Turin, 28 March 2025 – In relation to the Intesa Sanpaolo Shareholders’ Meeting called for 29 April 2025, on the basis of the guidelines issued by the outgoing Board of Directors of the Bank for the list of candidates for appointment to the new Board of Directors and Management Control Committee for the financial years 2025-2027, the Foundations that are signatories to the shareholder consultation and voting agreement signed on 11 November 2024, with the intention of ensuring:
- a quantitatively optimal composition, taking into account the complexity of the Bank’s organisation, operations and governance and the assessments made regarding the dynamics of the Governing Body’s operations;
- continuity of action and preservation of the valuable information and experience accumulated during previous mandates;
- a concrete response to the need to continue making decisions of high quality, diversity and complementarity, and to include new strategic skills, professionalism and personality, ensuring continuity of the Bank’s ability to conduct in-depth analysis and debate on the complex issues within the remit of the Board and the Management Control Committee, and guaranteeing the appropriate composition and effective operation of the Board Committees,
submitted the following list of 17 candidates on 27 March 2025:
SECTION 1
1. GIAN MARIA GROS-PIETRO
2. PAOLA TAGLIAVINI
3. CARLO MESSINA
4. MARIANGELA ZAPPIA
5. FRANCO CERUTI
6. PAOLO MARIA VITTORIO GRANDI
7. LUCIANO NEBBIA
8. LIANA LOGIURATO
9. PIETRO PREVITALI
10. MARIA ALESSANDRA STEFANELLI
11. BRUNO MARIA PARIGI
12. DONATELLA BUSSO
13. SILVIA MERLO
14. PAOLO MESSA
SECTION 2
1. FABRIZIO MOSCA
2. MARIELLA TAGLIABUE
3. MAURA CAMPRA
In the same context, the Foundations proposed the following: (i) to set the number of members of the Board of Directors to be appointed at 19, (ii) to reconfirm Prof. Gian Maria Gros-Pietro as Chairman of the Board, (iii) to appoint Prof. Paola Tagliavini as Vice-Chairman, and (iv) to nominate Prof. Carlo Messina as the ideal candidate for the role of Managing Director and CEO, within the framework of the list presented, without prejudice to the full prerogatives of the Board of Directors to be appointed, under the powers set out in the Articles of Association.
Given the results achieved by the Bank over the past decade, which have positioned Intesa Sanpaolo as a leader among European banks in terms of both reliability and support for the country’s development, the Chairs of the Foundations, in their role as long-term institutional shareholders, express their sincere appreciation for the CEO’s vision and effective management and hope that Dr Carlo Messina will continue to lead the Bank in future terms.
Finally, the Foundations proposed, in line with the recommendations of the outgoing Board, to maintain the current emoluments for directors who are not also members of the Management Control Committee, while increasing the fixed remuneration for directors who are also members of the Management Control Committee, as well as providing additional remuneration for the Chairman of the Management Control Committee.