Exhibit 99.1

OFFER DOCUMENT

VOLUNTARY PUBLIC EXCHANGE OFFER

pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented

concerning the ordinary shares of

ISSUER

OFFEROR

Financial Instruments subject to the Offer

maximum of No. 833,279,689 ordinary shares of MEDIOBANCA – Banca di Credito Finanziario Società per Azioni, as well as maximum of No. 16,178,862 additional shares of MEDIOBANCA – Banca di Credito Finanziario Società per Azioni which may be allocated under certain existing incentive plans

Unit consideration offered

No. 2.533 newly issued ordinary shares of Banca Monte dei Paschi di Siena S.p.A. admitted to trading on Euronext Milan, a regulated market organized and managed by Borsa Italiana S.p.A. for each ordinary share of Mediobanca – Banca di Credito Finanziario Società per Azioni tendered in acceptance of the Offer, subject to any further adjustments as set out in Section E of this Offer Document

Duration of the Offer acceptance period agreed with Borsa Italiana S.p.A.

from 8:30 a.m. (Italian time) on 14 July 2025 to 5:30 p.m. (Italian time) on 8 September 2025, both dates inclusive (unless the acceptance period is extended)

Consideration payment date

15 September 2025, unless the acceptance period is extended

Financial advisors to the Offeror

Intermediaries appointed to coordinate the collection of acceptances

Global Information Agent

The approval of the Offer Document, issued with CONSOB resolution No. 23623 on 2 July 2025, does not entail any opinion by CONSOB on the advisability to accept the Offer and regarding the data and information contained in this document.

3 July 2025

Disclaimer

The shares to be issued in connection with the Offer may not be offered or sold in the United States except pursuant to an effective registration statement under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or pursuant to a valid exemption from registration.

The Offer is being made for the shares of the Issuer by the Offeror, each of which is a company incorporated in Italy. Information distributed in connection with the Offer is subject to Italian disclosure requirements that are different from those of the United States. Financial statements and financial information included in the Offer Document or the Exemption Document, if any, have been prepared in accordance with the international accounting standards issued by the International Accounting Standards Board and may not be comparable to the financial statements or financial information of U.S. companies.

It may be difficult for you to enforce your rights and any claim you may have arising under U.S. federal securities laws in respect of the Offer, since the Offeror and the Issuer are located in Italy, and some or all of their officers and directors may be residents of Italy or other countries outside the U.S. You may not be able to sue a company incorporated outside the U.S. or its officers or directors in a non-U.S. court for violations of U.S. securities laws. It may be difficult to compel a company incorporated outside the U.S. and its affiliates to subject themselves to a U.S. court’s judgment.

The Offer will not be submitted to the review or registration procedures of any regulator outside of Italy and has not been approved or recommended by any governmental securities regulator. The Offer will be made in the U.S. pursuant to the exemptions from (i) the “U.S. tender offer rules” under the United States Securities Exchange Act of 1934 (the “U.S. Exchange Act”) provided by Rule 14d-1(c) thereunder and (ii) the registration requirements of the U.S. Securities Act provided by Rule 802 thereunder. These exemptions permit a bidder to satisfy certain substantive and procedural U.S. Exchange Act rules governing tender offers by complying with home jurisdiction law or practice, and exempt the bidder from compliance with certain other U.S. Exchange Act rules. As a result, the Offer will be made in accordance with the applicable regulatory, disclosure and procedural requirements under Italian law, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable in the U.S. To the extent that the Offer is subject to the U.S. securities laws, such laws only apply to holders of the Mediobanca Shares in the U.S. and no other person has any claims under such laws.

To the extent permissible under applicable law or regulation in Italy, and pursuant to the exemptions available under Rule 14e-5(b) under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, the Mediobanca Shares, that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares, including purchases in the open market at prevailing prices or in private transactions at negotiated prices outside the U.S. To the extent information about such purchases or arrangements to purchase is made public in Italy, if any such purchases are made, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of the Issuer of such information. In addition, the financial advisors to the Offeror, may also engage in

ordinary course trading activities in securities of the Issuer, which may include purchases or arrangements to purchase such securities.

Since the announcement of the Offer, the Offeror and certain of its affiliates have engaged, and intend to continue to engage throughout the Acceptance Period, in various asset management, brokerage, banking-related, collateral-taking, estates and trusts services, and custody-related activities involving the Offeror common shares outside the United States. Among other things, the Offeror or one or more of its affiliates intends to engage in trades in the Offeror common shares for the accounts of its customers for the purpose of effecting brokerage transactions for its customers and other customer facilitation transactions in respect of the Offeror common shares. Further, certain of Offeror’s asset management affiliates may buy and sell the Offeror common shares or indices including the Offeror common shares, outside the United States as part of their ordinary, discretionary investment management activities on behalf of their customers. Certain of Offeror’s affiliates may continue to (a) engage in the marketing and sale to customers of funds that include the Offeror common shares, providing investment advice and financial planning guidance to customers that may include information about the Offeror common shares, (b) transact in the Offeror common shares as trustees and/or personal representatives of trusts and estates, (c) provide custody services relating to the Offeror common shares and (d) engage in accepting the Offeror common shares as collateral for loans.

These activities occur outside of the United States and the transactions in the Offeror common shares may be effected on the Euronext Milan, other exchanges or alternative trading systems and in the over-the-counter market.

LIST OF MAIN DEFINITIONS

Below is a list of the main definitions used in this Offer Document. Where the context requires, terms defined in the singular shall have the same meaning in the plural and vice versa.

RECITALS

The following Recitals briefly describe the transaction which is the subject matter of this offer document (the “Offer Document”).

For a complete assessment of the terms and conditions of the transaction, please read Section A “Warnings” carefully and, in any case, the entire Offer Document.

The Offer Document must be read in conjunction with (ad as a mutual integration of) the Exemption Document available, inter alia, on the Offeror’s website.

The data and information relating to the Issuer (and the Mediobanca Group) contained in this Offer Document are exclusively based on data and information available to the public on the Offer Document Date (including those available on Mediobanca’s website, www.mediobanca.com/en).

1.            Subject of the Offer

The transaction described in the Offer Document consists of a voluntary public exchange offer (the “Offer” or the “Transaction”), promoted by Banca Monte dei Paschi di Siena S.p.A. (the “Offeror” or “MPS” or “BMPS”) – pursuant to and for the purposes of Articles 102 and 106, paragraph 4, of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented (the “TUF”), as well as the applicable implementing provisions contained in the regulation on issuers, adopted by Consob with Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented (the “Issuers’ Regulation”) – on all the ordinary shares of MEDIOBANCA – Banca di Credito Finanziario Società per Azioni (“Mediobanca” or the “Issuer”), a joint stock company with shares listed on Euronext Milan (“Euronext Milan”), a regulated market organized and managed by Borsa Italiana S.p.A. (“Borsa Italiana”), and namely a total maximum of:

Therefore, as of the Offer Document Date, the Offer – assuming the issuance of all Additional Shares – covers a maximum of No. 849,458,551 shares of the Issuer.

As of the Offer Document Date, the Offeror directly holds No. 31,996 Issuer’s shares, representing 0.004% of the Issuer’s share capital as of the Offer Document Date. It should be noted that, this calculation does not include Mediobanca Shares held by investment funds and/or other collective investment undertakings managed by companies of the MPS Group

in full autonomy from the latter and in the interests of their clients. For further details on the Shares Subject to the Offer, see Section C, Paragraph C.1, of the Offer Document.

Without prejudice to the Offeror’s decisions regarding the fulfilment (or non-fulfilment) of the Threshold Condition within the terms set out in Section A, Paragraph A.1.4 below, the objective of the Offer, in light of the reasons and future plans relating to the Issuer, as further specified in Section G, Paragraph G.2.1, of the Offer Document, is to acquire the entire share capital of the Issuer and to delist the Shares Subject to the Offer from Euronext Milan. The Offeror believes that Delisting will help MPS and Mediobanca to achieve their goals of integration, creation of synergies, and growth.

The Offer was announced by means of a communication issued by the Offeror on 24 January 2025 (the “Communication Date”), pursuant to Articles 102, paragraph 1, of the TUF and 37, paragraph 1, of the Issuers’ Regulation and Article 17 of the MAR (the “Communication 102” or the “Offeror’s Communication”).

In particular, the Communication 102 announced, among other things, the Offeror’s decision to proceed with the Offer, pursuant to the resolution passed by the Offeror’s Board of Directors on 23 January 2025 (subject to the issuance, on the same date, of a favourable, reasoned and binding opinion by the Committee for Related Parties Transactions), which simultaneously approved, inter alia, to convene the extraordinary shareholders’ meeting of MPS on 17 April 2025 to resolve on the proposal to delegate to the administrative body of MPS, pursuant to Article 2443 of the Italian Civil Code, the execution of the Capital Increase Reserved to the Offer.

Furthermore, on 24 January 2025, MPS published a presentation to the market regarding the Offer, available on the Offeror’s website (www.gruppomps.it/en, Investor Relations section).

2.            Legal assumptions and characteristics of the Offer

The Offer is being promoted in Italy pursuant to Articles 102 and 106, paragraph 4, of the TUF.

On 23 January 2025, the Board of Directors of the Offeror (subject to the issue on the same date of a favourable, reasoned and binding opinion by the Committee for Related Parties Transactions) decided to promote the Offer. This decision was therefore communicated to Consob and to the market on 24 January 2025, before the opening of the markets, through the Offeror’s Communication.

Furthermore, on 24 January 2025, pursuant to and for the purposes of Article 102, paragraph 2, of the TUF, the Offeror informed the workers’ representatives of the publication of the Offeror’s Communication.

On 13 February 2025, pursuant to and for the purposes of Article 16 of Law No. 287 of 10 October 1990, the Offeror filed an application for antitrust authorization with the Italian Competition and Market Authority (“AGCM”), as it could potentially give rise to a concentration transaction subject to notification. On the same date, the Offeror also submitted the notification to the European Commission pursuant to and for the purposes of Regulation (EU) 2022/2560 on foreign subsidies distorting the internal market.

Also on 13 February 2025, the Offeror filed with the Presidency of the Council of Ministers the notification required by Article 2 of Decree Law No. 21 of 15 March 2012, on the exercise of special powers in relation to investments in strategic sectors, converted with amendments

by Law No. 56 of 11 May 2012, as amended, supplemented and/or modified from time to time (the “Golden Power Decree”), concerning the Offer and the acquisition of exclusive control of the Issuer following completion of the Offer. On the same date, the Offeror filed a request for authorization with the Directorate General for International Trade and Investments – Ministry of Economy, Trade and Enterprise (Direccion General de Comercio Internacional e Inversiones – Ministerio de Economía, Comercio y Empresa) in accordance with Spanish legislation on foreign investments, pursuant to Article 7-bis of Law 19/2003 on the legal regime governing capital movements (Ley 19/2003 sobre régimen jurídico de los movimientos de capitales).

On 12 and 13 February 2025, the Offeror also filed applications with the competent authorities to obtain the Preliminary Authorizations. For further details, please refer to Section A.1.2 of the Offer Document.

On 13 February 2025, the Offeror filed the Offer Document with Consob pursuant to Article 102, paragraph 3, of the TUF and notified the market by means of a press release pursuant to Article 37-ter, paragraph 3, of the Issuers’ Regulation.

The Offer is subject to the Condition of Effectiveness as described in Section A, Paragraph A.1, of the Offer Document and is addressed to all shareholders of the Issuer, without distinction and on equal terms, without prejudice to the provisions of Section F, Paragraph F.4, of the Offer Document.

The Offeror will pay each Tendering Shareholder a unit consideration consisting of No. 2.533 newly issued ordinary shares of MPS resulting from the Capital Increase Reserved to the Offer, with no nominal value, with regular dividend rights and the same characteristics as the ordinary shares of MPS already outstanding as of the issue date, which will be listed on Euronext Milan, a regulated market organized and managed by Borsa Italiana (the “MPS Shares”), for each Share Subject to the Offer tendered in acceptance of the Offer (the “Consideration”). In this regard, it should be noted that (as better explained below), the Pre-Adjustment Exchange Ratio, originally provided for in the Offeror’s Communication, was equal to 2.300 MPS Shares for each Share Subject to the Offer. The Offeror’s Communication indeed provided as follows “If, prior to the Payment Date (as defined below), the Issuer and/or the Offeror should pay(s) a dividend (including an interim dividend) and/or make a distribution of reserves to its shareholders, or in any event the ex coupon (cedola) relating to dividends resolved upon but not yet paid by the Issuer and/or MPS, as the case may be, is detached from the Mediobanca Shares and/or the MPS shares, the Consideration shall be adjusted to take into account the dividend distributed (or the interim dividend) or the reserve distributed”.

Therefore, on 20 May 2025, MPS announced to the market that, following the detachment of the coupons and the subsequent payments of the MPS Dividend and the Mediobanca Interim Dividend, it had made the resulting technical adjustment to the Pre-Adjustment Exchange Ratio, equal to 0.233 MPS Shares. As of the Offer Document Date, the Consideration (following the mentioned technical adjustment) - without prejudice to any further adjustments based on the provisions of the Communication 102 and/or any restructuring and/or changes to the content and/or structure of the Offer - is therefore equal to 2.533 MPS Shares for each Share Subject to the Offer tendered in acceptance of the Offer.

As a result, by way of example, for every No. 1,000 (one thousand) Shares Subject to the Offer tendered in acceptance of the Offer, No. 2,533 (two thousand five hundred and thirty-three)

MPS Shares will be exchanged. Acceptance of the Offer may take place, as further specified in Section F of the Offer Document, even if the number of Shares Subject to the Offer tendered in acceptance of the Offer is less than 1,000 (one thousand) or the number of Shares Subject to the Offer is not a whole multiple of 1,000 (one thousand).

Any further adjustments to the Consideration as a result of the provisions of the Communication 102 will be disclosed in the manner and within the time frames required by applicable law. For further details on the additional circumstances that would trigger a further adjustment to the Consideration, please refer to the Offeror’s Communication.

The MPS Shares issued in connection with the Offer derive from the Capital Increase Reserved to the Offer approved by the Board of Directors of the Offeror on 26 June 2025, in exercise of the Delegation granted by the Extraordinary Shareholders’ Meeting of the Offeror held on 17 April 2025. For further details on the resolutions passed by the Shareholders’ Meeting of the Offeror and by the Board of Directors, please refer to the press releases issued by the Offeror to the market on 17 April 2025 and on 26 June 2025, respectively, available on the MPS website, as well as the shareholders’ meeting and board of directors’ meeting documentation made available to the public on the MPS website at www.gruppomps.it/en, Investor Relations section.

In the event of full acceptance of the Offer, i.e., if all Mediobanca Shares and any Additional Shares are tendered in acceptance of the Offer, even during the Reopening of the Acceptance Period (or in any case transferred to MPS in execution of the procedure for the fulfilment of the Sell-Out pursuant to Article 108, paragraph 2, of the TUF and/or the Joint Procedure, where applicable) and without prejudice to any further adjustments based on the provisions of the Communication 102 and/or any restructuring and/or changes to the content and/or structure of the Offer, a total of No. 2,151,678,510 MPS Shares resulting from the Capital Increase Reserved to the Offer will be allocated to the Tendering Shareholders, based on the Consideration, corresponding to – as of the Offer Document Date – approximately 63% of the shares of the Offeror on the basis of the shares of MPS issued as of the Offer Document Date. Alternatively, in the event that the percentage of acceptances of the Offer would be equal to the Threshold Condition (i.e., 66.67% of Mediobanca’s share capital), the dilution for MPS’ shareholders would be equal to 53%.

It should be noted that the Capital Increase Reserved to the Offer is subject to the provisions of Articles 2440 and 2343-ter, et seq., of the Italian Civil Code, concerning capital increases to be paid by contributions in kind.

The Offeror has therefore appointed KPMG Corporate Finance, a division of KPMG Advisory S.p.A., as an independent expert pursuant to Article 2343-ter, paragraph 2, letter b) of the Italian Civil Code (the “Independent Expert”) to prepare the valuation of the Shares Subject to the Offer.

On 14 March 2025, the Independent Expert issued its appraisal on the valuation of the Shares Subject to the Offer (the “Appraisal”). In the Appraisal, the Independent Expert concluded that, as of 14 March 2025, based on the financial and equity position as of 31 December 2024 and the elements and methods described in its appraisal, the fair value of the shares of Mediobanca is not less than Euro 16.406 per Mediobanca share, cum dividend, or Euro 15.852 per Mediobanca share, ex dividend.

Subsequently, on 26 June 2025, the Independent Expert, upon request of the Offeror, issued the Appraisal updated taking into account the data and information available as of 31 March 2025, which therefore constitutes the new reference date. Specifically, in the updated Appraisal, the Independent Expert concluded that, as of 26 June 2025, based on the economic and financial position as of 31 March 2025, and the elements and methods described in the update Appraisal, the fair value of the shares of Mediobanca is not less than Euro 17.395 per each share of Mediobanca, ex dividend, i.e., net of Mediobanca’s Interim Dividend.

