12 members were appointed from List 1, the majority list submitted by Compagnia di San Paolo and Fondazione Cariplo. The members elected were: Giovanni Bazoli, Jean Paul Fitoussi, Gianfranco Carbonato, Rossella Locatelli, Beatrice Ramasco, Giulio Lubatti, Carlo Corradini, Monica Schiraldi, Giuseppe Berta, Franco Dalla Sega, Pietro Garibaldi and Piergiuseppe Dolcini;
5 members were appointed from List 2, a minority list submitted by Fondazione Cassa di Risparmio di Padova e Rovigo, Ente Cassa di Risparmio di Firenze and Fondazione Cassa di Risparmio in Bologna. The members elected were: Mario Bertolissi, Jacopo Mazzei, Gianluigi Baccolini, Edoardo Gaffeo and Francesco Bianchi;
2 members were appointed from List 3, a minority list submitted by Aletti Gestielle SGR S.p.A., Allianz Global Investors Italia SGR S.p.A., Anima SGR S.p.A., Arca SGR S.p.A., BancoPosta Fondi SGR S.p.A., BNP Paribas Investment Partners SGR S.p.A., Eurizon Capital SGR S.p.A., Eurizon Capital SA, Fideuram Investimenti SGR S.p.A., Fideuram Gestions SA, Interfund Sicav, Mediolanum Gestioni Fondi SGR S.p.A., Mediolanum International Funds Limited, Pioneer Asset Management SA and Pioneer Investment Management SGRp.A. The members elected were: Rosalba Casiraghi and Marco Mangiagalli.
Consob sent a letter transmitted by fax at 19:27 of April 19^th  2013 - attached to this press release and read out during the Shareholders’ Meeting - whereby the Regulator asked the Supervisory Board of Intesa Sanpaolo to make known at the Meeting of today April 22nd the Board’s consideration as to (reproducing Consob letter verbatim): “whether the Assogestioni list may be deemed a list associated to the list submitted by Compagnia di Sanpaolo and Fondazione Cariplo, in the light of the behaviour of the subsidiary Eurizon in the process of selection of candidates of the Assogestioni list”.
This request from Consob - as understood from the letter of last Friday evening - was sent after the Regulator had directly acquired from Eurizon information in respect of the circumstance that the asset management company “took part in the discussions and resolutions of the asset managers’ Committee concerning the choice of candidates of the Assogestioni list, and that its interventions influenced the process of selection of these candidates”.
In consideration of the above, with specific and preliminary reference to the issue of Eurizon’s behaviour in the preparation, as an Assogestioni associate, of the list to submit at the convened Shareholders’ Meeting for the renewal of the Intesa Sanpaolo Supervisory Board, and taking into account the outcome of an in-depth analysis of the matter, the following observations are made:
a) Eurizon is equipped with specific independence measures in order to protect its autonomy, in accordance with the industry regulations. Furthermore, Eurizon adopted the “Protocol of Autonomy for the management of conflicts of interest” laid out by Assogestioni, and its implementing procedures;
b) the Protocol of Autonomy adopted by Eurizon states that asset management companies do not exercise voting rights attached to shares belonging to the portfolios managed, issued by direct or indirect parent companies. The company may nonetheless aggregate shares belonging to the portfolios managed, issued by direct or indirect parent companies, for the purpose of reaching the minimum shareholding required by the regulations in force from time to time to submit lists of candidates for the renewal of corporate offices of the parent companies in question;
c) with reference to regulatory provisions (quoted in the letter from Consob) included in art. 2.5 of “Regulation of functioning of the Asset Managers’ Committee” of Assogestioni (under which “Parties who are in conflict of interest, for their own account or on behalf of third parties, with respect to the issues under discussion, shall not take part in the discussions and resolutions of the asset managers’ Committee”), it results that confirmation has promptly been given within Assogestioni (specifically by the Manager of Institutional Relations and Corporate Governance of the Association) that “as regards the discussion about the submission of a list of candidates for the appointment of minority representatives to the boards of the parent company, a representative of an asset management company who is possessed with independence measures set by the industry regulation, and is factually not in conflict of interest for his/her own account or on behalf of third parties, may legitimately take part in the discussion and voting”;
d) as far as is known, within the aforementioned asset managers’ Committee, Eurizon disclosed in the full exercise of its autonomy and in respect of one of the potential candidates of the list to submit for the renewal of the Intesa Sanpaolo Board, that the candidate didn’t meet one of the independence requirements provided for by “Principles for the selection of candidates for the appointment to the boards of listed companies” adopted by Assogestioni. This is attributable to the circumstance that the candidate involved resulted to be a partner of a well-known law firm whose significant professional relations both with the parent company Intesa Sanpaolo and with Eurizon itself, as ascertained, Eurizon had represented within the Committee. Note that pursuant to articles 1.4 and 1.5 of the mentioned “Principles”, the Assogestioni candidates: “… do not pursue any activities in current or prospect conflict of interest with the main or accessory activity of the company to whose board they are candidates, nor do they belong, run or manage professional or commercial structures involved”; “… are independent, in so far as they do not hold, nor have they recently held, not even indirectly, with the company to whose board they are candidates ….such relations as to currently prejudice their independent judgment”;
e) as confirmed by Consob (note 1, page 3 of its letter), Eurizon did not take part in the meeting of the asset managers’ Committee of Assogestioni on March 18^th 2013 at which the final list was approved.
Without prejudice to the above, the Intesa Sanpaolo Supervisory Board, with reference to the specific request from Consob concerning affiliation between lists, does not see the existence of any elements that can give rise to relationships of affiliations - pursuant to Art. 148, par. 2, of Consolidated Law on Finance (TUF) (applicable to the Supervisory Board ex Art. 148, par. 4-bis, TUF) - between parties who jointly submitted list 3 through Trevisan & Associati Law Firm, among which Eurizon (to whom the letter from Consob specifically makes reference), and parties which submitted list 1, namely Compagnia di San Paolo and Fondazione Cariplo. What stated above takes into account both the cases of affiliation listed in Art 144-quinquies, par. 1, of Issuers’ Regulation and the additional indications included in Consob Communication DEM/9017893 of February 26^th 2009.

c) Election of the Chairman and Deputy Chairpersons of the Supervisory Board for financial years 2013/2014/2015 (pursuant to art. 23.8 of the Articles of Association). The shareholders appointed Giovanni Bazoli as Chairman and Mario Bertolissi and Gianfranco Carbonato to the role of Deputy Chairperson.

d) Determination of remuneration due to Supervisory Board members for financial years 2013/2014/2015 (pursuant to art. 23.13 of the Articles of Association). The shareholders determined the following gross remuneration in relation to the posts held:
Supervisory Board Member: 100,000 euro per year;
Chairman: additional remuneration of 800,000 euro per year;
Deputy Chairperson: additional remuneration of 100,000 euro per year;
Secretary: additional remuneration of 100,000 euro per year;
Committee Chairman: additional remuneration of 30,000 euro per year;
Committee Member: attendance fee of 1,800 euro per meeting.