant corporate bodies, in accordance with applicable regulations.
	- 5 -

Banking GroupThe Banca Generali Banking Group, registered in the Register of Banking Groups, whose parent company is Banca Generali S.p.A., having its registered office in Trieste, Italy, Via Machiavelli 4, registered in the Register of Banks at number 5358.

Generali GroupAssicurazioni Generali S.p.A. and the companies under Italian and foreign law subject, directly or indirectly, to its control, pursuant to Article 2359 of the Civil Code.

Particularly HighThe lesser between: a) 25% of the average total remuneration of Italian high-earners,

Amount	as per the most recent report published by EBA; and b) 10 times the average total
	remuneration of the Bank's employees. Said amount is given in the Remuneration
	Policy.
Participation	The form given by Banca Generali to Beneficiaries indicating (i) the Objectives; and
Form	(ii) the Gates of the Banking Group Banca Generali, the subscription and return of
	which to Banca Generali by the Beneficiaries will constitute full and unconditional
	adherence to the Plan.
Objectives	The performance indicators specified by the Board of Directors and set out in detail in
	the Participation Form of each Beneficiary, the reaching of which results - provided
	that Banca Generali Banking Group's Gates are satisfied - in the assignment of Shares
	that each Beneficiary may become entitled to receive pursuant to the Plan.
Key Personnel	The personnel identified by the Bank as Key Personnel pursuant to applicable
	regulations.
	For the sole purposes of this Information Document, this definition includes
	individuals, other than those mentioned above, who are identified as Key Personnel
	by Subsidiaries that are required to adopt specific remuneration policies in
	compliance with local and/or industry regulations.
Top Key	The Executive Directors, General Manager, Joint General Managers, Deputy General
Personnel	Managers and other individual in similar positions, and the Heads of the main
	business areas (and of areas with a higher risk profile, such as investment banking),
	corporate functions or geographical areas, as well as those who report directly to
	corporate bodies with supervisory, strategic, management and control functions.
Remuneration	The Bank's Remuneration policy in force from time to time.
Policy
Professional	The employment and /or administration and/or temporary contract and/or contractor
Relationship	relationship between the Beneficiary and the Bank or one of its Subsidiaries.
Issuers'	The Rules adopted by Consob under Resolution No. 11971 of 14 May 1999, as
Regulation	amended and extended.
Plan Entity	Banca Generali.
Cash Settlement	The cash amount that Banca Generali may, at its discretion and on the basis of a
	resolution of the Board of Directors, be paid, without prejudice to the principles set
	forth by the Circular, also to single Beneficiaries in place- in full or in part - of
	Shares that should be granted to them, calculated on the basis of the average official
	Shares price on Euronext Milan - as ascertained by Borsa Italiana S.p.A. - in the
	month prior to Shares assignment, or, in case the Shares should no longer be listed, on
	the basis of their normal value pursuant to Article 9 of the Presidential Decree of No.
	917 of 22 December 1986, as determined by an independent expert appointed by Banca
	Generali
	- 6 -

TUB	Italian Legislative Decree No. 385 of 1	September 1993, as subsequently amended
	and extended.
TUF	Italian Legislative Decree No. 58 of 24	February 1998, as subsequently amended and
	extended.

- 7 -

FOREWORD

This Information Document is issued by Banca Generali S.p.A., with registered office in Trieste, Via Machiavelli 4, registered with the Bank Register under No. 5358 ("Banca Generali" or the "Bank"), in accordance with the provisions of Articles 114-bis of TUF and 84-bis, paragraph 1, of the Issuers' Regulation, as well as with Layout 7 of Annex 3A of the said Rules, with a view to providing shareholders and the financial community with appropriate in-depth information on the long-term incentive plan denominated "2024 LTI Plan", approved by the Board of Directors on its meeting of 5 March 2024, upon obtaining the favourable opinion of both the Remuneration Committee and the Board of Statutory Auditors, pursuant to Article 2389 of the Civil Code ("2024 LTI Plan" or "Plan") and to be submitted to the General Shareholders' Meeting to be held, in first call, on 18 April 2024 and, where necessary, in second call, on 19 April 2024, and concerning the allotment at no cost of Shares to the Directors and Employees of the Bank and of its Subsidiaries, as identified by the Board of Directors among those who are vested with functions that are strategically relevant to achieving the Banking Group's objectives.

As described in the Remuneration Policy, the Plan is one of the instruments for determining the total variable component for the Banking Group's top managers, and in particular the instrument aimed at recognising and reflecting the Banking Group's medium/long-term objectives, when calculating the variable remuneration of the above-mentioned individuals, to be fully paid in Shares.

The characteristics of the 2024 LTI Plan are consistent with applicable provisions on remuneration, in particular those of Bank of Italy Circular.

For the purposes of implementation of the Plan, the Shares assigned at no cost to the Beneficiaries will derive, in whole or in part, from the treasury shares that the Company may buy back and dispose of under specific authorisation from the Shareholders' Meeting pursuant to Articles 2357 and 2357-ter of the Civil Code.

For further detailed information, reference should be made to the Directors' Illustrative Report to be submitted to the shareholders and drawn up pursuant to Articles 125-ter, paragraph 1, and 114-bis, paragraph 1, of TUF and Article 84-ter of the Issuers' Regulation. The said Report is made available on the Bank's website www.bancagenerali.com, section Governance - AGM.