In accordance with the law, the value attributed, for the purpose of determining the share capital and the share premium, to the Shares Subject to the Offer tendered in acceptance of the Offer must be equal to or less than the value indicated in the aforementioned updated Appraisal of the Independent Expert.

For further information on the Capital Increase Reserved to the Offer, please refer to Section A, Paragraph A.5, of the Offer Document.

For the sake of completeness, it should be noted that the above will apply, mutatis mutandis, if the conditions for the Reopening of the Acceptance Period and/or for the fulfilment of the Sell-Out pursuant to Article 108, paragraph 2, of the TUF and/or for the fulfilment of the Joint Procedure are met.

3.            The voluntary public exchange offer promoted by Mediobanca on Banca Generali S.p.A.

On 28 April 2025, pursuant to and for the purposes of Article 102, paragraph 1, of the TUF, as well as Article 37 of the Issuers’ Regulation, Mediobanca notified the market that, on 27 April 2025 it had decided to promote a voluntary public exchange offer pursuant to and for the purposes of Articles 102 and 106, paragraph 4, of the TUF for all the ordinary shares of Banca Generali S.p.A. (“Banca Generali”) admitted to trading on Euronext Milan, organised and managed by Borsa Italiana (the “Mediobanca-Banca Generali Offer”).

The Mediobanca-Banca Generali Offer therefore concerns the maximum No. 116,851,637 ordinary shares of Banca Generali (i.e., all the shares issued by Banca Generali as of that date), including treasury shares held by Banca Generali itself (equal to No. 2,907,907 as reported in Banca Generali’s financial statements as of 31 December 2024).

Mediobanca will pay – for each share of Banca Generali tendered in acceptance of the Mediobanca-Banca Generali Offer – a unit consideration equal to No. 1.70 ordinary shares of Assicurazioni Generali S.p.A. (“Assicurazioni Generali”) held by Mediobanca (the “Mediobanca-Banca Generali Offer Consideration”).

Considering the pending Offer, on 27 April 2025, Mediobanca’s Board of Directors resolved, inter alia, to submit to the ordinary shareholders’ meeting of Mediobanca – convened for 16 June 2025 – a proposal to approve the Mediobanca-Banca Generali Offer pursuant to and for the purposes of Article 104 of the TUF, which allows the shareholders’ meeting to grant power to the Board of Directors in derogation from the provisions of that Article.

On 15 June 2025, Mediobanca’s Board of Directors resolved to postpone the date of the ordinary shareholders’ meeting for the approval of the Mediobanca-Banca Generali Offer, originally convened for 16 June 2025, in accordance with Article 104 of the TUF, to 25

September 2025. For further details, please refer to the press release made available to the market by Mediobanca on 15 June 2025.

It should be noted that – in the event that the Offer and the Mediobanca-Banca Generali Offer are completed – taking into account that the Mediobanca-Banca Generali Offer provides, as the Mediobanca-Banca Generali Offer Consideration, the allocation to the tendering shareholders of ordinary shares of Assicurazioni Generali held by Mediobanca in portfolio, depending on the scenarios of acceptance of the Mediobanca-Banca Generali Offer, Mediobanca could reduce (or even sell completely) its interest in Assicurazioni Generali held as of the Offer Document Date.

In terms of timing, based on the information provided by Mediobanca in the press release issued on the date of announcement of the Mediobanca-Banca Generali Offer (the “Mediobanca Communication 102”) and confirmed in the aforementioned press release published on 15 June 2025, the execution of this offer is expected to be completed by October 2025, therefore after the completion of the Offer, based on the information available as of the Offer Document Date.

As described in this Offer Document, the Offer promoted by MPS on Mediobanca is aimed at creating the third largest national banking operator in terms of total assets, customer loans, direct deposits and financial assets, leveraging Mediobanca’s distinctive expertise in Wealth Management, Corporate & Investment Banking and Consumer Finance, and MPS’ experience in Retail and Commercial Banking, areas characterized by strong complementarities.

Given the above objective, Mediobanca’s interest in Assicurazioni Generali has always been considered a financial investment to be evaluated over time according to a risk/return approach. Following completion of the Transaction, this interest will reduce its weight on the overall profitability of the new group.

Therefore, since not all the terms of the Mediobanca-Banca Generali Offer have been disclosed to the market as of the Offer Document Date, also considering the postponement of Mediobanca’s ordinary shareholders’ meeting pursuant to Article 104 of the TUF, the Offeror reserves the right to fully evaluate the Mediobanca-Banca Generali Offer in light of all relevant information that will made available from time to time. It should also be noted that, while the Mediobanca-Banca Generali Offer would potentially appear to be consistent with the strategic rationale of the Offer, the information currently available to the Offeror is not sufficient to allow for a comprehensive analysis, given that Mediobanca’s shareholders’ meeting has been postponed due to the incomplete nature of the available information.

4.            Reasons for the Offer and overview of future plans

Over the last three years, MPS has consistently strengthened its fundamentals, consolidating the sustainability of its business model and improving its risk profile, thereby achieving solid levels of profitability. Furthermore, the MPS Group has managed to exceed most of the targets set out in its 2022-2026 business plan two years ahead of schedule and with one of the strongest balance sheets in Europe, laying solid foundations to play an active role in the broader consolidation of the Italian banking sector.

The aggregation between MPS and Mediobanca, which will be carried out in accordance with the principles of sound and prudent management, business continuity and risk control, aims to create a New National Champion, combining two leading brands in the financial services

market, with the objective of strengthening the sustainability of its business model, ensuring solid levels of profitability in the medium/long-term.

MPS believes that the Offer represents an ideal opportunity for further development and growth for both institutions and offers significant value creation for the shareholders of both companies and for all stakeholders.

The combination with Mediobanca, to the extent that it is completed, will create the third largest national banking operator in terms of total assets, loans to customers, direct deposits and total financial assets, and a highly diversified, resilient player with distinctive and complementary capabilities in each business area and a significant degree of innovation and support for growth, with the ability to compete with the main Italian and European banking institutions, through the full optimisation of existing human capital.

In a market undergoing consolidation, MPS intends to play an active role, and this proposed aggregation represents a unique opportunity to strengthen its position in certain key areas and sectors, also to better seize future growth opportunities. This will increase support for households and businesses, strengthening overall support for the former, both in terms of financing needs and the protection and management of savings, and supporting the latter in capturing growth opportunities at domestic and international level. The benefits will also extend to local communities and the Italian economy.

The new group will be able to rely on Mediobanca’s distinctive expertise in Wealth Management, Corporate & Investment Banking and Consumer Finance, and MPS’ expertise in Retail and Commercial Banking. Furthermore, the shareholding held in Assicurazioni Generali will also positively contribute to the diversification of the new MPS Group’s revenues and will be managed in the same way as the other business lines, in accordance with a careful capital optimization policy and a strong risk-adjusted profitability approach. In light of the Mediobanca-Banca Generali Offer recently announced to the market, the Offeror reserves the right to fully evaluate it once any further relevant information becomes available.

The aggregation will also offer employees of each institution the opportunity to develop their careers in a larger organization, enhancing their talent thanks to opportunities for mutual enrichment and integration.

At the same time, it will help attract new high-profile resources, enhancing their skills and professionalism to consolidate a sustainable and competitive growth model.

The combination is fully consistent with MPS’ strategic guidelines set out in its 2024-2028 business plan (the “2024-28 Business Plan”) and will generate significant revenue growth and important cost and funding synergies, with an effective implementation path.

With regard to the revenues, the Transaction will generate synergies of approximately Euro 0.3 billion per year, thanks to the enrichment of the product and service offering for households and businesses, the development of an integrated offering across the respective customer bases and increased penetration and expansion of the reference markets. In particular, through:

The Transaction will also generate significant cost synergies in terms of administrative expenses and enable targeted optimization of overlapping functions. This will be complemented by savings from the rationalization of the combined investment plans of the two banks, thereby avoiding duplication of investments in areas affected by the combination.

The expected savings amount to approximately Euro 0.3 billion per year. By way of example, the levers include:

Furthermore, the aggregation will enable funding synergies of approximately Euro 0.1 billion per year to be achieved thanks to a more balanced funding mix, leveraging MPS’ commercial funding capacity and optimizing the combined entity’s wholesale funding position.

¹ i.e., the activity carried out by a financial institution with the aim of providing advice, collection, administration, and management services in respect of client assets through specific networks of financial advisors.

It should also be noted that if, upon completion of the Offer, the Offeror comes to hold a shareholding in Mediobanca’s share capital equal to or greater than the Threshold Condition (i.e., 66.67% of the Issuer’s share capital), it is expected that approximately 50% of the total synergies will be achieved in 2026, increasing to approximately 85% in 2027 and fully implemented in 2028.

The business project, which stands out for the significant complementarity of the two business models (which significantly reduces the execution risk), will be implemented through a simple integration, with one-off integration costs estimated at approximately Euro 0.6 billion before tax, which can be expensed in the first year.

It should be noted that, the cost and funding synergies, the expansion of revenue sources and related synergies, and the advantages deriving from the complementary nature of the business models of MPS and Mediobanca, as well as the strategic objectives of the Offer, will be achievable not only through the acquisition of legal control, but also in scenarios other than the acquisition of legal control (de facto control), albeit with possible variations and delays in their implementation, all as further specified in Section A, Paragraph A.1.4.

The Transaction also aims to accelerate the utilization of Deferred Tax Assets (“DTAs”) held by MPS, by leveraging a higher consolidated tax base and recording Euro 1.3 billion of DTAs (currently off-balance sheet) on the balance sheet, bringing the total to Euro 2.9 billion. Over the next six years, the utilization of these DTAs will generate a significant capital benefit (Euro 0.5 billion per year), in addition to the net result.

For the sake of completeness, it should be noted that, the aforementioned acceleration in the use of DTAs is subject to the Offeror acquiring a shareholding of more than 50% in the share capital of Mediobanca. By relying on the provisions of Articles 117 et seq. of the Consolidated Law on Income Tax (Presidential Decree No. 917 of 22 December 1986), Mediobanca may join the national tax consolidation scheme of Banca Monte dei Paschi di Siena S.p.A., starting from the tax period following that in which such shareholding was acquired (²). As a result, the consequent increase in the MPS Group’s future consolidated tax base will allow for the immediate recording in the financial statements of almost all DTAs from past consolidated tax losses, up to Euro 2.9 billion, and, compared to the current situation, will accelerate the utilization process of these DTAs with the related benefit in capital terms.

Otherwise, in the event that, upon completion of the Offer and following the potential waiver of the Threshold Condition, the Offeror comes to hold a shareholding equal to or less than 50% of the share capital of Mediobanca, the latter, even in a de facto control scenario, may not be included in the national tax consolidation scheme of Banca Monte dei Paschi di Siena S.p.A.; in such a case, MPS may continue to use the past consolidated tax losses to compensate the taxable income generated by the companies currently participating in the national tax consolidation scheme and, both the recording of Euro 1.3 billion of DTAs (currently off-balance sheet) as assets and the benefits deriving from the use of the DTAs will still be achieved, even if over a longer period of time. Specifically, the expected benefits would be achieved in 2036 with an average annual use of DTAs equal to approximately Euro 0.3

² In accordance with the requirement set forth in Article 119, paragraph 1, letter “a” of the Consolidated Law on Income Tax (“alignment of the financial year of each subsidiary with that of the parent company or controlling entity”), Mediobanca’s financial year (which, on the Offer Document Date, ends on 30 June) shall be aligned with that of the Offeror.

billion, also due to the projected increase in the tax base resulting from the synergies generated by the Transaction.

The combined group will be strengthened, with a diversified revenue stream and strong resilience to successfully compete in different scenarios, also enabling significant value creation for all shareholders, supported by higher profitability than the standalone businesses and capable of generating double-digit growth in earnings per share.

Shareholders will benefit from a sustainable dividend policy over time, with a payout ratio of up to 100% of the net profit, with growth in dividends per share, while confirming MPS’ solid capital position (projected consolidated fully loaded Common Equity Tier 1 ratio as of 31 March 2025 for the resulting Group following completion of the Offer equal to 17.8% (³) upon completion of the transaction in the event of 100% acceptance of the Offer).

Finally, the two banks’ sustainability strategies will be consolidated, leveraging their respective ESG capabilities to strengthen the combined entity’s positioning and promote its commitment to the communities and territories where they are based.

MPS’ high governance standards will be maintained throughout the integration and post-integration process, ensuring transparency, accountability and a balanced approach towards all stakeholders, thus contributing to the creation of a sustainable and competitive long-term model.

Industrial and strategic aspects

The acquisition of Mediobanca allows to accelerate the implementation of the strategic guidelines of MPS’ 2024-28 Business Plan, which focuses on: (i) the growth of specialized, high-fee-generating businesses; (ii) the development of new service models for value-added activities; (iii) the expansion of financing solutions for households and the development of new services for SMEs; (iv) the renewal and optimization of distribution platforms; and (v) the adaptation of a zero-based risk approach for more effective risk management.

MPS and Mediobanca operate with specialized business models and have many complementary elements, which will enable the creation of a New National Champion with a distinctive and resilient business model, capable of responding to the needs of households and businesses. This will be characterized by a wide range of banking products, a balanced funding mix and a solid capital and liquidity position.

In particular, the following strategic development guidelines are envisaged for various business lines covered by the two entities.

Retail Banking

The expertise gained by MPS over decades will enable the expansion of Mediobanca’s Retail business, particularly the customer bases of Compass and Mediobanca Premier, through the offering of MPS’ core products, such as accounts, credit cards, and mortgages.

³ Figures derived from internal projections prepared by the Bank based on financial information available as of 31 March 2025. These projections take into account the impacts of the preliminary Purchase Price Allocation (PPA) process, including any fair value adjustments.

Additionally, MPS will be able to leverage its nationwide branch network, allowing Compass, Mediobanca Premier and potentially all Mediobanca customers to benefit from its extensive presence to meet their financial needs.

Wealth & Asset Management

The Transaction will enable the creation of a leading player in Wealth Management, due to the combination of MPS and Mediobanca’s expertise in Private Banking, with the contribution from certain companies and product companies, as well as in asset gathering, through the integration of over 1,200 financial advisors active in Widiba and Mediobanca Premier, and about 500 bankers, allowing:

Corporate & Investment Banking

The Transaction will enable MPS’ balance sheet potential to be combined with Mediobanca’s Investment Banking business and launch an intensive development programme to support the growth of companies throughout the country.

The complementarity between the customer segments served (SMEs and Large Corporates) and the range of products offered by MPS and Mediobanca to corporate clients will enable the creation of a leading operator in Corporate & Investment Banking (CIB). This will result in a broad and comprehensive offering, covering all major products, including the commercial banking services strictly linked to financial advisory, Capital Markets, Structured Finance CIB, access and execution in financial markets, and specialty finance services such as factoring.

The combined entity will assume a leadership position in Equity Capital Markets and M&A, allowing the MPS Group to capture growth opportunities in the mid-market segment, where MPS has a consolidated presence and is experiencing significant development, through:

Consumer Finance

The unique positioning of Compass in the consumer credit sector will benefit from a further boost through the enhancement of the existing partnership with MPS and increased penetration in the retail customer base through:

Insurance

Besides additional revenue synergies in the core segments of both entities, MPS will have the chance to expand its bancassurance offering through:

Finally, for the sake of clarity, it should be noted that any reference to the abovementioned effects arising out from the integration, combination, and aggregation of MPS and Mediobanca as a result of the Offer do not require a potential merger by incorporation of Mediobanca into MPS or into another company of the MPS Group and refer, on one hand, to a scenario where MPS exercises legal control over the Issuer and, on the other hand, to a scenario where MPS exercises de facto control over Mediobanca, with the clarifications set out below regarding the so-called DTAs.

5.                 Table of key events relating to the Offer

6.                 Markets on which the Offer is promoted

The Offer is promoted exclusively in Italy (except as described in Section F, paragraph F.4, of the Offer Document), as the Shares Subject to the Offer are listed only on Euronext Milan, and is addressed, on a non-discriminatory basis and on equal terms, to all shareholders of the Issuer.

The Offer has not been and will not be promoted in Canada, Japan, Australia and in any other country in which the promotion of the Offer and acceptance of the same would not comply with the laws and regulations governing financial markets or other local laws and regulations, or would not be otherwise permitted without prior registration, approval or filing with the relevant supervisory authority.

Such countries, including Canada, Japan, Australia, and any other country mentioned above, are collectively referred to in the Offer Document as the “Excluded Countries”. Furthermore, the Offer has not been and will not be promoted using national or international communication or trade instruments of the Excluded Countries (including, but not limited to, the postal network, fax, telex, email, telephone and the internet), nor through any structure of any financial intermediary in the Excluded Countries, nor in any other way. No actions have been or will be taken to allow the promotion of the Offer in any of the Excluded Countries.

Acceptance of the Offer by persons resident in countries other than Italy may be subject to specific obligations or restrictions under the applicable laws or regulations of those countries. It is the sole responsibility of the recipients of the Offer to comply with such rules and, therefore, before accepting the Offer, to verify their existence and applicability by consulting their legal and other advisors. The Offeror assumes no responsibility for any violation by any person of the above restrictions.

