PRESS RELEASE CONTACTS:

www.bancagenerali.com

Media Relations

Michele Seghizzi

Tel. +39 02 6076 5683 michele.seghizzi@bancagenerali.it

Investor Relations

Giuliana Pagliari

Tel: +39 02 6076 5548 giuliana.pagliari@bancagenerali.it

2014 General Shareholders' Meeting of

Banca Generali held today

- 2014 Financial Statements and dividend of €0.98

per share approved

- New Board of Directors and new Board of

Statutory Auditors for the financial years 2015-

2016-2017 elected

Trieste, 23 April 2015 - The Shareholders' Meeting of Banca Generali was held today, chaired by

Paolo Vagnone.
The CEO of Banca Generali, Piermario Motta, commented: "We are very proud of the outstanding results achieved, which reflect the quality work and dedication we devote to safeguarding households' investments. The path on which we embarked three years ago has led Banca Generali to become a point of reference in its industry in terms of professionalism, innovation and ability to grow. Net profit more than doubled over this period, as did shareholder remuneration with the a 78% dividend increase since 2011. I wish to thank the Shareholders for the confidence in and respect of the work of the management team, which by its re-election has been called upon to continue in this direction. We look with enthusiasm and determination to our new term of office. I also wish to thank the Directors and Statutory Auditors who have greatly contributed to further strengthening Banca Generali. They have created the best conditions for the bank to confidently face the challenges and grasp the opportunities of the coming years, also with the support of the energies and experiences of the new members of Bank's governing body."
During the ordinary session, the Shareholders' Meeting:

approved the 2014 Financial Statements of Banca Generali S.p.A., which closed with a net profit of €167.5 million (€94.9 million in 2013). Consolidated net profit was €160.9 million (€141.3 million in 2013);

resolved to distribute a cash dividend of €0.98 per share (€0.95 in 2013), for a total payout of €113.4 million. The dividend payment date will be 20 May 2015, ex-coupon No. 9 on 18
May 2015 and record date 19 May 2015;

approved the Company's and Group's Remuneration and Incentivisation Policy and acknowledged the report concerning the implementation during 2014 of the policy approved by the Shareholders' Meeting on 23 April 2014;

1 / 4

approved the motion to raise to 2:1 the ratio of the variable to fixed component of the remuneration of some company managers included in the category of Key Personnel, as defined in the Remuneration and Incentivisation Policy;

appointed the Board of Directors - after reducing the number of its members to 9 - which will remain in office for three financial years, until the approval of the Financial Statements for the year ending 31 December 2017. The members of the Board were appointed on the basis of the lists submitted by the majority shareholder Assicurazioni Generali and by several Undertakings for Collective Investment in Transferable Securities under the aegis of Assogestioni. Specifically, from the majority list submitted by Assicurazioni Generali the following Directors were elected: Paolo Vagnone, Piermario Motta, Giancarlo Fancel, Philippe Roger Donnet, Giovanni Brugnoli, Anna Gervasoni, Massimo Lapucci, and Annalisa Pescatori. Vittorio Emanuele Terzi was elected from the list submitted under the aegis of Assogestioni.

The Directors' resumes are available from the Company's website, www.bancagenerali.com, in the section Corporate Governance - AGM;

confirmed Paolo Vagnone as Chairman of the Board of Directors;

set at €35,000 the gross annual remuneration of the members of the Board of Directors and at €70,000 the gross annual remuneration of the Chairman of the Board of Directors for the financial years ending 31 December 2015, 2016 and 2017, pursuant to Article 2389 of the Italian Civil Code and Article 13 of the Articles of Association;

appointed the Board of Statutory Auditors, which will remain in office for three financial years, until the approval of the Financial Statements for the year ending 31 December 2017. It will be made up of: Ettore Maria Tosi (Chairman) - the first and sole candidate of the list submitted by several Undertakings for Collective Investment in Transferable Securities under the aegis of Assogestioni, which obtained the second highest number of votes -, Mario Francesco Anaclerio and Flavia Daunia - respectively the first and second candidates of the list submitted by Assicurazioni Generali, which obtained the highest number of votes. Anna Bruno (the first candidate of the list submitted by Assicurazioni Generali) and Massimo Cremona (the first and sole candidate of the list submitted under the aegis of Assogestioni) were elected Alternate Auditors. Moreover, the Shareholders' Meeting set at €40,000.00 the annual gross remuneration of the Chairman of the Board of Statutory Auditors and at €30,000 the annual gross remuneration of the Regular Auditors for their term of office.