Similarly, this Information Document is made available to the public at Banca Generali's registered office in Trieste, Via Machiavelli 4, and at its operating offices in Milan, 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 Governance - AGM.

- 8 -

1. RECIPIENTS

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.
   Currently (and without prejudice to subsequent changes, and conditional upon any Board of Director's decisions), potential Beneficiaries include the Chief Executive Officer and General Manager of the Bank.
   The names of the actual Beneficiaries identified by the Board of Directors and the other information envisaged in paragraph 1 of Layout 7 of Annex 3A to the Issuers' Regulation will be provided according to the methods set out in Article 84-bis, paragraph 5, letter a), of the Issuers' Regulation.
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.
   The potential Beneficiaries of the Plan include Employees or collaborators falling into the following categories: the Deputy General Managers, the General Managers of Subsidiaries, the Area/Direction Managers directly reporting to the Chief Executive Officer/General Manager and to the Deputy General Managers, as well as other Managers - with the exception of control functions - who will be carefully selected upon launching the Plan or during the three years of reference (2024-2026), in consideration of the significance of their role in the Banking Group.
   Information requested in this regard will be provided according to the methods set out in Article 84-bis, paragraph 5, letter a), of the Issuers' Regulation.
3. Names of the Beneficiaries of the plan belonging to the groups indicated in point 1.3, letters a), b) and c) of Annex 3A, Layout 7, of the Issuers' Regulation.

1. General Managers of the issuer of financial instruments

To date (and without prejudice to subsequent changes and subject to the Board of Directors' decisions), these potential Beneficiaries include the Chief Executive Officer and General Manager of the Bank.

The names of the actual Beneficiaries identified by the Board of Directors and the other information envisaged in paragraph 1 of Layout 7 of Annex 3A to the Issuers' Regulation will be provided according to the methods set out in Article 84-bis, paragraph 5, letter a), of the Issuers' Regulation.

1. Other Directors with strategic responsibilities of the issuer of financial instruments that do not fall into the "small size" category within the meaning of Article 3, paragraph 1, point (f), of Regulation
   No. 17221 of 12 March 2010, if their overall remuneration (inclusive of both earnings in cash, and compensation based on financial instruments) during the financial year exceeds the highest overall remuneration received by the Board members, members of the governing body or the general managers of the issuer of financial instruments.

Not applicable: during the financial year, potential Beneficiaries did not include Directors with strategic responsibilities who during the year received overall remuneration exceeding the highest overall remuneration received by members of the Board of Directors and General Managers.

1. Individuals who control the issuer and are either employees of the latter or serve the issuer as outside collaborators.

Not applicable.

- 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 Issuers' Regulation.

a) Directors with strategic responsibilities other than those listed in letter b) of paragraph 1.3

To date, potential Beneficiaries include the Deputy General Managers, in detail (without prejudice to subsequent changes), the Deputy General Manager Products, Wealth and Asset Management and the Deputy General Manager Commercial Networks, Alternative and Support Channels.

The full indication of actual Beneficiaries identified by the Board of Directors and the other information envisaged in paragraph 1 of Layout 7 of Annex 3A to the Issuers' Regulation will be provided according to the methods set out in Article 84-bis, paragraph 5, letter a), of the Issuers' Regulation.

1. Full indication of all the Directors with strategic responsibilities of the issuer falling within the "small size" category within the meaning of Article 3, paragraph 1, point (f), of Regulation No. 17221 of 12 March 2010
   Not applicable.
2. Of any and all other categories of employees or collaborators for whom differentiated features of the plan are applicable (e.g., managers, executives, office personnel, etc.)
   Not applicable.

2. REASONS FOR ADOPTING THE PLAN

2.1 Goals pursued through the assignments made under the Plans

The Plan, in line with the Circular and applicable regulations, as well as the best practices (including the principles and recommendations of the Corporate Governance Code), intends to pursue the objective of increasing the value of Banca Generali Shares meanwhile aligning, the economic interest of its Beneficiaries to those of all the stakeholders.

The Plan has the following objectives:

1. to determine a connection with the component of variable remuneration linked to the medium-long term objectives and the value creation for the shareholder, taking into account the Banking Group's sustainability and the results actually achieved;
2. to develop the culture of performance in accordance with the Group's philosophy;
3. to contribute to the creation of a balanced mix between fixed and variable elements of the
   Beneficiaries' remuneration;
4. to obtain the management's loyalty at Banking Group's level.

In particular, the Plan aims to reinforce the link between the remuneration of Beneficiaries and the performance of the Bank and the Banking Group.

To achieve these objectives, it was decided to:

1. pay a component of the variable remuneration in the form of Shares and only at the achievement of specific Objectives;
2. link the incentive to the Share value resulting from the average price of the Shares in the three months prior to approval, by the Board of Directors, of the draft financial statements and the consolidated financial statements for the previous financial year (based on the mechanism described more in detail under point 2.3);
3. define a three years' time vesting period;
4. provide for specific malus and claw-back clauses.

2.2 Key variables, including performance indicators, taken into consideration in making assignments pursuant to incentive plans based on financial instruments

The Plan provides that the number of Shares actually assigned be directly linked to the achievement of

• 10 -