The Board of Directors of Intesa Sanpaolo has announced plans to propose new long-term incentive initiatives for its employees at the upcoming Shareholders’ Meeting scheduled for April 30, 2026. The proposals include capital increases to support two incentive plans that are part of the bank’s strategy to meet objectives set in its 2026-2029 Business Plan.
The first initiative, known as the 2026-2029 Performance Share Plan, is intended for Risk Takers and Middle Managers within the group. This plan will offer performance shares—Intesa Sanpaolo ordinary shares—subject to specific performance conditions during the business plan period. These shares will be issued through a share capital increase without payment.
A second initiative, called the 2026-2029 Leveraged Employee Co-Investment Plan (LECOIP), targets all other Group employees in Italy. It includes both an assignment of newly issued ordinary shares free of charge and an opportunity for employees to participate in an investment plan proportional to the number of shares received. Shares for this plan will also come from a reserved capital increase at a discounted price compared with market value.
Regarding an earlier incentive scheme, the board intends to update the maximum number of shares provided under powers delegated by shareholders in April 2022. This adjustment concerns the 2022-2025 Performance Share Plan aimed at supporting key objectives from that period’s business plan.
“The related documentation will be made available to the public in accordance with regulations in force within the terms provided,” stated Intesa Sanpaolo.
All proposed share capital increases are subject to approval by relevant authorities.
For the 2026-2029 Performance Share Plan, up to 62 million ordinary shares may be issued through a non-payment capital increase, representing approximately 0.34% of Intesa Sanpaolo’s post-increase share capital.
If full employee participation occurs in the LECOIP, up to 246 million ordinary shares could be issued across both non-payment and payment-based capital increases—amounting to roughly 1.39% of total share capital after issuance.
In relation to updates on the previous performance share plan covering 2022-2025, a further maximum of 40 million additional ordinary shares could be issued beyond what was resolved at the extraordinary meeting in April 2022. This would account for about 0.22% of post-increase share capital.
The bank confirmed that all documentation and further details regarding these proposals will be published according to regulatory requirements.
