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.

Index No. 16667File No. 8901

Minutes of the Ordinary and Extraordinary Shareholders' Meeting of a

Listed Company

THE REPUBLIC OF ITALY

This 18th (eighteenth) day of May

2022(two thousand twenty-two), in Milan, via Agnello 18.

I, the undersigned Carlo Marchetti, Notary Public in Milan, enrolled in the Register of Notaries Public of Milan, proceed to draw up the minutes of the Ordinary and Extraordinary Shareholders' Meeting of the Company BANCA GENERALI - Società per Azioni ("Banca Generali", the "Company" or the "Bank"), held on 21 (twenty-one) April 2022 (two thousand twenty-two) started at 9:30 A.M., in Milan, at my office, at Corso Italia 6.

I, the Notary, therefore acknowledge the points set out below, stating that, merely for convenience of presentation, the present indicative tense will be used, even though the events referred to took place on 21 (twenty-one) April 2022 (two thousand twenty-two).

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On 21 April 2022, at nine and thirty minutes A.M., at my office in Milan, at Corso Italia 6, I comply with the request of Antonio Cangeri, born in Rome on 18 June 1966, Chairman of the Board of Directors of "BANCA GENERALI - Società per Azioni", with registered office in Trieste, at Via Machiavelli 4, tax code and registration number with the Registrar 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 shares of a nominal value of

1.00 euro each, 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., to draw up the minutes of the Ordinary and Extraordinary Shareholders' Meeting of the indicated Company, as required by law.

In compliance with the request received, and pursuant to Article 106, paragraph 2, of Legislative Decree No. 18 of 17 March 2020,

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I, the Notary, acknowledge the following.

Pursuant to Article 12 of the Articles of Association, the Shareholders' Meeting is chaired by the Chairman of the Board of Directors of the Company, Antonio Cangeri, who invites me to attend the ordinary session of the General Shareholders' Meeting, at first call, of the said Company, so as to record the proceedings thereof, as set forth below. Therefore, he welcomes all the attendees and, exercising the power as per Article 12, paragraph 3, of the Articles of Association, requires me to draw up the minutes of the today General Shareholders' Meeting, also pointing out that the role played by me, 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 drawing up of the minutes is entrusted to me, the Notary.

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

The Chairman formally points out that: with regard to the place, method of participation, voting and conduct of this Shareholders' Meeting - in the light of (i)the measures taken by the central and regional governments in view of the ongoing Covid-19 emergency, (ii) the preventative measures adopted by the Banking Group and Generali Group to protect health with the aim of containing the spread of the virus, and (iii) the guidance by the Milan Notaries Association (particularly statements Nos. 187 of 11 March 2022 and 188 of 24 March 2022) - the following is established:

• the Shareholders' Meeting is formally held at the Company's offices in Milan, Corso Italia 6;
• in accordance with Decree-Law No. 18 of 17 March 2020, setting out "Measures to strengthen the National Health Service and economic support for families, workers and businesses related to the Covid-19 epidemiological emergency," as amended (so- called "Cure Italy Decree"), converted into Law No. 27 of 24 April 2020, the efficacy of which was extended, most recently, by Article 3, paragraph 1, of Decree-Law No. 228 of 30 December 2021, converted, with amendments into Law No. 15 of 25 February 2022, participation in the Shareholders' Meeting is only possible through the Appointed Representative pursuant to Article 135-undecies of Legislative Decree No. 58 of 24 February

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1998 ("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, in compliance with the fundamental principle of protecting the health of the Company's shareholders, employees, management and Financial Advisors; pursuant to the said "Cure Italy" Decree, the Company has exercised the option of holding its Shareholders' Meeting solely by 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 Shareholders' Meeting through a passive streaming platform that may be accessed, after 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/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 21 April 2022 (ordinary and extraordinary sessions, first call) and 22 April 2022 (ordinary and extraordinary sessions, second call) was published on 21 March 2022 on the Company's website www.bancagenerali.com, on Borsa Italiana S.p.A.'s website (www.borsaitaliana.it) and
  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 Italia Oggi on 21 March 2022; the notice of calling was also disclosed to the market through dissemination of the related press release on 21 March 2022;
  - as soon as the Secretariat terminates its activities, the number of parties entitled to attend the Shareholders' Meeting, the number of the shares registered and the percentage of share capital they represent will be announced;

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• for the intents and purposes of the structural and functional quora of this 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, and is represented by 116,851,637 ordinary shares of a nominal value of 1.00 euro each;
• at 8 April 2022 (record date), Banca Generali holds 2,219,262 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 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 absolute majority 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 following documents were published on the Company's website and filed with the Company's registered office, the operating offices in Milan, Direzione Affari Societari e Rapporti con le Authorities, at Piazza Tre Torri 1, and Borsa Italiana S.p.A., as well as through the authorised storage mechanism (www.emarketstorage.com), and are available to the public: (i) the Directors' reports on the motions concerning the items placed on the Agenda, pursuant to Article 125-ter of TUF; on this regard, he highlights that the disclosure obligations imposed under 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 by Resolution No. 11971 of 14 May 1999, as further amended and extended (the "Rules for Issuers")have been duly fulfilled;
• in view of the fact 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, 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 Lorenzo CAPRIO, Annalisa PESCATORI, Cristina RUSTIGNOLI, Massimo LAPUCCI and Vittorio Emanuele TERZI and Acting Auditors Flavia Daunia MINUTILLO and Mario Francesco ANACLERIO are instead attending

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through video conferencing; Directors Azzurra CALTAGIRONE and Roberta COCCO 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 the Cure Italy Decree); in addition, pursuant to Article 4 of the Shareholders' Meeting Rules, the following are present: (i) several 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 video 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., 8 April 2022), representing 50.1714% of share capital and 51.1427% of voting stock, of which: 38,573,769 shares are held through the subsidiary Generali Italia S.p.A., which holds a 33.0109% stake in the overall share capital and 33.6500% 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 9.6919% 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 4.9105% 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 2.4473% 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 0.4431% of the voting stock;

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