For further information, please refer to Section F, Paragraph F.4, of the Offer Document.

The effectiveness of the Offer is subject to the fulfilment (or waiver by the Offeror as provided below) of each of the following conditions (the “Conditions of Effectiveness” and, each, a “Condition of Effectiveness”, acknowledging that they are indicated below in a chronological order that is not binding):

With reference to the possible non-fulfilment of the Conditions of Effectiveness, the Offeror reserves the right to make any assessment and take any decision permitted under the Offer in accordance with the applicable provisions of law and the terms described in this Offer Document.

The Offeror has obtained, prior to the Offer Document Date, all the authorizations required by sector regulations in relation to the Offer, as indicated below (the “Preliminary Authorizations”). In particular:

Rechtsschutzversicherung AG, Cosmos Lebensversicherungs-Aktiengesellschaft, Cosmos Versicherung Aktiengesellschaft, Dialog Lebensversicherungs- Aktiengesellschaft, Dialog Versicherung Aktiengesellschaft, ENVIVAS Krankenversicherung Aktiengesellschaft, Generali Deutschland AG, Generali Deutschland Versicherung AG, Generali Deutschland Krankenversicherung AG, Generali Deutschland Lebensversicherung AG, Generali Beteiligungs-GmbH and Generali Pensionsfonds AG pursuant to the German Insurance Supervision Act. The relevant authorization was obtained on 12 June 2025;

issued by the European Supervisory Authorities, as adopted by CSSF Circular 17/669. The relevant authorization was obtained on 11 June 2025;

Furthermore, prior to the Offer Document Date, the Offeror also issued the following additional preliminary notifications. In particular:

It is also noted that, the Offeror has submitted the following additional applications for the authorization required for the completion of the Transaction (the “Other Authorizations” and, together with the Preliminary Authorizations, the “Authorizations”). In particular:

With regard to the Antitrust Condition, it should be noted that on 13 February 2025, the Offeror submitted, pursuant to Law No. 287 of 10 October 1990, an application for authorization in relation to antitrust matters to the AGCM.

On 2 July 2025, the AGCM has notified the Offeror of its decision not to initiate an investigation pursuant to Article 16, paragraph 4, of Law No. 287/1990.

Taking into account the objectives of the Offer and the Offeror’s future plans for the Issuers, as well as the Issuer’s current shareholding structure, if the Threshold Condition is not met, the Offeror reserves the right to waive this Condition of Effectiveness and to proceed with the purchase of all the Shares Subject to the Offer tendered in acceptance of the Offer, even if the number of the Shares Subject to the Offer is lower than that indicated above. It should be noted that any waiver of this Condition of Effectiveness will be decided by the Offeror only if, upon completion of the Offer – as a result of acceptances of the Offer and/or purchases made outside the Offer in accordance with applicable law – the Offeror comes to hold a total shareholding in the Issuer’s share capital at least equal to the threshold set out in the Minimum Threshold Condition.

The Offeror believes that – based on the Issuer’s shareholding structure as of the Offer Document Date and the attendance rates recorded so far at Mediobanca’s ordinary shareholders’ meetings – the purchase of a shareholding included between the 35% and 50% of Mediobanca’s voting share capital would enable the Offeror to obtain de facto control of the Issuer, by exercising a dominant influence at the ordinary shareholders’ meeting of Mediobanca and impacting the general course of management. The Offeror reserves the right to consolidate its controlling position, in accordance with the procedures and timing permitted by the market, in accordance with applicable law.

In particular, the cost and funding synergies, the expansion of revenue sources and related synergies, and the advantages deriving from the complementary nature of the business models of MPS and Mediobanca, as well as the strategic objectives of the Offer, will be achievable not only through the acquisition of legal control, but also in scenarios other than the acquisition of legal control (de facto control), albeit with possible variations and delays in their implementation. In particular, with regard to the maximum time frames and possible variations, it should be noted that the synergies, the expansion of revenue sources and the benefits and strategic objectives of the Offer would still be achievable in the amounts expected when fully implemented, albeit over a longer time frame of approximately 12-18 months, with at least approximately 50% of the projected synergies being achieved in the three years following the completion of the Offer and their full achievement expected in the first half of 2030.

In terms of revenues, certain areas such as Consumer Credit, where a collaboration agreement is already in place, will benefit from an increased commercial effectiveness across the entire territory, as well as an active collaboration can be implemented in the Corporate & Investment Banking area by combining Mediobanca’s investment banking advisory services with MPS’ financing services.

These synergies could be achieved in all scenarios where the companies of the new Group are capable of establishing enhanced cooperation through the Offeror’s de facto control over Mediobanca.

Likewise, synergies can be achieved through joint procurement strategies, the integration of operational and IT processes, as well as the operational integration of the two Groups’ vertical businesses.

Finally, MPS, as the parent company, will be able to centralise treasury management, facilitating the achievement of funding synergies.

The occurrence of potential delays in achieving these synergies, in the event that the Offer is accepted and MPS gains de facto control over Mediobanca, can therefore be attributed to possible slowdowns, assumed on a prudent basis, related to the implementation of potential integration activities in the absence of a majority in Mediobanca’s extraordinary Shareholders’ Meeting.

The implementation of synergies will yield increasing benefits as the parent company strengthens its role in directing and coordinating activities through the relevant functions. Therefore, the level of acceptance of the Offer may only affect the timing of synergy realization, as it is tied to the pace at which the parent company’s management and coordination activities are implemented.

Finally, the projected consolidated fully loaded CET1 ratio levels as of 31 March 2025 (⁴) for the resulting group following completion of the Offer under different offer acceptance scenarios, including the scenario with 35% acceptance (de facto control):

The Transaction also aims to accelerate the utilization of DTAs held by MPS, by leveraging a higher consolidated tax base and recording Euro 1.3 billion of DTAs (currently off-balance sheet) on the balance sheet, bringing the total to Euro 2.9 billion. Over the next six years, the utilization of these DTAs will generate a significant capital benefit (Euro 0.5 billion per year), in addition to the net result.

For the sake of completeness, it should be noted that, the aforementioned acceleration in the use of DTAs is subject to the Offeror acquiring a shareholding of more than 50% in the share capital of Mediobanca. By relying on the provisions of Articles 117 et seq. of the Consolidated

⁴ Figures derived from internal projections prepared by the Bank based on financial information available as of 31 March 2025. These projections take into account the impacts of the preliminary Purchase Price Allocation (PPA) process, including any fair value adjustments.

Law on Income Tax (Presidential Decree No. 917 of 22 December 1986), Mediobanca may join the national tax consolidation scheme of Banca Monte dei Paschi di Siena S.p.A., starting from the tax period following that in which such shareholding was acquired (⁵). As a result, the consequent increase in the MPS Group’s future consolidated tax base will allow for the immediate recording in the financial statements of almost all DTAs from past consolidated tax losses, up to Euro 2.9 billion, and, compared to the current situation, will accelerate the utilization process of these DTAs with the related benefit in capital terms.

Otherwise, in the event that, upon completion of the Offer and following the potential waiver of the Threshold Condition, the Offeror comes to hold a shareholding equal to or less than 50% of the share capital of Mediobanca, the latter, even in a de facto control scenario, may not be included in the national tax consolidation scheme of Banca Monte dei Paschi di Siena S.p.A.; in such a case, MPS may continue to use the past consolidated tax losses to compensate the taxable income generated by the companies currently participating in the national tax consolidation scheme and, both the recording of Euro 1.3 billion of DTAs (currently off-balance sheet) as assets and the benefits deriving from the use of the DTAs will still be achieved, even if over a longer period of time. Specifically, the expected benefits would be achieved in 2036 with an average annual use of DTAs equal to approximately Euro 0.3 billion, also due to the projected increase in the tax base resulting from the synergies generated by the Transaction.

With regard to significant acts and/or transactions (or the omission of significant acts and/or transactions) that are considered to be included in the Relevant Acts Condition, the following are indicated in general terms and by way of example only: capital increases (including those carried out in execution of delegations granted to the board of directors pursuant to Article 2443 of the Italian Civil Code), capital reductions, distributions of reserves, payment of extraordinary dividends (i.e., those exceeding the profit resulting from the last financial statements approved at the time of distribution), use of own funds, purchases or disposals of treasury shares for any purpose, mergers, demergers, transformations, amendments to the By-laws in general, cancellation or consolidation of shares, disposals, acquisition, contributions, exercise of squeeze-out, or transfers, even on a temporary basis, of assets, interests (or related equity or participation rights), service contracts, commercial contracts or distribution contracts for banking, financial or insurance products, companies or business units (including, by way of example, those operating in the insurance sector), bond issues or debt undertaking and, in general, acts and/or transactions that do not amount to Mediobanca’s ordinary course of business as currently carried out.

It should be noted that, the above examples are provided for illustrative purposes only and are not exhaustive and are based on information publicly available in relation to the Issuer and/or the Mediobanca Group as of the Offer Document Date.

It should also be noted that, in the event of the completion of one or more of the acts (including omissions) or transactions listed above (as well as any other act falling within the

⁵ In accordance with the requirement set forth in Article 119, paragraph 1, letter “a” of the Consolidated Law on Income Tax (“alignment of the financial year of each subsidiary with that of the parent company or controlling entity”), Mediobanca’s financial year (which, on the Offer Document Date, ends on 30 June) shall be aligned with that of the Offeror.

Relevant Acts Condition), the Offeror will have the right to modify, invoke or waive, at its discretion, in whole or in part, such Condition of Effectiveness as better specified in Paragraph A.1.7 below (which is in the sole interest of the Offeror).

At present, with regard to the Mediobanca-Banca Generali Offer, the Offeror acknowledges the information available (as set out in the Mediobanca Communication 102 and in the recent press release dated 15 June 2025, which announced the postponement of the shareholders’ meeting for the relevant authorization pursuant to Article 104 of the TUF, initially convened for 16 June 2025, to 25 September 2025) and, in spite of the uncertainty caused by the effects of such postponement of the shareholders’ meeting, does not believe that, based on this information, the events referred to in the “Significant Events Condition” and “Defensive Measures Condition” sections have already occurred as of the Offer Document Date.

In this context, which is subject to numerous uncertainties, if more comprehensive information becomes available – as stated by the Issuer itself – the Offeror reserves the right to analyse any developments in the matter and/or any information that will be provided or made available by the parties involved in the Mediobanca-Banca Generali Offer that could have impacts on the aforementioned Conditions of Effectiveness.

With regard to the MAE Condition, it should be noted that, by way of example and without limitation, the extraordinary circumstances or events and related effects whose occurrence could be invoked by the Offeror as non-fulfilment of this Condition of Effectiveness include, among others, all the events listed in items (x) and (y) of Paragraph A.1.1, number (ix) above, which may occur in the markets where the Issuer, MPS or their respective subsidiaries and/or affiliates operate as a result of, or in connection with, ongoing international political crises, including those in Ukraine and the Middle East, the introduction of trade tariffs between the United States of America, the European Union, and the People’s Republic of China, which, although in the public domain as of the Communication Date, could have adverse consequences for the Offer and/or the financial, economic, capital or operating position of the Issuer or MPS and their respective subsidiaries and/or affiliates, such as, by way of example, the temporary suspension and/or closure of financial and production markets and/or commercial activities relating to the markets in which the Issuer, MPS or their respective subsidiaries and/or affiliates operate, MPS or their respective subsidiaries and/or affiliates, which would have adverse effects on the Offer and/or changes in the financial, economic or operating position of the Issuer, the Bank or their respective subsidiaries and/or affiliates.

As specified in Paragraph A.1.7 below, the MAE Condition is established as a Condition of Effectiveness that can be modified, invoked or waived only by the Offeror (and is therefore in the exclusive interest of the Offeror) if the “extraordinary circumstances or events” determine the effects considered for the purposes of the MAE Condition and, therefore, have resulted in the non-fulfilment of the same “by 7:29 a.m. on the Trading Day prior to the Payment Date (...), unless the Acceptance Period is extended (...)”.

MPS, pursuant to the provisions of Article 43, paragraph 1, of the Issuers’ Regulation, reserves the right to modify and/or waive, in whole or in part, or invoke the non-fulfilment of one or

more of the Conditions of Effectiveness (save for the Minimum Threshold Condition), only expressly, by giving communication in the forms provided for in Article 36 of the Issuers’ Regulation.

The Offeror shall notify the fulfilment or non-fulfilment of the Conditions of Effectiveness or, if one or more Conditions of Effectiveness have not been fulfilled, any waiver thereof, pursuant to Article 36 of the Issuers’ Regulation, within the following deadlines:

If even one of the Conditions of Effectiveness is not met and the Offeror does not exercise its right to waive it, in accordance with applicable law, the Offer will not be completed and will be deemed to have failed. In such case, the Shares Subject to the Offer will be returned to their respective owners on the first Trading Day following the date on which the failure of the Offer is first announced through the Depositary Intermediaries, without any charges or expenses being levied on them.

For further information, please refer to Section F of the Offer Document.

On 19 September 2024, the Board of Directors of the Issuer approved the draft financial statements and consolidated financial statements as of 30 June 2024.

On 28 October 2024, the Issuer’s shareholders’ meeting approved the draft consolidated financial statements for the year ended 30 June 2024, available to the public at the registered office and on the website www.mediobanca.com/en (the “2024 Annual Financial Report”).

In particular, the Issuer’s shareholders’ meeting in ordinary session, inter alia, (i) approved the financial statements as of 30 June 2024, including the balance sheet, income statement and supplementary note, which closed with a net profit for the year equal to Euro 1,243,992,400.81, of which Euro 69,135.00 will be allocated to the legal reserve, Euro 124,330,105.08 to the statutory reserve, Euro 320,000,000.00 to the restricted reserve pursuant to Articles 1, paragraphs 87 to 95 of the 2023 Budget Law, and Euro 16,288,256.97 to the non-distributable reserve pursuant to Article 6 of Legislative Decree No. 38 of 28 February 2005; (ii) resolved to distribute a gross dividend of Euro 1.07 per Mediobanca Share (payout ratio of 70%) which, taking into account the interim dividend paid in May 2024 (equal to Euro 0.51), corresponds to a balance as of November 2024 equal to Euro 0.56 per Mediobanca Share, for a total amount equal to Euro 464,046,606.80, after withdrawal of Euro

101,892,019.38 from the statutory reserve. The minutes of the Issuers’ Shareholders’ Meeting are available to the public at the registered office and published on the Issuer’s website www.mediobanca.com/en.

On 10 February 2025, the Issuer’s Board of Directors approved Mediobanca’s half-year report as of 31 December 2024 (the “2024 Half-Year Report”), available to the public at www.mediobanca.com/en.

On 8 February 2025, the Issuer’s Board of Directors approved the interim management report as of 31 March 2025, available to the public at its registered office and on the website www.mediobanca.com/en (the “2025 Interim Report”).

For further information on the recent performance of the Issuer and the Mediobanca Group, please refer to Section B, Paragraph B.2.7, of the Offer Document.

To the best of the Offeror’s knowledge, as of the Offer Document Date, the following significant shareholders of MPS and members of the Board of Directors of MPS are also related parties of the Issuer, in light of the definition of “related party” contained in the relevant procedure adopted by the Board of Directors of Mediobanca:

In this regard, and for the sake of completeness, it should be noted that, Delfin and Mr. Caltagirone are also related parties of the Offeror, pursuant to the definition of “related party” contained in the MPS Regulation. This is because Delfin holds a 9.780% stake in MPS’ share capital and Mr. Caltagirone holds (indirectly, through a series of subsidiaries) a total stake of 5.026% in MPS’ share capital (⁶).

It should be noted that, in relation to the proposed Capital Increase Reserved to the Offer, the measures and safeguards set out in the Related Parties Regulation and the MPS Regulation have been applied.

This is because, as indicated above, certain entities with a stake of more than 3% in Mediobanca also hold a significant stake (i.e., more than 3%) in MPS and therefore fall within the definition of “discretionary” related parties as identified by CONSOB on a discretionary basis (Article 4.1.1 of the MPS Regulation).

The procedure set out in the Related Parties Regulation and the MPS Regulation was duly completed and concluded with the issuance of a favourable opinion on the substantive and procedural fairness and appropriateness of the Offer and, in particular, of the Capital Increase Reserved to the Offer, by the MPS’ Committee for Related Parties Transactions, composed of independent directors.

⁶ The shareholding percentages indicated in the text have been taken from information publicly available on the Consob website based on the communications received pursuant to Article 120 of the TUF and Part III, Title III, Chapter I, Section I, of the Issuers’ Regulation.

For a complete description of the activities carried out, please refer to the information document prepared pursuant to Article 5 of the Related Parties Regulation, available to the public at the Bank’s registered office in Siena, Piazza Salimbeni No. 3, on the Bank’s website (www.gruppomps.it/en) under the section “Corporate Governance – Related Parties Transactions”, and on the authorized storage mechanism “eMarketSTORAGE” at www.emarketstorage.it/en.

