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Proposals

Item One

To resolve on the management report, the balance sheet and the individual and consolidated accounts for the financial year 2024, the Corporate Governance Report, which includes a chapter on the remuneration of the management and supervisory bodies, and the Sustainability Report;

Volume I:

Volume II:

Item Two

To resolve on the proposal for the appropriation of profits regarding the 2024 financial year;

Item Three

To carry out a general appraisal of the company's management and supervision;

Item Four

To resolve on the ratification of the co-option of a director for the 2022-2025 term of office;

Item Five

To resolve on the Shareholder Distribution Policy;
Annex - Shareholder Distribution Policy

Item Six

To resolve on updating the Remuneration Policy for Members of the Management and Supervisory Bodies;
Annex - Consolidated version of the Policy for the Remuneration of the Members of the Management and Supervisory Bodies identifying the changes

Item Seven

To resolve on updating the Internal Policy for the Selection and Assessment of the suitability of members of the management and supervisory bodies and key function holders;
Annex - Consolidated version of the Policy for the Selection and Assessment of Fit & Proper of members of the management and supervisory bodies and key function holders

Item Eight

To resolve on the reduction of the Bank's share capital by up to €150,000,000.00 (one hundred and fifty million euros), with the special purpose of implementing a Buyback Programme and cancelling own shares already acquired or to be acquired under said programme, involving the cancellation of up to 755. 699,497 own shares representing up to 5% of the total number of shares representing the share capital, as well as the related reserves, with the consequent amendment of article 4(1) of the articles of association;

Item Nine

To resolve on increasing the Bank's share capital to €3,000,000,000, by incorporating the special reserve that may be set up under item Eight of the Agenda, by the amount corresponding to the resulting share capital reduction and without issuing new shares, with the consequent amendment of Article 4(1) of the articles of association;

Item Ten

To resolve on the amendment to article 27(2) of the Articles of Association (postal and electronic voting);

Item Eleven

To resolve upon the acquisition and sale of own shares and bonds.

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