We SHARE – the Share Plan for Group Employees

We SHARE 3 aims to:

• support the achievement of Generali’s Strategy goals and People Strategy priorities, while continuing to align employees’ interests with those of shareholders and the Group’s long term strategic ambition;
• sustain engagement in achieving strategic objectives and reinforcing our distinctive Culture of Excellence through ownership and empowerment;
• reflect the evolving external context and the latest best practices in employee share plans;
• maximise employee participation through an attractive plan structure that recognises employees’ contribution to sustainable value creation.

In continuity with the previous Plan, We SHARE 3 provides employees with the opportunity to purchase Generali shares at favourable conditions, awarding them additional free shares in the event of share price appreciation and upon achievement of the Sustainability goal connected to the CO₂ emissions reduction from Generali activities.

In particular, We SHARE 3 replicates the previous Plan’s structure and main features (e.g. monthly contributions, investment protection), while reflecting the evolving external context, strengthening alignment with shareholders, and the recognition of key strategic achievements by:

• confirming the previous Plan structure and share allocation;
• introducing an additional allocation of Sustainability shares tied exclusively to the achievement of the CO₂ emissions reduction target.

The Plan is addressed to Group employees. Members of the Group Management Committee (GMC) and the Global Leadership Group (GLG) cannot subscribe to the Plan, nor can employees operating in countries or Group companies where the Plan cannot be implemented due to legal, fiscal, operational, or organisational constraints.

The Board of Directors, upon launching the Plan, will identify the categories of employees eligible to participate, in line with the above criteria and with applicable local regulatory requirements.

The essential features of the Plan, are set out below. The Plan consists of 3 main phases:

At the end of the Plan in April 2029, the Final Price will be compared with the Initial Price set at €39.33:

a) In case of share price appreciation (Final Price ≥ Initial Price):

Participants will automatically purchase the underlying shares at the Initial Price with the contribution accrued and receive the following free shares:

• Matching Shares equal to 20% of the underlying shares purchased;
• Sustainability Shares, equal to 20% of the underlying shares purchased, provided that the Sustainability Goal on CO₂ emissions reduction is achieved;
• Dividend Equivalent Shares, linked to the 2025-2027 Strategy.
   

b) In case of share price depreciation (Final Price < Initial Price):

Participants receive back the contribution accrued and the following free shares:

• Sustainability Shares, equal to 10% of the underlying shares, provided that the Sustainability Goal on CO₂ emissions reduction is achieved;
• Dividend Equivalent Shares, provided that the NHCF goal is achieved.

The Sustainability Goal refers to the CO₂ Emissions Reduction Target from Group Activities, equal to a reduction of at least 55% of the Group’s CO₂ emissions by 2028 vs. the 2019 baseline, as approved by the Board of Directors

The NHCF Goal refers to the Net Holding Cash Flow target, equal to € 12.2 billion in the 2026-2028 period, as approved by the Board of Directors

In continuity with previous editions, Generali will make a donation to The Human Safety Net Foundation in connection with Group employees’ participation in the Plan, reaffirming the Group’s commitment to supporting social impact projects, particularly those related to financial education and inclusion.

Overall, We SHARE 3 is designed to combine attractiveness for employees with alignment with the Group’s strategic objectives, in line with Generali’s approach to fostering a culture of ownership and sustainable value creation.