In addition to the aforementioned opinion, the Committee for Related Parties Transactions was then consulted again with regard to the proposed Capital Increase Reserved the Offer to be submitted to the Shareholders’ Meeting on 17 April 2025 as well as the proposal to exercise the Delegation by the MPS Board of Directors on 26 June 2025, in order, among other things, to verify its consistency with the terms and conditions of the Offeror’s Communication. During this discussion, it was pointed out that, as of that date, there had been no changes to the opinion issued on 23 January 2025.

* * * *

Without prejudice to the foregoing, the Offeror specifies that the Offer has been structured, evaluated and approved by MPS in accordance with its independent judgement, with the support of leading advisors. The Offeror has not had any contact with its significant shareholders (i.e., shareholders holding more than 3% of MPS’ share capital) regarding their acceptance or non-acceptance of the Offer, nor are there any agreements between the Bank and such significant shareholders regarding the stake that may be held by MPS in Mediobanca and its subsidiaries, including Assicurazioni Generali, upon completion of the Offer.

Without prejudice to the below, the Offeror’s Communication provided that, for each Mediobanca share tendered in acceptance of the Offer, MPS would offer a unit consideration consisting of No. 2.300 MPS Shares resulting from the Capital Increase Reserved to the Offer (the “Pre-Adjustment Consideration”). Furthermore, as indicated in the Offeror’s Communication, “If, prior to the Payment Date (as defined below), the Issuer and/or the Offeror should pay(s) a dividend (including an interim dividend) and/or make a distribution of reserves to its shareholders, or in any event the ex coupon (cedola) relating to dividends resolved upon but not yet paid by the Issuer and/or MPS, as the case may be, is detached from the Mediobanca Shares and/or the MPS shares, the Consideration shall be adjusted to take into account the dividend distributed (or the interim dividend) or the reserve distributed”.

It should be noted that the Offeror’s Communication provides for further adjustments to the Consideration, namely any transaction involving the Issuer’s share capital and/or Mediobanca shares, without prejudice to the Offeror’s right to exercise (or waive) the relevant Condition of Effectiveness, where applicable, in relation to such individual event. For further details, please refer to the Offeror’s Communication.

In this regard, it should be noted that on 17 April 2025, the ordinary Shareholders’ Meeting of MPS resolved to distribute the MPS Dividend (equal to Euro 0.86 per share). The MPS Dividend was paid on 21 May 2025, with ex-dividend date on 19 May 2025 (record date on 20 May 2025).

Furthermore, on 8 May 2025, the Board of Directors of Mediobanca resolved to distribute the Mediobanca Interim Dividend (equal to Euro 0.56 per share). The Mediobanca Interim

Dividend was paid on 21 May 2025, with ex-dividend date on 19 May 2025 (record date on 20 May 2025).

As certain circumstances requiring an adjustment to the Pre-Adjustment Consideration have arisen, on 20 May 2025, MPS announced to the market that, following the detachment of the coupons and the related payments of the MPS Dividend and the Mediobanca Interim Dividend, it had made the resulting technical adjustment of the Pre-Adjustment Consideration, equal to 0.233 MPS shares.

Therefore, as of the Offer Document Date, the unit Consideration (following the adjustment) is equal to No. 2.533 newly issued MPS Shares in execution of the Capital Increase Reserved to the Offer. As a result, by way of example, for every No. 1,000 Shares Subject to the Offer tendered in acceptance of the Offer, No. 2,533 newly issued ordinary MPS Shares will be exchanged.

In any case, it should be noted that, the Consideration – without prejudice to any restructuring and/or changes to the content and/or structure of the Offer – may be further adjusted upon the occurrence of the additional events indicated in the Offeror’s Communication and summarized above. Accordingly, if Mediobanca’s Board of Directors, in execution of the delegation granted to it by the Issuer’s extraordinary Shareholders’ Meeting of 28 October 2024, proceeds – prior to the Payment Date – to cancel the Treasury Shares purchased in execution of the authorization of the same Mediobanca’s ordinary Shareholders’ Meeting of 28 October 2024, and/or any transactions to reduce the number of Mediobanca shares outstanding and/or the payment of the relevant balance of the 2025 dividend, further adjustments will be made to the Consideration, without prejudice to any restructuring and/or changes to the content and/or structure of the Offer.

In view of the nature of the Consideration, represented by the newly issued MPS Shares offered in exchange of the Shares Subject to the Offer tendered in acceptance of the Offer, the valuation analyses underlying the determination of the Exchange Ratio, and therefore of the Consideration, were carried out by the Offeror in order to express a comparative estimate of the economic values of the Mediobanca Group, on the one hand, and the MPS Group, on the other.

Therefore, in accordance with a principle established in valuation practice, the approach adopted by the Offeror has given priority to the principle of relative homogeneity and comparability of the valuation methods applied, in order to identify ranges of relative values that are homogeneous and comparable for the Issuer and the Offeror. The estimates of the economic value of the Issuer and the Offeror underlying the determination of the Pre-Adjustment Consideration are therefore meaningful only in relative terms.

The valuations carried out by the MPS’ Board of Directors refer to the economic and market conditions as of 23 January 2025, corresponding to the Trading Day prior to the Communication Date (the “Reference Date”) and to the economic, financial and equity position of MPS and Mediobanca as reported in the consolidated interim management reports as of 30 September 2024, in the consolidated financial statements as of 31 December 2023 for MPS, in the consolidated financial statements as of 30 June 2024 for Mediobanca, and in the related press releases and presentations of the results addressed to the financial community.

The choice of the methodologies and the results of the valuation analyses carried out by the

Offeror as of the Reference Date for the purpose of determining the Pre-Adjustment Exchange Ratio presented the following main limitations and difficulties:

Therefore, taking into account the above limitations and valuation difficulties, and in particular the fact that the Offeror did not have access to information and forecasts that would have allowed it to prepare analytical financial valuations of the Mediobanca Shares for the purpose of determining the Pre-Adjustment Exchange Ratio, the Offeror used a valuation approach based on market methodologies, in line with national and international best practices.

In particular, the Offeror’s Board of Directors decided to use the following valuation methods, all with equal significance:

It should be noted that the above valuation methods were applied prior to the payment of the MPS Dividend and the Mediobanca Interim Dividend and, therefore, the adjustment of the Consideration, as announced to the market on 20 May 2025, is a technical adjustment of a purely numerical nature aimed at maintaining the economic terms of the Offer unchanged.

The table below shows a comparison between (i) the implied Pre-Adjustment Consideration offered (rounded to the third decimal number), calculated taking into account the Pre-Adjustment Exchange Ratio, the official price of MPS ordinary shares as of the Reference Date (i.e., 23 January 2025, corresponding to the last Trading Day prior to the Communication Date) and the volume-weighted averages of the official prices of MPS ordinary shares for the 1, 2, 3 and 6 months and 1 year prior to the Reference Date (included), and (ii) the official price of the Mediobanca Shares recorded as of the Reference Date, the volume-weighted averages of the official prices of the Mediobanca Shares for the 1, 2, 3 and 6 months and 1 year prior to the Reference Date (included), as well as the related implied premiums.

Source: FactSet VWAP

Since Mediobanca shares and MPS shares are listed on the regulated market of Euronext Milan, the Pre-Adjustment Offer Consideration was determined by reference to the above stock market values, incorporating a premium of 5.03% over the official price of Mediobanca shares as of 23 January 2025 (equal to Euro 15.227⁷).

It should be noted that, the Pre-Adjustment Consideration has been determined on the assumption that, prior to the Payment Date: (i) Mediobanca and/or MPS do not approve or implement any ordinary or extraordinary distribution of dividends drawn from profits and/or other reserves; and (ii) Mediobanca does not approve or implement any transaction on its share capital (including, by way of example, capital increases or reductions) and/or on the Shares Subject to the Offer (including, by way of example, the consolidation or cancellation of shares).

Taking into account the payment of the MPS Dividend and the Mediobanca Interim Dividend, the Offeror has consequently adjusted the Pre-Adjustment Exchange Ratio accordingly and, therefore, on the Offer Document Date, the unit Consideration is represented by No. 2.533 newly issued MPS Shares in execution of the Capital Increase Reserved to the Offer for each Share Subject to the Offer tendered in acceptance of the Offer.

If, prior to the Payment Date, further adjustment conditions arise, the Consideration will be subject to further adjustments to take account of such further events (if MPS waives the Relevant Acts Condition referred to in Paragraphs A.1.1 and A.1.5 of this Offer Document, where applicable, in relation to that single event).

⁷ Source: FactSet VWAP

Any further adjustment to the Consideration as a result of the above will be disclosed in the manner and within the time frames required by applicable law.

For further information, please refer to Section E, Paragraph E.1, of the Offer Document.

The Offer Consideration consists of MPS Shares to be issued in execution of the Capital Increase Reserved to the Offer, approved by the Board of Directors of the Offeror on 26 June 2025, on the basis of the Delegation granted to it by the Offeror’s Shareholders’ Meeting.

As set out in the explanatory report and in the information document prepared pursuant to and for the purposes of Article 70 of the Issuers’ Regulation, made available to the public for the Offeror’s Shareholders’ Meeting, the Delegation concerns a maximum of No. 2,230,000,000 MPS Shares, to be paid-in by contribution in kind of the Shares Subject to the Offer tendered in acceptance of the Offer. The maximum number of MPS Shares subject to the Delegation has been calculated by MPS, as indicated in the explanatory report and in the information document prepared pursuant to and for the purposes of Article 70 of the Issuers’ Regulation, on the basis of the contents of the Offer and as a matter of extreme caution and in accordance with a highly conservative approach.

Taking into account that the MPS Dividend and the Mediobanca Interim Dividend have been paid and that, therefore, the Pre-Adjustment Exchange Ratio has been adjusted and, without prejudice to any further adjustments to the Consideration and/or any restructuring and/or changes to the content and/or structure of the Offer, it will not be necessary to issue all of the No. 2,230,000,000 MPS Shares reserved to the Offer.

The Capital Increase Reserved to the Offer is subject to the provisions of Articles 2440 and 2343-ter, et seq., of the Italian Civil Code, concerning capital increases to be paid-in through contribution in kind.

In particular, the Offeror has resolved, pursuant to Article 2440, paragraph 2, of the Italian Civil Code, to act in compliance with the provisions of Articles 2343-ter and 2343-quater of the Italian Civil Code for purposes of the valuation of the Shares Subject to the Offer, which, through a simplified procedure, exempts from the requirement for a sworn appraisal of the assets subject to the contribution prepared by an expert appointed by the Court in the district where the company subject to contribution has its registered office (i.e., the Court of Siena), if the value attributed to the assets subject to contribution, for the purpose of determining the share capital and any share premium, “is equal to or less than” the value resulting from a valuation referring to a date not more than six months prior to the contribution, and in accordance with the principles and criteria generally recognized for the valuation of assets being contributed, provided that such valuation is carried out by an independent expert (independent from those who make the contribution, the company subject to contribution and the shareholders exercising control individually or jointly over the contributor or the company itself) and with adequate or proven professional experience (for further details, please refer to Article 2343-ter, paragraph 2, letter b) of the Italian Civil Code).

The Offeror has therefore appointed KPMG Corporate Finance, a division of KPMG Advisory S.p.A., as Independent Expert, to prepare the valuation of the Shares Subject to the Offer. In

this regard, KPMG Corporate Finance, a division of KPMG Advisory S.p.A., as an Independent Expert pursuant Article 2343-ter, paragraph 2, letter b) of the Italian Civil Code, on 14 March 2025 issued its Appraisal. In its Appraisal, KPMG Corporate Finance, a division of KPMG Advisory S.p.A., concluded that, as of 14 March 2025, based on the economic and financial position as of 31 December 2024 and the factors and methods described in its appraisal, the fair value of the shares of Mediobanca is not less than Euro 16.406 per Mediobanca share, cum dividend, or Euro 15.852 per Mediobanca share, ex dividend.

Subsequently, on 26 June 2025, the Independent Expert, upon request of the Offeror, issued the Appraisal updated taking into account the data and information available as of 31 March 2025, which therefore constitutes the new reference date. Specifically, in the updated Appraisal, the Independent Expert concluded that as of 26 June 2025, based on the economic and financial position as of 31 March 2025, and the elements and methods described in the update Appraisal, the fair value of the shares of Mediobanca is not less than Euro 17.395 per each share of Mediobanca, ex dividend, i.e., net of Mediobanca’s Interim Dividend.

In accordance with the law, the value attributed, for the purpose of determining the share capital and the share premium, to the Shares Subject to the Offer tendered in acceptance of the Offer must be equal to or less than the value indicated in the aforementioned updated Appraisal of the Independent Expert.

It should be noted that, MPS’ Board of Directors has appointed the company responsible for the statutory audit of MPS, PricewaterhouseCoopers Advisory S.p.A., to prepare, on a voluntary basis and in accordance with the criteria set out in ISAE “3000 revised – limited assurance engagement” a report regarding the adequacy, in so far as is reasonable and nondiscretionary, in the case in question, of the criteria adopted by the same Board of Directors for determining the Pre-Adjustment Exchange Ratio, with respect to national and international valuation practices and professional techniques applicable to transactions of this nature.

On 26 June 2025, PricewaterhouseCoopers Advisory S.p.A. issued its fairness opinion on the issue price of the MPS Shares in the Offer, as determined by the Board of Directors of the Offeror, pursuant to the combined provisions of Articles 2441, paragraph 4, first sentence, and paragraph 6, of the Italian Civil Code and Article 158, paragraph 1, of the TUF.

It should be noted that, Article 2443, paragraph 4, of the Italian Civil Code provides that, in cases (such as the one in question) where the company subject to contribution has opted for the valuation of the contributed assets pursuant to the special provisions of Articles 2343-ter and 2343-quater of the Italian Civil Code, one or more shareholders representing, and who represented at the date of the board of directors’ resolution for the capital increase, at least one-twentieth of the share capital prior to the increase, may request, within 30 (thirty) days from the filing in the Companies’ Register of the board of directors’ resolution for the capital increase (i.e., by 28 July 2025), that, on the initiative of the directors and pursuant to and for the purposes of Article 2343 of the Italian Civil Code, a new valuation of the contributed assets be carried out through a sworn appraisal by an expert appointed by the competent Court (i.e., the Court of Siena).

Furthermore, the aforementioned provisions of Articles 2343-ter and 2343-quater of the Italian Civil Code, applied together with the rules governing the capital increase delegated by the Shareholders’ Meeting to the Board of Directors (and, in particular, Article 2443,

paragraph 4, first sentence, of the Italian Civil Code), provide that the Board of Directors of the Offeror, pursuant to the combined provisions of Articles 2343-quater and 2440 of the Italian Civil Code, must issue, within 30 days from the execution of the contribution or, if later, from the date of filing in the Companies’ Register of Arezzo – Siena of the board of directors’ resolution on the Capital Increase Reserved to the Offer, a declaration containing the information referred to in letters a), b), c) and e) of Article 2343-quater, paragraph 3, of the Italian Civil Code; namely: a) the description of the contributed assets (in this case, the Shares Subject to the Offer) for which the appraisal referred to in Article 2343, paragraph 1, of the Italian Civil Code has not been prepared; b) the value attributed to such assets, the source of such valuation and, if applicable, the valuation method; c) a statement that this value is at least equal to the value attributed to them for the purpose of determining the share capital and any share premium; and e) the declaration of the adequacy of the expertise and independence requirements of the expert referred to in Article 2343-ter, paragraph 2, letter b) of the Italian Civil Code.

Regarding the declaration containing the information referred to in the aforementioned letters a), b), c) and e) of Article 2343-quater, paragraph 3, of the Italian Civil Code, it should be noted that this declaration was issued by the Offeror’s Board of Directors on 26 June 2025 and is contained in the board of directors’ resolution on the Capital Increase Reserved to the Offer registered with the Companies’ Register of Arezzo – Siena on 27 June 2025.

As for letter d) of Article 2343-quater, paragraph 3, of the Italian Civil Code, Article 2443, paragraph 4, last sentence, of the Italian Civil Code provides that “the declaration that no exceptional or significant events have occurred that affect the valuation referred to in letter b)” will be filed by the directors of the company subject to the contribution with the Companies’ Register only after the 30-day period described above, granted to the qualified minority of the company subject to the contribution to request a new valuation pursuant to Article 2343 of the Italian Civil Code, has elapsed.

Furthermore, it should be noted that, taking into account the provisions of Article 2343-quater, paragraph 4, of the Italian Civil Code, until the declaration of the directors of MPS with the contents referred to in letter d) of the said provision is not registered with the Companies’ Register of Arezzo – Siena, the MPS Shares issued in execution of the Capital Increase Reserved to the Offer and which will be allocated to the Tendering Shareholders as Offer Consideration will be unavailable (and therefore cannot be sold) and must remain deposited with the Offeror.

It is also expected that the registration of such declaration by the directors of MPS with the competent Companies Register’ will occur in a timely manner prior to the Payment Date to allow the free availability to the Tendering Shareholders of the MPS Shares, that will be assigned to them as Offer Consideration on the Payment Date itself. In this regard, until the declarations of the directors of MPS referred to in Article 2343-quater, paragraph 3, of the Italian Civil Code are registered with the Companies’ Register of Arezzo – Siena, the MPS Shares issued in execution of the Capital Increase Reserved to the Offer and which will be allocated to the Tendering Shareholders as Offer Consideration will be unavailable (and therefore cannot be sold) and must remain deposited with the Offeror.