The resumes of members of the Board of Statutory Auditors are available from the
Company's website, www.bancagenerali.com, in the section Corporate Governance - AGM;

upon the motion, duly supported by a statement of grounds, raised by the Board of Statutory Auditors, appointed the auditing firm BDO S.p.A. as independent auditors for the financial years 2015-2023, determining their fees;

authorised the buy-back and disposal of 88,213 own shares aimed at implementing remuneration and incentivisation policies.

2 / 4


During the extraordinary session, the Shareholders' Meeting:
approved amendments to Articles 13 and 20 of the Articles of Association in order to bring them into line with: (i) the rules introduced by the Bank of Italy with the 7th update of Circular Letter No. 285 dated 17 December 2013 "Instructions on the remuneration and incentivisation policies and practices of banks and banking groups; and (ii) the provisions of the
Organisational and Management Model adopted by Banca Generali.

* * *

At the end of the General Shareholders' Meeting, the Board of Directors met and appointed company officers, confirming Piermario Motta as the company's Chief Executive Officer. Piermario Motta, who also retains the position of General Manager, was thus granted the necessary powers to carry out such function.
In addition, the Board of Directors ascertained that the following Directors meet the independence requirements pursuant to Article 148, paragraph 3, of Legislative Decree No. 58/1998, in compliance with the criteria set forth in the Corporate Governance Code of Listed Companies, Bank of Italy Circular Letter No. 285/2013, and Article 37, paragraph 1 d) of Consob Regulation No. 16191/97: Giovanni Brugnoli, Anna Gervasoni, Massimo Lapucci, Annalisa Pescatori, and Vittorio Emanuele Terzi. It was thus determined that the majority of the members of the Company's Board of Directors meets independence requirements.
The Board of Directors then appointed the members of the Remuneration Committee, the Nomination Committee, and Internal Audit and Risk Committee, choosing them from among Non-executive Directors who meet independence requirements.
In detail, the Board appointed: as members of the Remuneration Committee Giovanni Brugnoli (Chairman), Anna Gervasoni and Annalisa Pescatori; as members of the Nomination Committee Massimo Lapucci (Chairman), Giovanni Brugnoli and Vittorio Emanuele Terzi; and as members of the Internal Audit and Risk Committee Anna Gervasoni (Chairwoman), Massimo Lapucci, Annalisa Pescatori and Vittorio Emanuele Terzi.
In addition, the Board of Directors entrusted the Supervisory Board's functions to the Board of Statutory Auditors, pursuant to Legislative Decree No. 231/2001; accordingly, Ettore Maria Tosi serves as the Chairman and Mario Francesco Anaclerio and Flavia Daunia Minutillo as members of the Supervisory Board. The Board of Directors also determined the remuneration of the Supervisory Board.
Cristina Rustignoli was confirmed as Secretary of the Board of Directors.

* * *

Pursuant to applicable laws, the Financial Statements of Banca Generali S.p.A. and the Consolidated Financial Statements, as well as the associated accounting documentation, will be made available to the public at the Company's registered office, its operating offices in Milan at Via Ugo Bassi 6 and the offices of Borsa Italiana S.p.A. as of today, 23 April 2015. The minutes of the Shareholders' Meeting will also be made available to the public in the same manner and within the terms established by applicable laws and regulations.

3 / 4

* * *

The Manager responsible for preparing the company's financial reports (Stefano Grassi) declares, pursuant to Art. 154-bis of the Italian Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documentary results, books and accounting records.

Stefano Grassi

CFO of Banca Generali

4 / 4

distributed by