The MPS Shares resulting from the Capital Increase Reserved to the Offer will be traded on the same market on which the Offeror’s shares already in circulation will be traded at the

time of their issue. Please note that in relation to the MPS Shares, the Offeror has published the Exemption Document available to the public at the Offeror’s registered office and on the Offeror’s website.

It should be noted that, if, prior to the Consideration Payment Date, the Board of Directors of the Offeror finds that exceptional events or new facts have occurred that could significantly alter the value of the assets contributed (i.e., the value attributed to the Shares Subject to the Offer for the purposes of the Capital Increase Reserved to the Offer) and, therefore, such as to prevent the issuance of the declaration by the directors of MPS pursuant to Article 2343-quater, paragraph 3, letter d) of the Italian Civil Code, the Board of Directors of the Offeror shall proceed with a new valuation of the contributions in kind (i.e., the Shares Subject to the Offer) pursuant to Article 2343 of the Italian Civil Code and then initiate the ordinary procedure for the valuation of contributions in kind, requesting the competent Court to appoint an expert who will prepare, in compliance with applicable regulations, a sworn appraisal estimating the value of the assets contributed. Furthermore, also pursuant to Article 2343 of the Italian Civil Code, if the Board of Directors’ review of the sworn appraisal reveals that the value of the assets contributed is less than 1/5 of the value at which they were contributed, MPS shall apply the provisions of Article 2343, paragraph 4, of the Italian Civil Code (including, where applicable, the reduction of the nominal share capital of the Capital Increase Reserved to the Offer).

Without prejudice to the above, it should be noted that, as of the Offer Document Date, the Offeror’s Board of Directors has not identified any exceptional events or significant new events that would require a further update of the report prepared pursuant to Article 2343-ter, paragraph 2, letter b) of the Italian Civil Code or, in any case, to require the commencement, as of the Offer Document Date, of the ordinary procedure for the valuation of contributions in kind, which requires a sworn appraisal by an expert appointed by the competent Court pursuant to Article 2343 of the Italian Civil Code.

For the sake of completeness, it should be noted that the above will apply, mutatis mutandis, if the conditions for the Reopening of the Acceptance Period and/or for the fulfilment of the Sell-Out pursuant to Article 108, paragraph 2, of the TUF and/or for the fulfilment of the Joint Procedure are met.

For further information on the Capital Increase Reserved to the Offer and the procedure referred to in Articles 2440 and 2343-ter, et seq., of the Italian Civil Code, please refer to the Recitals of the Offer Document.

It should be noted that, considering that the Offeror’s shares (including the MPS Shares issued in execution of the Capital Increase Reserved to the Offer) have no nominal value, any recourse to the ordinary procedure for the valuation of contributions in kind pursuant to Article 2343 of the Italian Civil Code – both following a request by minority shareholders pursuant to Article 2443, paragraph 4, of the Italian Civil Code, or following the failure of the MPS directors to issue the declaration pursuant to Article 2343-quater, paragraph 3, letter d) of the Italian Civil Code (for further information, please refer to Section A, Paragraph A.5, of the Offer Document) – will have no impact on the Exchange Ratio and, consequently, on the Consideration, as well as on the right of the Tendering Shareholders to be assigned the corresponding number of MPS Shares as Offer Consideration; and this even if, following the

ordinary valuation process referred to in Article 2343 of the Italian Civil Code, it should emerge that the value attributed to the Shares Subject to the Offer and subject to contribution in kind is lower than that indicated in the Appraisal of the Independent Expert prepared pursuant to Article 2343-ter, paragraph 2, letter b) of the Italian Civil Code, as amended, given that in the hypothetical scenario mentioned above, in accordance with the fairness opinion issued by the independent auditor, this would result, if applicable, considering that the ordinary shares of the Offeror have no nominal value, in a reduction in the amount of the share premium and of the nominal share capital of the Capital Increase Reserved to the Offer, but not of the number of MPS Shares to be issued as Offer Consideration, or consideration of the Reopening of the Acceptance Period, and/or consideration for the procedure for the fulfilment of the Sell-Out pursuant to Article 108, paragraph 2, of the TUF and/or consideration of the Joint Procedure.

In view of the rules applicable to the Capital Increase Reserved to the Offer and the procedure set forth in Articles 2440 and 2343-ter, et seq., of the Italian Civil Code (for further information, please refer to Section A, Paragraph A.5.1 above, of the Offer Document), it should be noted that, in the event of recourse to the ordinary procedure for valuing the Shares Subject to the Offer pursuant to Article 2343 of the Italian Civil Code by means of a sworn appraisal by an expert appointed by the competent Court – either following a request by the MPS minority shareholders pursuant to Article 2443, paragraph 4, of the Italian Civil Code, or following the failure of the MPS directors to issue the declaration pursuant to Article 2343-quater, paragraph 3, letter d) of the Italian Civil Code – if such valuation procedure is not completed by the Payment Date or by the Payment Date of the Reopening of the Acceptance Period and/or by the payment date of the procedure for the fulfilment of the Sell-Out pursuant to Article 108, paragraph 2, of the TUF and/or the payment date of the Joint Procedure, the MPS Shares that will be allocated to the Tendering Shareholders as Offer Consideration on the Payment Date or on the Payment Date of the Reopening of the Acceptance Period and/or on the payment date of the procedure for the fulfilment of the Sell-Out pursuant to Article 108, paragraph 2, of the TUF and/or on the payment date of the Joint Procedure will be unavailable until completion of the ordinary procedure for the valuation of the Shares Subject to the Offer pursuant to Article 2343 of the Italian Civil Code, noting, however, that such date cannot be determined in advance.

For further information, please refer to Section F of the Offer Document.

Considering that for each Share Subject to the Offer tendered in acceptance of the Offer, No. 2.533 MPS Shares will be allocated based on the Exchange Ratio, the result of applying the Exchange Ratio to the Shares Subject to the Offer tendered in acceptance of the Offer by a Tendering Shareholder may not be a whole number of MPS Shares (i.e., where a Tendering Shareholder does not tender to the Offer at least No. 1,000 Shares Subject to the Offer, or a number of Shares Subject to the Offer equal to a whole multiple of 1,000).

Such fractional parts of MPS Shares will be treated in accordance with Section F of the Offer Document.

Over the last three years, MPS has consistently strengthened its fundamentals, consolidating the sustainability of its business model and improving its risk profile, thereby achieving solid levels of profitability. Furthermore, the MPS Group has managed to exceed most of the targets set out in its 2022-2026 business plan two years ahead of schedule and with one of the strongest capital positions in Europe, laying solid foundations to play an active role in the broader consolidation of the Italian banking sector.

The aggregation between MPS and Mediobanca, which will be carried out in accordance with the principles of sound and prudent management, operational continuity and risk control, aims to create a New National Champion, combining two leading brands in the financial services market, with the objective of strengthening the sustainability of the business model, ensuring solid levels of profitability in the medium/long-term.

MPS believes that the Offer represents an ideal opportunity for further development and growth for both institutions and offers significant value creation for the shareholders of both companies and all stakeholders.

The aggregation with Mediobanca, if completed, will create the third largest national banking operator in terms of total assets, customer loans, direct deposits and total financial assets, and a highly diversified, resilient player with distinctive and complementary capabilities in each business area and a significant degree of innovation and support for growth, with the potential to compete with the leading Italian and European banks by fully leveraging existing human capital.

In a market that is undergoing consolidation, MPS intends to play an active role, and this proposed aggregation represents a unique opportunity to strengthen its position in certain key areas and sectors, also to better seize future growth opportunities. This will increase support for households and businesses, strengthening overall support for the former, both in terms of financing needs and in the protection and management of savings, and assisting the latter in capturing growth opportunities at domestic and international level. The benefits will also extend to local communities and the Italian economy.

The new group will be able to count on Mediobanca’s distinctive expertise in Wealth Management, Corporate & Investment Banking and Consumer Finance, and MPS’ expertise in Retail and Commercial Banking. Furthermore, if the Mediobanca-Banca Generali Offer is not successful and Mediobanca retains its interest in Assicurazioni Generali, this will also positively contribute to the diversification of the new MPS Group’s revenues.

The aggregation will also offer the employees of each institution the opportunity to develop their careers in a larger organization, enhancing their talent thanks to opportunities for mutual enrichment and integration.

At the same time, it will help attract new high-profile resources, leveraging their skills and professionalism to consolidate a sustainable and competitive growth model.

Finally, the two banks’ sustainability strategies will be consolidated, leveraging their respective ESG capabilities to strengthen the combined entity’s positioning and promote its commitment to the communities and territories where they are based.

MPS’ high governance standards will be maintained throughout the integration process and beyond, ensuring transparency, accountability and a balanced approach towards all stakeholders, thus contributing to the creation of a sustainable and competitive long-term model.

Industrial and strategic aspects

The acquisition of Mediobanca allows to accelerate the implementation of the strategic guidelines of 2024-28 Business Plan, which focuses on: i) the growth of specialized, high-fee-generating businesses; ii) the development of new service models for value-added activities; iii) the expansion of financing solutions for households and the development of new services for SMEs; iv) the renewal and optimization of distribution platforms; v) the adaptation of a zero-based risk approach for more effective risk management.

MPS and Mediobanca operate with specialized business models and have many complementary elements, which will enable the creation of a New National Champion with a distinctive and resilient business model, capable of responding to the needs of households and businesses. This will be characterized by a wide range of banking products, a balanced funding mix and a solid capital and liquidity position.

In particular, the following strategic development guidelines are envisaged for various business lines covered by the two entities.

Retail Banking

The expertise gained by MPS over decades will enable the expansion of Mediobanca’s Retail business, particularly the customer bases of Compass and Mediobanca Premier, through the offering of MPS’ core products, such as accounts, credit cards, and mortgages.

Additionally, MPS will be able to leverage its nationwide branch network, allowing Compass, Mediobanca Premier and potentially all Mediobanca customers to benefit from its extensive presence to meet their financial needs.

Wealth & Asset Management

The Transaction will enable the creation of a leading player in Wealth Management, due to the combination of MPS and Mediobanca’s expertise in Private Banking, with the contribution from certain companies and product companies, as well as in Asset Gathering, through the integration of over 1,200 financial advisors active in Widiba and Mediobanca Premier, and about 500 bankers, allowing:

Corporate & Investment Banking

The Transaction will enable MPS’ balance sheet potential to be combined with Mediobanca’s Investment Banking business and launch an intensive development programme to support the growth of companies throughout the country.

The complementarity between the customer segments served (SMEs and Large Corporates) and the range of products offered by MPS and Mediobanca to corporate clients will enable the creation of a leading operator in Corporate & Investment Banking (CIB). This will result in a broad and comprehensive offering, covering all major products, including the commercial banking services strictly linked to financial advisory, Capital Markets, Structured Finance CIB, access and execution in financial markets, and specialty finance services such as factoring.

The combined entity will assume a leadership position in Equity Capital Markets and M&A, allowing the MPS Group to capture growth opportunities in the mid-market segment, where MPS has a consolidated presence and is experiencing significant development, through:

Consumer Finance

The unique positioning of Compass in the consumer credit sector will benefit from a further boost through the enhancement of the existing partnership with MPS and increased penetration in the retail customer base through:

Insurance

Besides additional revenue synergies in the core segments of both entities, MPS will have the chance to expand its bancassurance offering through:

For further information on the reasons for the Offer and future plans relating to the Issuer, please refer to Section G, Paragraph G.2, of the Offer Document.

Finally, it should be noted that, given the nature of the Transaction, as of the Offer Document Date, MPS has prepared economic and financial projections in relation to the acquisition of Mediobanca based on the estimates contained in MPS’ 2024-28 Business Plan and publicly available information for Mediobanca. These projections were prepared taking into account

the business rationale for the initiative, the synergies that can be achieved by combining the two entities and the estimated integration costs. Upon completion of the Offer, MPS will prepare a Business Plan for the entity resulting from the integration with Mediobanca, which will be subject to approval by the competent bodies.

Finally, for the sake of clarity, it should be noted that any reference to the abovementioned effects arising out from the integration, combination, and aggregation of MPS and Mediobanca as a result of the Offer do not require a potential merger by incorporation of Mediobanca into MPS or into another company of the MPS Group and refer, on one hand, to a scenario where MPS exercises legal control over the Issuer and, on the other hand, to a scenario where MPS exercises de facto control over Mediobanca, with the clarifications set out below regarding the so-called DTAs.

* * * *

As of the Offer Document Date, the Offeror does not intend to unilaterally make any substantial changes to the employment contracts of the employees of MPS, Mediobanca and the companies belonging to the respective groups. Therefore, the Offer is not expected to have any direct negative impact on the overall workforce of the MPS Group and the Mediobanca Group in terms of working or employment conditions. Given the complementary nature (and absence of overlap) of the businesses of MPS and Mediobanca, as of the Offer Document Date, it is reasonable to believe that, in case of completion of the Offer, there will be no impact on the human capital and existing operating sites of MPS and Mediobanca.

If the Offer is completed, the Offeror intends to proceed with the Delisting, i.e., the delisting of the Issuer’s shares from trading on Euronext Milan, in accordance with the terms and conditions described in the Offer Document.

As indicated in Section A, Paragraph A.1, of the Offer Document, the effectiveness of the Offer is subject to the fulfilment of the Threshold Condition, i.e., the Offeror acquiring, upon completion of the Offer, ownership of at least 66.67% of the Issuer’s share capital, in order to allow the Offeror to hold an absolute majority at the extraordinary shareholders’ meeting of the Issuer, without prejudice to the Minimum Threshold Condition.

Regardless of the potential Delisting of Mediobanca, the Offeror does not exclude the option of evaluating in the future, at its discretion, the implementation of any other extraordinary transactions and/or corporate and business reorganizations that may be deemed appropriate, in line with the objectives and rationale of the Offer, including the potential merger by incorporation of the Issuer into the Offeror or into another company of the MPS Group, without prejudice to the commencement of the necessary corporate, authorization and regulatory procedures, also for the purposes of the potential Delisting. With regard to the potential merger, the Offeror specifies that if the Threshold Condition is not met and the Offeror decides to waive it (without prejudice to the Minimum Threshold Condition), the Offeror may not be able, following the Offer, to approve the potential merger with the only favourable vote of the Offeror itself. Regarding the potential merger, it should be noted that, in such a hypothetical situation, a proposal will be presented to the competent bodies of both the Issuer and the Offeror to proceed with this transaction so that they may convene the

relevant extraordinary shareholders’ meetings and, consequently, activate all customary safeguards as mandated by applicable laws and regulations.

As of the Offer Document Date, the Offeror has not taken any decision regarding any extraordinary transactions and/or corporate and business reorganizations of the MPS Group (including the potential merger by incorporation of the Issuer into the Offeror or into another company of the MPS Group) following the aggregation with the Mediobanca Group, as a result of the completion of the Offer.

For further information provided to Mediobanca shareholders in relation to possible alternative scenarios regarding acceptance or non-acceptance of the Offer, please refer to Section A, Paragraph A.15 below, of the Offer Document.

The promotion of the Offer is not subject to obtaining any authorization per se.

However, it should be noted that the effectiveness of the Offer is conditional, among other things, upon the fulfilment of the Authorizations Condition and the Other Authorizations Condition. In this regard, please refer to the information provided in Paragraph A.1.2 of this Offer Document.

For the sake of completeness, it should be noted that all Preliminary Authorizations were obtained prior to the Offer Document Date. For further details, please refer to Section C, Paragraph C.2, of the Offer Document.

For further information on the operational recommendations and reporting requirements requested by the ECB in the authorizations issued on 24 June 2025, please refer to Section C, Paragraph C.2, of the Offer Document.

Based on the information available as of the Offer Document Date, the Offeror has not identified any further authorizations, approvals or clearances under applicable law that are necessary for the completion of the Offer.

The Offeror will apply to the Offer, on a voluntary basis, the provisions relating to the mandatory reopening of the Acceptance Period referred to in Article 40-bis, paragraph 1, letter a) of the Issuers’ Regulation. Therefore, as indicated in Section F, Paragraph F.1.1, of the Offer Document, pursuant to Article 40-bis, paragraph 1, letter a), of the Issuers’ Regulation, by the Trading Day following the Payment Date, the Acceptance Period shall be reopened for 5 Trading Days (in particular, without prejudice to any extensions of the Acceptance Period, for the trading sessions of 16, 17, 18, 19, and 22 September 2025) if, following the publication of the Communication on the Final Results of the Offer (see Section F, Paragraph F.3, of the Offer Document), the Offeror announces the occurrence of the Threshold Condition or the waiver of the Threshold Condition (in the latter case, where the Offeror comes to hold a total stake in the Issuer’s share capital equal to at least the threshold specified in the Minimum Threshold Condition).

If the conditions for the Reopening of the Acceptance Period are met, the Offeror will pay the Consideration to each Mediobanca shareholder who has accepted the Offer during the Reopening of the Acceptance Period on the fifth Trading Day following the end of the

Reopening of the Acceptance Period and therefore, unless the Acceptance Period is extended, on 29 September 2025.

However, the Reopening of the Acceptance Period will not take place if:

Since the Offer is aimed at the Delisting, if, at the end of the Offer, the Offeror comes to hold – as a result of the acceptances of the Offer and/or any purchases made outside the Offer in accordance with applicable law during the Acceptance Period, as may be extended and/or reopened – a total stake of more than 90% but less than 95% of the Issuer’s share capital, the Offeror hereby declares its intention not to restore a free float sufficient to ensure the regular trading of the Shares Subject to the Offer.

It should be noted that, for the purpose of calculating the thresholds provided for in Article 108 of the TUF, the Treasury Shares held by the Issuer will be included in the Offeror’s shareholding (numerator) without being deducted from the Issuer’s share capital (denominator).

If the conditions are met, the Offeror will fulfil its obligation to purchase the remaining Shares Subject to the Offer from the Issuer’s shareholders who so request, pursuant to Article 108, paragraph 2, of the TUF (the “Sell-Out pursuant to Article 108, paragraph 2, of the TUF”), with the consequent Delisting.

The Sell-Out pursuant to Article 108, paragraph 2, of the TUF will be fulfilled by the Offeror by paying the Issuer’s shareholders who so request a consideration for each Share Subject to the Offer determined in accordance with Article 108, paragraphs 3 or 4 and 5, of the TUF, and Articles 50, 50-bis and 50-ter of the Issuers’ Regulation (as applicable). Therefore:

it being understood that the holder of the Mediobanca Shares may demand, in accordance with Article 108, paragraph 5, of the TUF and Article 50-ter of the Issuers’ Regulation, payment of the Full Cash Consideration.

The Offeror will announce whether the conditions for the Sell-Out pursuant to Article 108, paragraph 2, of the TUF have been met in the Communication on the Final Results of the Offer (or, in the event of a Reopening of the Acceptance Period, in the Communication on the Final Results of the Reopening of the Acceptance Period). In the event that the conditions for the Sell-Out pursuant to Article 108, paragraph 2, of the TUF are met, the Communication on the Final Results of the Offer (or, in the event of a Reopening of the Acceptance Period, in the Communication on the Final Results of the Reopening of the Acceptance Period) will contain, among other things, information about (a) the number of remaining Shares Subject to the Offer (in absolute terms and as a percentage), (b) the manner and timing with which the Offeror will fulfil the Sell-Out pursuant to Article 108, paragraph 2, of the TUF, and (c) the manner and timing of the subsequent Delisting. Before fulfilling the Sell-Out pursuant to Article 108, paragraph 2, of the TUF, the Offeror will publish, through the appropriate procedure, a press release containing information on the determination of the consideration for the Sell-Out pursuant to Article 108, paragraph 2, of the TUF, as well as the calculation and value of the Full Cash Consideration that will be offered as an alternative in cash in this procedure pursuant to the above provisions.

It should be noted that, following the occurrence of the conditions for the Sell-Out pursuant to Article 108, paragraph 2, of the TUF, in accordance with Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, Borsa Italiana will delist the Issuer’s ordinary shares from Euronext Milan with effect from the Trading Day following the day of payment of the consideration for the Sell-Out pursuant to Article 108, paragraph 2, of the TUF, except as indicated below in relation to the Joint Procedure referred to in Section A, Paragraph A.12, of the Offer Document.

Therefore, please note that, following the occurrence of the events indicated in the previous paragraph (Delisting), the holders of the Shares Subject to the Offer who have not accepted the Offer and who have not requested the Offeror to purchase, in execution of the procedure for the fulfilment of the Sell-Out pursuant to Article 108, paragraph 2, of the TUF, the Shares Subject to the Offer held by them (without prejudice to the provisions of Section A, Paragraph A.12 below, of the Offer Document), will be holders of financial instruments not traded on any regulated market, with the consequent difficulty of liquidating their investment (without prejudice to the provisions of Section A, Paragraph A.7 above, of the Offer Document).

For further information, please refer to Section G, Paragraph G.3, of the Offer Document.

In addition, for further information provided to Mediobanca shareholders in relation to possible alternative scenarios regarding acceptance or non-acceptance of the Offer, please refer to Section A, Paragraph A.15 below, of the Offer Document.

If, following the Offer – as a result of the acceptances of the Offer and/or purchases made outside the Offer in accordance with applicable law during the Acceptance Period, as may be

extended in accordance with applicable law, and/or reopened, as well as during and/or in accordance with, the procedure for complying with Sell-Out pursuant to Article 108, paragraph 2, of the TUF – the Offeror comes to hold a total stake of 95% or more of the Issuer’s share capital, the Offeror hereby declares its intention to exercise its right to purchase the remaining Shares Subject to the Offer pursuant to Article 111 of the TUF (the “Squeeze-Out”).

In this case, the Offeror shall be obliged, pursuant to Article 108, paragraph 1, of the TUF, to purchase from anyone who so requests the Shares Subject to the Offer not tendered in acceptance of the Offer and/or not purchased by the Offeror during the Reopening of the Acceptance Period and/or not purchased by the Offeror during and/or in accordance with, the procedure for complying with the Sell-Out pursuant to Article 108, paragraph 2, of the TUF (the “Sell-Out pursuant to Article 108, paragraph 1, of the TUF”).

Therefore, by exercising the Squeeze-Out, the Offeror will simultaneously fulfil the Sell-Out pursuant to Article 108, paragraph 1, of the TUF, thus initiating a single procedure (the “Joint Procedure”).

It should be noted that, for the purpose of calculating the thresholds provided for in Articles 108 and 111 of the TUF, the Treasury Shares held by the Issuer will be included in the Offeror’s shareholding (numerator) without being deducted from the Issuer’s share capital (denominator).

The consideration due for the Shares Subject to the Offer purchased following the exercise of the Squeeze-Out and the fulfilment of the Sell-Out pursuant to Article 108, paragraph 1, of the TUF, in execution of the Joint Procedure, will be determined in accordance with the provisions of Article 108, paragraphs 3 or 4 and 5, of the TUF, as referred to in Article 111 of the TUF, as well as the provisions of Articles 50, 50-bis and 50-ter of the Issuers’ Regulation as referred to in Article 50-quater of the Issuers’ Regulation. Therefore:

The Offeror will announce whether or not the legal conditions for exercising the Squeeze-Out have been met and, therefore, for the execution of the Joint Procedure in the Communication

on the Final Results of the Offer (or, in the event of a Reopening of the Acceptance Period, in the Communication on the Final Results of the Reopening of the Acceptance Period), or in the press release relating to the results of the procedure for the fulfilment of the Sell-Out pursuant to Article 108, paragraph 2, of the TUF. In the event that the conditions for the execution of the Joint Procedure are met, the Communication on the Final Results of the Offer (or, in the event of a Reopening of the Acceptance Period, in the Communication on the Final Results of the Reopening of the Acceptance Period), or the press release relating to the results of the procedure for fulfilling the Sell-Out pursuant to Article 108, paragraph 2, of the TUF, will contain information about (a) the number of remaining Shares Subject to the Offer (both in absolute terms and as a percentage), (b) the manner and timing with which the Offeror will exercise the Squeeze-Out and simultaneously fulfil the Sell-Out pursuant to Article 108, paragraph 1, of the TUF, initiating the Joint Procedure, and (c) the manner and timing of the Delisting. Before initiating the Joint Procedure, the Offeror will publish a press release containing information on the determination of the relevant consideration, as well as the Full Cash Consideration.

The Offeror will initiate the Joint Procedure as soon as possible after the conclusion of the Offer or any procedure to fulfil the Sell-Out pursuant to Article 108, paragraph 2, of the TUF.

It should be noted that, following the occurrence of the conditions for the Squeeze-Out and the Sell-Out pursuant to Article 108, paragraph 1, of the TUF, pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, Borsa Italiana will suspend and/or revoke the listing of the Issuer’s ordinary shares on Euronext Milan, taking into account the time required for the exercise of the Squeeze-Out.

For further information provided to Mediobanca shareholders in relation to possible alternative scenarios regarding acceptance or non-acceptance of the Offer, please refer to Section A, Paragraph A.15 below, of the Offer Document.

Without prejudice to the provisions of Section A, Paragraphs A.11 and A.12, of the Offer Document, if, upon completion of the Offer, there is a shortage of free float such as to prevent the regular trading of the Issuer’s ordinary shares, also in consideration of the possible continued presence in the Issuer’s shareholding structure of shareholders with significant interest pursuant to applicable provisions, Borsa Italiana may suspend and/or revoke the listing of the Issuer’s ordinary shares pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, unless the Offeror decides to restore a free float sufficient to ensure the regular course of trading.

In the event that such a shortage of free float should arise, the Offeror declares that it does not intend to take any measures, in terms of timing and methods, to restore the minimum free float conditions for a regular course of trading of the Issuer’s ordinary shares, as there is no obligation to do so under applicable law. In the event of the delisting of the Issuer’s ordinary shares (i.e., Delisting pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations), the holders of Shares Subject to the Offer who have not accepted the Offer will hold financial instruments that are not traded on any regulated market, with the consequent difficulty of liquidating their investment.

For further information provided to Mediobanca shareholders in relation to possible alternative scenarios regarding acceptance or non-acceptance of the Offer, please refer to Section A, Paragraph A.15 below, of the Offer Document.

With regard to the relationship between the parties involved in the Offer, the following should be noted:

or indirectly involved in the Offer and/or their respective shareholders and/or their respective subsidiaries and/or other companies operating in the same sector of activity or may at any time hold long/short positions and, if permitted by applicable law, negotiate or otherwise enter into transactions, on its own behalf or on behalf of their clients, in equity or debt instruments, loans or other financial instruments (including derivatives) of the Offeror, the Issuer, the parties directly or indirectly involved in the Offer and/or their respective shareholders and/or their respective subsidiaries and/or other companies operating in the same sector of activity. J.P. Morgan Securities plc is authorized and regulated in the United Kingdom by the Prudential Regulation Authority (PRA) and the Financial Conduct Authority, acts as financial advisor exclusively to the Offeror and no one else in connection with the Offer and will not consider any other person as a client in connection with the Offer and will not be liable to anyone other than the Offeror for providing the protections guaranteed to clients of J.P. Morgan and its affiliates or for providing advice in relation to the Offer to any transaction or arrangement referred to in this Offer Document;

affiliates, or may at any time hold long or short positions and, if permitted by applicable law, trade or otherwise engage in transactions, on their own behalf or on behalf of their clients, in equity or debt instruments, loans or other financial instruments (including derivative securities) of the Offeror, the Issuer or other entities directly or indirectly involved in the Offer and/or their respective shareholders and/or their respective parent companies, subsidiaries or affiliates. Jefferies is authorized and regulated by the Bundesanstalt für Finanzdienstleistungaufsicht (BaFin), acts exclusively for the Offeror and no one else in relation to the Offer and the matters referred to in this document, will not consider any other person (whether or not a recipient of this document) as its client in relation to the Offer and will not be liable to anyone other than the Offeror for providing the protections guaranteed to its clients or for providing advice in relation to the Offer or any transaction or arrangement referred to in this Offer Document.

Below are the possible alternative scenarios for the Issuer’s shareholders in relation to the assumption that the Offer:

A.15.1.1.               Acceptance of the Offer

If the Conditions of Effectiveness are met (or if the Offeror waives all or some of the Conditions of Effectiveness) and, therefore, the Offer is completed, the Issuer’s shareholders who have accepted the Offer will receive the Consideration equal to No. 2.533 MPS Shares for each Share Subject to the Offer held by them and tendered in acceptance of the Offer, and will therefore become shareholders of MPS.

If the Offer is completed, the MPS Shares will be allocated to the Tendering Shareholders on the Payment Date (or, if the acceptance occurs during the Reopening of the Acceptance Period, on the Payment Date of the Reopening of the Acceptance Period, unless the Acceptance Period is extended in accordance with applicable law). For information regarding the possible unavailability of the MPS Shares offered as Consideration in the event of recourse to the ordinary procedure for the valuation of MPS Shares pursuant to Article 2343 of the Italian Civil Code, please refer to Section A, Paragraph A.5.3, of the Offer Document. For information on the treatment of fractions of MPS Shares resulting from the application of the Exchange Ratio, please refer to Section F, Paragraph F.6, of the Offer Document.

Mediobanca shareholders are also reminded that tendering their Mediobanca Shares in acceptance of the Offer, if the latter is completed, will result in an investment in MPS, which, like the Issuer, is a bank incorporated under Italian law with shares listed on Euronext Milan.

A.15.1.2.               Non-acceptance of the Offer

If the Conditions of Effectiveness are met (or if the Offeror waives all or some of the Conditions of Effectiveness) and, therefore, the Offer is completed, the Issuer’s shareholders who have not accepted the Offer will be faced with one of the possible scenarios described below, it being specified that the alternative scenarios described in items (A), (B) and (C) below may each occur in conjunction with scenario (D) described below.

If, upon completion of the Offer – as a result of the acceptances of the Offer and/or purchases of Shares Subject to the Offer potentially made outside the Offer pursuant to applicable law during the Acceptance Period, as may be extended pursuant to applicable law and/or reopened in the event of a Reopening of the Acceptance Period – the Offeror comes to hold a total shareholding equal to or less than 90% of the Issuer’s share capital, where there is a shortage of free float such as to prevent the regular trading of the shares (also in consideration of the possible continued presence among the Issuer’s shareholders of shareholders with significant shareholdings pursuant to applicable provisions), Borsa Italiana may suspend and/or revoke the listing of the Issuer’s ordinary shares pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, unless the Offeror decides to restore a free float sufficient to ensure regular trading.

In the event that such a shortage of free float should arise, the Offeror reiterates that it does not intend to take any measures, in terms of timing and methods, to restore the minimum free float conditions for regular trading of the Issuer’s ordinary shares, as there is no obligation to do so under applicable law. In the event of the delisting of the Issuer’s ordinary shares (i.e., in the event of Delisting pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations), the holders of such Shares Subject to the Offer who have not accepted the Offer will be holders of financial instruments not traded on any regulated market, with the consequent difficulty of liquidating their investment.

If, upon completion of the Offer – as a result of acceptances of the Offer and/or purchases of Shares Subject to the Offer made outside the Offer in accordance with applicable law during the Acceptance Period, as extended in accordance with applicable law and/or reopened in the event of a Reopening of the Acceptance Period – the Offeror comes to hold a total stake of more than 90% but less than 95% of the Issuer’s share capital, the Offeror, not wishing to restore a free float sufficient to ensure the regular trading of the shares, will be subject to the Sell-Out pursuant to Article 108, paragraph 2, of the TUF. In this case, therefore, the holders of Shares Subject to the Offer who have not accepted the Offer will be entitled to request the Offeror to purchase their Shares Subject to the Offer, pursuant to Article 108, paragraph 2, of the TUF, at the price determined pursuant to Article 108, paragraphs 3 or 4 and 5, of the TUF and Articles 50, 50-bis and 50-ter of the Issuers’ Regulation (as applicable). For further information, please refer to Section A, Paragraph A.11, of the Offer Document.

Following the occurrence of the conditions for the Sell-Out pursuant to Article 108, paragraph 2, of the TUF, Borsa Italiana, pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, will arrange for the delisting of the Issuer’s ordinary shares from Euronext Milan

with effect from the Trading Day following the payment date of the consideration for the Sell-Out pursuant to Article 108, paragraph 2, of the TUF, except as indicated in relation to the Joint Procedure referred to in point (C) below.

In this case, the holders of Shares Subject to the Offer who have not accepted the Offer and who have not requested the Offeror to purchase, in execution of the procedure for fulfilling the Sell-Out pursuant to Article 108, paragraph 2, of the TUF, the Shares Subject to the Offer held by them (except as indicated in point (C) below), will be holders of financial instruments not traded on any regulated market, with the consequent difficulty of liquidating their investment.

If, upon completion of the Offer – as a result of the acceptances of the Offer and/or purchases of Shares Subject to the Offer made outside the Offer in accordance with applicable law during the Acceptance Period, as extended pursuant to applicable law and/or reopened in the event of a Reopening of the Acceptance Period, as well as during and/or in accordance with, the procedure for complying with the Sell-Out pursuant to Article 108, paragraph 2, of the TUF – the Offeror comes to hold a total stake equal to or greater than 95% of the Issuer’s share capital, the Offeror will initiate the Joint Procedure for the exercise of the Squeeze-Out and the fulfilment of the Sell-Out pursuant to Article 108, paragraph 1, of the TUF.

In this case, the holders of Shares Subject to the Offer who have not accepted the Offer will be obliged to transfer the ownership of the Shares Subject to the Offer held by them to the Offeror and, as a result, will receive for each Share Subject to the Offer hold by them, a consideration determined in accordance with the provisions of Article 108, paragraphs 3 or 4 and 5, of the TUF, as referred to in Article 111 of the TUF, as well as the provisions of Articles 50, 50-bis and 50-ter of the Issuers’ Regulation as referred to in Article 50-quater of the Issuers’ Regulation. For further information, please refer to Section A, Paragraph A.12, of this Offer Document.

Following the occurrence of the conditions for the Sell-Out pursuant to Article 108, paragraph 1, of the TUF, and the Squeeze-Out, Borsa Italiana, pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, will order the suspension and/or revocation of the Issuer’s ordinary shares from listing on Euronext Milan, taking into account the time required for the exercise of the Squeeze-Out.

With regard to the future plans drawn up by the Offeror in relation to the Issuer referred to in Section G, Paragraph G.2, of the Offer Document, it should be noted that, if the Offer is completed, the Offeror’s objective is, among other things, to achieve the Delisting of the Issuer, promoting the objectives of integration, the creation of synergies and growth of the MPS Group, it being understood that, as of the Offer Document Date, the Offeror has not taken any decision regarding any future extraordinary transactions relating to the Issuer.

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For illustrative purposes only, the following table summarizes the main alternative scenarios for the Issuer’s shareholders in the event that the Offer is completed.

The scenarios below are based, among other things, on certain assumptions regarding potential future events that may occur and potential actions that the Offeror may decide to take; there is no guarantee that such potential events will actually occur or that such potential actions will actually be taken. Accordingly, potential investors should not place undue reliance on the scenarios described below.

In the event of communication by the Offeror of its decision to invoke the non-fulfilment of one or more of the Conditions of Effectiveness, the Offer will not be completed and will be deemed to have failed.

In such a case, the Shares Subject to the Offer tendered in acceptance of the Offer will be returned, through the Depositary Intermediaries, to the respective Tendering Shareholders, without any charges or expenses being levied on them, by the first Trading Day following the Offeror’s communication in which it will be disclosed, for the first time, the non-fulfilment of the Conditions of Effectiveness and the Offeror’s failure to waive them, as specified in Section F, Paragraph F.8, of the Offer Document.

Therefore, in this case, the Shares Subject to the Offer would remain admitted to trading on Euronext Milan and the Issuer’s shareholders would remain holders of financial instruments traded on a regulated market.

If the Conditions of Effectiveness are met (or if the Offeror waives all or some of the Conditions of Effectiveness) and, therefore, the Offer is completed, the Shares Subject to the Offer tendered in acceptance of the Offer will be transferred to the Offeror on the Payment Date (or, with reference to the Shares Subject to the Offer tendered during the possible Reopening of the Acceptance Period, on the Payment Date of the Reopening of the Acceptance Period, unless the Acceptance Period is extended in accordance with applicable law).

Until the Payment Date (or, with reference to the Shares Subject to the Offer tendered during the possible Reopening of the Acceptance Period, the Payment Date of the Reopening of the Acceptance Period, unless the Acceptance Period is extended in accordance with applicable law), the Issuer’s shareholders who tender their Shares Subject to the Offer will retain and be able to exercise the property and administrative rights deriving from the ownership of the Shares Subject to the Offer tendered in acceptance of the Offer, but may not transfer or dispose of any of such Shares Subject to the Offer tendered in acceptance of the Offer, except for acceptance of any competing offers or increased offers pursuant to Article 44 of the Issuers’ Regulation.

For further information, please refer to Section F, Paragraphs F.2 and F.8, of the Offer Document.

On 28 April 2025, pursuant to and for the purposes of Article 102, paragraph 1, of the TUF, as well as Article 37 of the Issuers’ Regulation, Mediobanca notified the market that on 27 April 2025 it had decided to promote the Mediobanca-Banca Generali Offer.

The Mediobanca-Banca Generali Offer therefore concerns all the shares issued by Banca Generali, including its treasury shares.

Mediobanca will pay – for each share of Banca Generali tendered in acceptance of the Mediobanca-Banca Generali Offer – the Mediobanca-Banca Generali Offer Consideration.

Considering the pending Offer, on 27 April 2025, Mediobanca’s Board of Directors resolved, inter alia, to submit to the ordinary shareholders’ meeting of Mediobanca – convened for 16 June 2025 – a proposal to approve the Mediobanca-Banca Generali Offer pursuant to and for the purposes of Article 104 of the TUF, which allows the shareholders’ meeting to grant power to the Board of Directors in derogation from the provisions of that Article.

On 15 June 2025, Mediobanca’s Board of Directors resolved to postpone the date of the ordinary Shareholders’ Meeting for the approval of the Mediobanca-Banca Generali Offer, originally convened for 16 June 2025, in accordance with Article 104 of the TUF, to 25 September 2025. For further details, please refer to the press release made available to the market by Mediobanca on 15 June 2025.

It should be noted that – in the event that the Offer and the Mediobanca-Banca Generali Offer are completed – taking into account that the Mediobanca-Banca Generali Offer provides, as the Mediobanca-Banca Generali Offer Consideration, the allocation to the tendering shareholders of ordinary shares of Assicurazioni Generali held by Mediobanca in portfolio, depending on the scenarios of acceptance of the Mediobanca-Banca Generali Offer, Mediobanca could reduce (or even sell completely) its interest in Assicurazioni Generali held as of the Offer Document Date.

In terms of timing, based on the information provided by Mediobanca in the Mediobanca Communication 102 issued on the date of announcement of the Mediobanca-Banca Generali Offer and confirmed in the aforementioned press release published on 15 June 2025, the execution of this offer is expected to be completed by October 2025, therefore after the completion of the Offer, based on the information available as of the Offer Document Date.

As described in this Offer Document, the Offer promoted by MPS on Mediobanca is aimed at creating the third largest national banking operator in terms of total assets, customer loans, direct deposits and financial assets, leveraging Mediobanca’s distinctive expertise in Wealth Management, Corporate & Investment Banking and Consumer Finance, and MPS’ experience in Retail and Commercial Banking, areas characterized by strong complementarities.

Given the above objective, Mediobanca’s interest in Assicurazioni Generali has always been considered a financial investment to be evaluated over time according to a risk/return approach. Following completion of the Transaction, this interest will reduce its weight on the overall profitability of the new group.

Therefore, since not all the terms of the Mediobanca-Banca Generali Offer have been disclosed to the market as of the Offer Document Date, also considering the postponement of Mediobanca’s ordinary shareholders’ meeting pursuant to Article 104 of the TUF, the Offeror reserves the right to fully evaluate the Mediobanca-Banca Generali Offer in light of all relevant information that will made available from time to time. It should also be noted that, while the Mediobanca-Banca Generali Offer would potentially appear to be consistent with the strategic rationale of the Offer, the information currently available to the Offeror is not sufficient to allow for a comprehensive analysis, given that Mediobanca’s shareholders’ meeting has been postponed due to the incomplete nature of the available information.

Pursuant to Article 103, paragraph 3, of the TUF and Article 39 of the Issuers’ Regulation, the Issuer’s Board of Directors is required to publish, by the Trading Day prior to the first day of the Acceptance Period, a press release containing all information necessary for the assessment of the Offer and its own assessment thereof (the “Issuer’s Communication”).

Pursuant to Article 103, paragraph 3-bis, of the TUF, the Issuer’s Communication shall also contain an assessment of the effects that the success of the Offer will have on the interests of the company, as well as on employment and the location of production sites.

At the same time as its publication, the Issuer’s Communication will be sent to the Issuer’s workers’ representatives, who, pursuant to Articles 103, paragraph 3-bis, of the TUF and 39 of the Issuers’ Regulation, will have the right to publish an independent opinion on the impact of the Offer on employment.

(A) TRADE PROTECTIONISM

In a phase of relative slowdown in the global cycle and high uncertainty linked to the evolution of geopolitical tensions, the return to protectionist trade policies by the United States could have negative impacts on global growth in the medium term. The extension by the new U.S. administration of tariffs on imports from abroad and the consequent response from the economies affected by the tariffs could result in a “trade war” with negative impacts on international trade, jeopardizing the continuity of the global expansion cycle and the process of rebalancing international commodity prices, as well as fueling currency market volatility.

The Offeror, taking into account the current circumstances and considering the objectives of the Offer, believes that the reasons for the Offer are not directly affected by the possible implications of protectionist trade policies. Furthermore, the Offeror believes that the impact of this risk on MPS and Mediobanca is negligible, given the limited weight of the sectors most exposed to tariff risks, thus significantly reducing the potential vulnerability of the broader portfolio.

However, in light of the uncertainties surrounding the evolution of the aforementioned trade policies and the possibility that the extension of tariffs may also involve Italy among countries of the European Union (whose exports qualify the United States as one its main markets after Germany), as well as in light of the possible financial imbalances and/or recessionary effects that could result from the escalation of the tariff war, as of the Offer Document Date, no

significant impacts on the economic, equity and/or financial conditions of the Offeror and/or the Issuer and/or the MPS Group and/or the Mediobanca Group is expected at this time.

It should be noted that the Offer is subject to the MAE Condition referred to in Section A, Paragraph A.1.6, of the Offer Document.

(B) THE RUSSIAN – UKRAINIAN CONFLICT

As of the Offer Document Date, the national and international macroeconomic environment is affected by the ongoing conflict between the Russian Federation and Ukraine and, therefore, there remains considerable uncertainty regarding the evolution and effects of the economic sanctions imposed on Russian economy.

The MPS Group, taking into account the current circumstances, believes that the Issuer’s activities and the reasons for the Offer are not affected by the current context.

With regard to the Issuer’s future management plans (as described in Section G, Paragraph G.2, of the Offer Document), the Offeror, considering the circumstances existing and reasonably foreseeable as of the Offer Document Date, does not expect any significant changes related to the impact of the Russian – Ukrainian Conflict.

Notwithstanding the above, in light of the uncertainties surrounding the evolution of the conflict between Russia and Ukraine, the possible tightening of the aforementioned sanctions and restrictive measures fueling volatility in the commodity markets and, with regard to relations between China and the United States, a possible escalation of political and military tensions and the possible financial crisis and/or economic recession that could result, as of the Offer Document Date, it is not possible to predict whether the occurrence of the above events may affect: (i) the Offer; and/or (ii) the economic, equity and/or financial situation of the Issuer.

It should be noted that the Offer is subject to the MAE Condition referred to in Section A, Paragraph A.1.6, of the Offer Document.

(C) THE ISRAELI – PALESTINIAN CONFLICT

The Israeli – Palestinian conflict is a long-standing conflict involving territorial, political, religious and cultural issues, characterized by cyclical violence, tensions and disputes between Israelis and Palestinians in the territories that include Israel, the West Bank and the Gaza Strip. The conflict has had a significant impact on the macroeconomic environment, both locally and internationally, leading to regional political and economic instability with global consequences, affecting financial markets, commodity prices and international trade relations. The Offeror believes, in view of the objectives of the Offer, that the reasons for the Offer are not directly affected by the current geopolitical context. However, in light of the uncertainties surrounding the evolution of the abovementioned conflicts and a possible escalation of political and military tensions, as well as the possible financial crisis and/or economic recession that could result, as of the Offer Document Date, it is not possible to predict whether the occurrence of the above events may have an impact on the economic, equity and/or financial conditions of the Offeror and/or the Issuer.

It should be noted that the Offer is subject to the MAE Condition referred to in Section A, Paragraph A.1.6, of the Offer Document.

The Offeror’s registered name is “Banca Monte dei Paschi di Siena S.p.A.”.

The Offeror is a joint stock company incorporated under the laws of Italy, with registered office in Siena, Piazza Salimbeni No. 3, registered with the Companies’ Register of Arezzo – Siena and tax code No. 00884060526.

The Offeror is also registered with the Register of Banks held by the Bank of Italy under number 5274, data processing code number 1030.6 and, as the parent company of the MPS Group, in the Register of Banking Groups with the parent company data processing code number 1030.6, as well as a member of the Interbank Deposit Protection Fund and the National Guarantee Fund.

The ordinary shares of the Offeror are admitted to trading on Euronext Milan, a regulated market organized and managed by Borsa Italiana.

The Offeror was incorporated following the transfer of the banking business of Monte dei Paschi di Siena, a public law credit institution (approval decree of the Minister of the Treasury dated 8 August 1995, No. 721602), by deed executed before Notary Giovanni Ginanneschi of Siena on 14 August 1995 and supplementary deed executed before Notary Ginanneschi of Siena on 17 August 1995, deeds filed and registered with the Court of Siena on 23 August 1995 under No. 6679.

Pursuant to Article 5.1 of the Offeror’s By-laws, the lifetime of the Offeror is set at 2100 and may be further extended by resolution of the Extraordinary Shareholders’ Meeting.

The Offeror is a joint stock company incorporated under Italian law and operates in accordance with Italian law.

The jurisdiction to settle disputes between the Offeror and its shareholders lies with the courts of the place where the Offeror has its registered office, in accordance with applicable legislation.

Pursuant to Article 3 of the Offeror’s By-laws, MPS’ corporate purpose is to collect savings and provide credit in its various forms in Italy and abroad, including all activities that the transferring Institution was authorized to carry out under laws or administrative provisions.

It may carry out, in compliance with applicable regulations, all permitted banking and financial transactions and services, establish and manage supplementary pension schemes, and carry out any other transaction instrumental or otherwise connected with the pursuit of its corporate purpose. It may also grant advances against pledges of valuable and commonly used items.

As of the Offer Document Date, the Offeror’s subscribed and fully paid-up share capital amounts to Euro 7,453,450,788.44, divided into No. 1,259,689,706 ordinary shares with no nominal value.

The Offeror’s shares are admitted to trading on Euronext Milan, a regulated market organized and managed by Borsa Italiana with ISIN code IT0005508921 and in dematerialised form pursuant to Article 83-bis of the TUF.

In the twelve months prior to the Offer Document Date, no significant transactions involving the Offeror’s share capital were carried out or approved.

It should be noted that, as of the Offer Document Date, the Offeror has not issued any convertible, exchangeable or warrant-bearing debt instruments.

As of the Offer Document Date, the Offeror does not hold any treasury shares, either directly or indirectly.

As of the Offer Document Date, based on the communications received pursuant to Article 120 of the TUF and Part III, Title III, Chapter I, Section I, of the Issuers’ Regulation, on the findings of the shareholders’ register, as well as on other information available to the Offeror, the shareholders holding a stake of the share capital or voting rights exceeding 3% of the ordinary share capital of the Offeror are indicated in the following table.

(*) Please note that, based on the communications made to the Offeror by the depositary intermediaries for the purpose of exercising voting rights at the ordinary and extraordinary Shareholders’ Meeting of MPS held on 17 April 2025, the shareholder Delfin S.A.R.L. has notified that, as on that date, it holds shares with voting rights equal to 9.866% of the Offeror’s share capital, and the shareholder Mr. Francesco Gaetano Caltagirone has notified that he holds shares with voting rights equal to 9.963% of the Offeror’s share capital.

The percentages shown in the table above, as published on the Consob website and resulting from the communications made by shareholders pursuant to Article 120 of the TUF, may not be up to date and/or consistent with the data processed and published by other sources (including the Offeror’s website), in the event that subsequent changes in shareholdings have not triggered any shareholders’ disclosure obligations.

As of the Offer Document Date, the Offeror has only issued ordinary shares and no shares conferring special voting rights or other rights, other than ordinary shares, have been issued.

As of the Offer Document Date, and to the best of the Offeror’s knowledge, no entity exercises control over the Offeror pursuant to Article 93 of the TUF.

As of the Offer Document Date, and to the best of the Offeror’s knowledge, there are no shareholders’ agreements concerning the Offeror that are relevant pursuant to Article 122 of the TUF.

The Offeror has adopted the traditional management and control system.

Board of Directors of the Offeror

Pursuant to Article 15 of the Offeror’s By-laws, the Offeror’s Board of Directors is composed of a number of directors ranging from a minimum of 9 to a maximum of 15 members, appointed by the shareholders’ meeting, which determines the number from time to time. The Board of Directors is appointed on the basis of lists submitted by the shareholders in accordance with the procedures specified in Article 15 of the By-laws and the provisions of law, regulations and the Corporate Governance Code in force at the time, including the rules on gender balance.

The directors shall remain in office for three financial years and shall expire on the date of the shareholders’ meeting of the Offeror called to approve the financial statements for the last financial year of their term of office. Members of the Board of Directors may be re-elected for a maximum of two consecutive terms following the first, with the exception of the Chief Executive Officer/Chief Executive Officers, to whom the limitations on the maximum number of terms do not apply.

The Board of Directors of the Offeror in office as of the Offer Document Date is composed of 15 members:

The directors will remain in office for a period of three financial years from the start of their term of office and, therefore, until the approval of the financial statements for the year ending 31 December 2025.

The following table shows the composition of the Offeror’s Board of Directors as of the Offer Document Date:

(*) Independent director pursuant to the combined provisions of the By-laws, Ministerial Decree 169/2020, the TUF and the Corporate Governance Code.

The directors are domiciled for the purposes of their office at the address listed in the Companies’ Register of Arezzo – Siena.

To the best of the Offeror’s knowledge, as of the Offer Document Date, none of the members of the Offeror’s Board of Directors hold offices or positions with the Issuer or other companies of the Mediobanca Group or hold shares and/or other economic interests in the Issuer and/or companies of the Mediobanca Group.

Internal committees of the Offeror’s Board of Directors

Pursuant to Article 17.4 of the Offeror’s By-laws, and in compliance with the provisions of law, the Offeror’s Board of Directors has set up the following internal committees, which have advisory and consultative functions provided for by the Corporate Governance Code, the regulations on related parties transactions and the Supervisory Provisions of the Bank of Italy, and are composed of between three (3) and five (5) non-executive directors:

(a)           Remuneration Committee: performs the duties set out in the Corporate Governance Code, the Supervisory Provisions of the Bank of Italy, and the By-laws. In particular: (i) it submits proposals to the Board of Directors for the remuneration of the chief executive officers and other directors holding specific positions, as well as the General Manager, monitoring the implementation of the decisions adopted by the Board; (ii) it periodically assesses the criteria adopted for the remuneration of executives with strategic responsibilities, monitors their application and makes general recommendations to the Board of Directors on the matter. The Remuneration Committee also performs the additional duties assigned to it by current legislation and by the Board of Directors.

As of the Offer Document Date, the Remuneration Committee is composed of the following members: Mr. Gianluca Brancadoro (Chairman), Mr. Alessandro Caltagirone, Mrs. Elena De Simone, Mrs. Marcella Panucci and Mr. Renato Sala.

Board of Statutory Auditors of the Offeror

Article 25 of the Offeror’s By-laws provides that the Board of Statutory Auditors shall consist of three standing auditors and two alternate auditors.

The Board of Statutory Auditors of the Offeror in office as of the Offer Document Date was appointed on 20 April 2023 (with the exception of Giacomo Granata and Paola Lucia Isabella Giordano, appointed on 11 April 2024) and will expire on the date of the Offeror’s Shareholders’ Meeting called to approve the financial statements for the year ending 31 December 2025.

The following table shows the composition of the Offeror’s Board of Statutory Auditors as of the Offer Document Date:

To the best of the Offeror’s knowledge, as of the Offer Document Date, none of the members of the Offeror’s Board of Statutory Auditors hold positions or have economic interests in the Issuer or companies of the Mediobanca Group.

Entity responsible for statutory audit

The ordinary shareholders’ meeting of the Offeror held on 11 April 2019 appointed the auditing firm PricewaterhouseCoopers S.p.A., with registered office in Milan, Piazza Tre Torri No. 2, as independent auditor for the financial years 2020-2028, until the date of the shareholders’ meeting called to approve the financial statements for the financial year ending 31 December 2028.

B.1.8. Activities of the Offeror and brief description of the MPS Group

The Offeror is authorized by the Bank of Italy to carry out the banking business in accordance with Italian law.

MPS carries out the banking business through the collection of savings and the granting of credit in various forms, mainly in Italy, both directly and through subsidiaries. To this end, it may, in compliance with the provisions in force and after obtaining the necessary authorizations, carry out, either directly or through subsidiaries, all banking and financial transactions and services, set up and manage supplementary pension schemes, and carry out any other activity permitted to credit institutions, including the issue of bonds and the granting of loans governed by special laws, instrumental and in any case connected with the pursuit of the corporate purpose.

The Offeror is the parent company of the MPS Group and, in addition to the banking business, performs the functions of guidance, governance and unified control over the financial and instrumental subsidiaries.

In particular, the Offeror, as the parent bank, exercises – pursuant to Article 61, paragraph 4, of the TUB – the management and coordination of the companies belonging to the MPS Group, issuing specific provisions for this purpose, including for the execution of instructions issued by the supervisory authorities and in the interest of the stability of the MPS Group.

MPS is the company heading the banking group conventionally known as the Montepaschi Group.

MPS is listed on the regulated market Euronext Milan organized and managed by Borsa Italiana S.p.A., with registered office in Piazza Salimbeni 3, Siena.

The Montepaschi Group’s activities are mainly focused on traditional retail and commercial banking services, primarily for family customers and small and medium-sized enterprises. The Montepaschi Group is also directly active in business areas such as factoring and corporate finance, including specialized activities such as structured finance.

The Montepaschi Group also operates through a strategic partnership with AXA in the bancassurance sector, in the life, non-life and supplementary pension fields, while its asset management business consists of offering investment products from independent third parties, including, in particular, Anima Holding S.p.A.

The Montepaschi Group integrates traditional business models and operates through its network of branches and specialist centers, with an innovative system of digital and self-service services, enhanced by the expertise of the network of financial advisors of Widiba (an online bank part of the Montepaschi Group).

The Montepaschi Group’s foreign operations focus on supporting the internationalization processes of corporate customers.

Company	Activities
	Banca Monte dei Paschi di Siena operates in various segments of the banking and financial sector, from traditional banking, including factoring products, to special-purpose loans, asset management, bancassurance and investment banking. The Bank performs management, coordination and control functions over the companies of the Group, within the general guidelines established by the Board of Directors in accordance with the instructions provided by the Bank of Italy in the interest of the stability of the Banking Group.

Monte Paschi Fiduciaria offers its services to private individuals and companies seeking the highest levels of confidentiality in relation to their interests and business through the use of fiduciary mandates. In addition, Montepaschi Fiduciaria can also act as a trust company for the management of the assets of a trustee or guardian.

Widiba (WIse-DIalog-Bank) is the Group’s bank that integrates a self-service offering with the expertise of the MPS network of financial advisors.

Monte Paschi Banque S.A. is the Group’s bank that supports the trade and investments of Italian companies abroad. In June 2025, MPS entered into a binding agreement for the sale of its subsidiary Monte Paschi Banque S.A. to a private equity fund.

In addition to the above, there are companies operating in the agricultural sector, both in wine production and agri-food, with a real estate component for agritourism and accommodation activities (MPS Tenimenti Poggio Bonelli and Chigi Saracini Società Agricola S.p.A.) and food storage and warehousing services for third parties (Magazzini Generali Fiduciari di Mantova S.p.A.).

Intercompany relations are managed on the basis of a “Group Operating Regulation” that governs and coordinates the activities of the MPS Group and ensures the achievement of results through defined rules and clear mechanisms for the allocation of management responsibilities, in compliance with the instructions issued by the supervisory authorities in the interest of the stability of the MPS Group.

Intercompany transactions mainly concern financial support provided by the Parent Company to other companies, mostly in the form of deposits and outsourcing services relating to ancillary activities provided by the Parent Company (administrative services and property management).

The following chart shows the MPS Group as of the Offer Document Date.

B.1.9. Accounting Standards

The Offeror’s financial statements, including those for the year ended 31 December 2024 (the latest financial statements approved and available on the Offeror’s website, www.gruppomps.it/en), are governed by the provisions of Legislative Decree No. 38 of 28 February 2005 and Bank of Italy Circular No. 262 of 22 December 2005, as well as prepared in accordance with the international accounting standards IAS/IFRS applicable at the end of the relevant financial years, as recognized by the European Community pursuant to Regulation

(EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002, and the related interpretations of the International Financial Reporting Interpretations Committee (IFRIC).

B.1.10. Consolidated financial information

The consolidated financial statements of the MPS Group, including those for the year ended 31 December 2024 (the last financial statements approved and available on the Offeror’s website, www.gruppomps.it/en), are governed by the provisions of Legislative Decree No. 38 of 28 February 2005 and the Bank of Italy Circular No. 262 of 22 December 2005, as well as prepared in accordance with the accounting standards IAS/IFRS applicable at the end of the relevant reporting periods, as recognized by the European Commission pursuant to Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002, and the related interpretations of the International Financial Reporting Interpretations Committee (IFRIC).

B.1.11. Recent trend

Reclassified consolidated balance sheet

(millions of Euros)

(millions of Euros)

Reclassified consolidated income statement

(millions of Euros)

Balance sheet aggregates

Below are details of the most significant balance sheet items as of 31 December 2024, compared with the figures as of 31 December 2023.

Loans to Customers

Loans to customers amounted to Euro 77.3 billion as of 31 December 2024, showing an increase compared with the previous year (Euro +0.5 billion). Among the various technical forms, this trend was particularly influenced by the increase in repurchase agreements (Euro +0.8 billion) and other loans (Euro +0.8 billion), partly offset by a slowdown in demand for mortgages and current accounts (Euro –1.2 billion).

Credit quality

Non-performing loans to Customers, net of value adjustments, amounted to Euro 1.9 billion as of 31 December 2024, slightly increased compared to the previous year (Euro 1.8 billion as of 31 December 2023) and representing approximately 2.4% of total loans to customers (2.3% as of 31 December 2023).

As of 31 December 2024, the coverage ratio for impaired loans stood at 48.5%, showing a decrease compared to 49.1% in the previous year, mainly due to the deconsolidation of a portfolio of loans with above-average coverage levels in the last quarter of 2024. This trend was mainly influenced by the decline in the coverage of non-performing loans, which fell from 68.1% to 66.5%, while the coverage ratios for probable Defaults and past due impaired Loans increased from 37.6% to 38.8% and from 21.7% to 26.2%, respectively.

Total funding

Total funding as of 31 December 2024 amounted to Euro 197.2 billion, showing an increase of Euro 9.7 billion (+5.2%) compared to 31 December 2023, mainly concentrated in the indirect funding segment (Euro +6.4 billion) and to a lesser extent, in the direct funding segment (Euro +3.3 billion). The positive trend in indirect deposits was mainly due to growth in savings under administration (Euro +3.4 billion) and, to a lesser extent, growth in savings under management (Euro +3.0 billion), fueled by a positive market effect. The trend in direct deposits was mainly linked to an increase in the aggregate of current accounts (Euro +1.7 billion), term deposits (Euro +1.2 billion) and repurchase agreements and other forms of direct deposits (Euro +0.5 billion). The bond portfolio declined slightly (Euro –0.2 billion).

Net interbank position

As of 31 December 2024, the Group’s net interbank position stood at approximately Euro 6.1 billion in loans, significantly higher than Euro 2.2 billion as of 31 December 2023. This change is mainly attributable to the evolution of relations with central Banks; the trend in 2024 was characterized by the maturity of TLTRO tranches amounting to Euro 5.5 billion and access to MRO and LTRO auctions for approximately Euro 1.0 billion.

Securities assets

Securities assets amounted to Euro 17.4 billion as of 31 December 2024, substantially stable compared to the balance as of 31 December 2023 (Euro 17.3 billion). The aggregate amount consists of: debt securities measured at amortized cost for approximately Euro 11 billion, financial assets held for trading for approximately Euro 3.8 billion, financial assets mandatorily measured at fair value for Euro 0.3 billion and, lastly, financial assets measured at fair value with an impact on overall profitability for Euro 2.3 billion.

Net equity

The Group’s total net equity as of 31 December 2024 amounted to Euro 11.6 billion, of which Euro 0.3 million attributable to non-controlling interests. Compared to 31 December 2023, total equity increased by approximately Euro 1.7 billion, mainly due to the profit earned in the 2024 financial year, amounting to Euro 1.9 billion, partially offset by the distribution, in May 2024, of the dividend on 2023 profits, amounting to Euro 0.3 billion.

Economic aggregates

Below are details of the most significant economic items as of 31 December 2024, compared with the figures as of 31 December 2023.

Net interest income

The net interest income amounted to Euro 2,356 million, showing an increase of 2.8% on the comparative figure (Euro +64.0 million). The growth was mainly driven by the higher contribution from relations with central banks (Euro +0.2 billion compared to 31 December 2023), hedging derivatives (Euro +0.1 billion compared to 31 December 2023) and the securities portfolio (Euro +0.07 billion compared to 31 December 2023). In particular, a net profit of Euro 143 million was recorded in relationships with central banks; in the previous year, a net cost of Euro 70 million was recorded. This was mainly due to the net position with the ECB, which went from an average liability of Euro 1.5 billion in 2023 to an average asset of Euro 4.9 billion in 2024. The above positive developments more than offset the higher cost of bond issuances, mainly due to renewed recourse to the institutional market, and higher interest rates on customer deposits, especially in the first half of 2024.

Net fee and commission income

Net fee and commission income amounted to Euro 1,465 million, showing an increase compared to the previous year (+10.8%). The positive trend was mainly attributable to management/brokerage and advisory activities (+19.0%) and, to a lesser extent, commercial banking (+4.1%). In detail, in the first commission area, the contribution of distribution and portfolio management increased (+30.1%, equal to Euro +109.7 million) and insurance products (+8.5%, equal to Euro +16.3 million). In commercial banking, commissions on guarantees (Euro +28.9 million) and other net commissions (Euro +12.4 million) performed

well, partly offset by current accounts (Euro –16.4 million) in relation to the Bank’s reduction in account maintenance fees charged to customers, and by ATM and credit card services (Euro –10.1 million).

Other income from financial operations

Other income from financial operations, amounting to Euro 207 million, increased by 21.6% compared to the previous year. This was mainly due to the growth in trading income, thanks to the contribution of business volumes from transactions with institutional and corporate customers, market making activities and a favourable market environment.

Operating Expenses

Operating Expenses amounted to Euro 1,869 million, showing an increase compared to 31 December 2023 (+1.4%) due to the impact of the renewal of the national collective labour agreement on personnel expenses, partially offset by the continued optimization of Other Administrative Expenses (–3.8% compared to 2023). In particular, within the aggregate, Personnel Expenses, amounting to Euro 1,229 million, were higher than in the previous year (+4.2%), following the higher costs resulting from the renewal of the National Collective Labor Agreement for bank employees in November 2023. Other Administrative Expenses, amounting to Euro 469 million, were down compared to 31 December 2023 (–3.8%), thanks in part to the implementation of a rigorous expenditure control process and a focus on cost optimization measures. Net Adjustments to losses on tangible and intangible assets, amounting to Euro 171 million, decreased by 2.5% compared to the previous year.

Cost of Consumer Credit

The Cost of Customer Credit amounted to Euro 410 million, showing a decrease from Euro 440 million in the previous year. As of 31 December 2024, the Provisioning Ratio, expressed as the ratio of annualized Customer Credit Cost to the sum of Customer Loans and the value of securities resulting from the sale/securitization of non-performing loans, was 53 bps, resulting in an improvement compared to 57 bps as of 31 December 2023.

Net operating income

Net Operating Income as of 31 December 2024 amounted to Euro 1,748 million, showing a sharp increase compared to Euro 1,511 million recorded as of 31 December 2023.

Non-operating items

The above economic aggregates are supplemented by non-operating items, which amounted to Euro -304 million as of 31 December 2024 (Euro +196 million in the 2023 financial year). The main non-operating items are illustrated below:

-      Other net Provisions for risks and charges, amounting to Euro –68 million as of 31 December 2024, compared with Euro +471 million as of 31 December 2023, almost entirely attributable to the improvement in the risk profile of the litigation relating to the financial information disclosed in the period 2015-2018, following the positive rulings in the last quarter of 2023;

-       Other gains/losses on equity investments, amounting to Euro –1.0 million (Euro –3.0 million as of 31 December 2023);

-       DTA Fee, amounting to Euro –61 million (Euro –63 million as of 31 December 2023);

-      Gains/losses on disposal of investments, amounting to Euro +4 million (Euro +0.4 million as of 31 December 2023), mainly attributable to the completion of the sale of certain properties in the fourth quarter of 2024.

As a result of these trends, combined with the positive impact of Income taxes of Euro 506 million (compared to a positive contribution of Euro 345 million as of 31 December 2023), the Group recorded a Profit for the period attributable to the Parent Company of Euro 1,951 million, compared to a profit of Euro 2,052 million in the same period of 2023.

Own funds and supervisory ratios

With the issuance of the SREP Decision 2023 in December 2023, the ECB requested that, starting from 1 January 2024, a TSCR of 10.75% be maintained on a consolidated basis which includes a minimum Pillar 1 requirement of 8% and an additional Pillar 2 requirement (P1R) of 2.75%, of which at least 56.25% must be met with CET1 and 75% with Tier 1.

With regard to the Pillar II Capital Guidance (P2G), the ECB expects the Parent Company to comply on a consolidated basis with a requirement of 1.15%, to be met entirely with Common Equity Tier 1 capital in addition to the overall capital requirement (OCR).

Finally, it should be noted that, as of 1 January 2019, the Capital Conservation Buffer (CCB) is equal to 2.5%, and that, starting from 1 January 2024, the Group is no longer required to comply with the O-SII Buffer, as it has not been identified by the Bank of Italy as a nationally significant institution authorized in Italy for the years 2024 and 2025. Furthermore, starting from 31 December 2024, the Group must comply with the Systemic Risk Buffer (SyRB), equal to 1% of credit and counterparty risk-weighted exposures to Italian residents, which must be achieved gradually by establishing a reserve equal to 0.5% of relevant exposures by 31 December 2024 and the remaining 0.5% by 30 June 2025.

Consequently, the Group must comply with the following requirements at consolidated level as of 31 December 2024:

• 8.93% CET1 Ratio;

·        10.95% Tier 1 Ratio;

·        13.64% Total Capital Ratio.

The CET1 ratio as of 31 December 2024 was determined taking into account the profit for the year, for the portion attributable to equity, amounting to Euro 867 million, following, for the purposes of its calculation, the procedure set out in Article 3 of Decision (EU) 656/2015 of the European Central Bank of 4 February 2015 and Article 26, paragraph 2, of Regulation (EU No. 575/2013 CRR).

(millions of Euros)