Exhibit 99.11

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA OR JAPAN (OR IN ANY OTHER COUNTRIES, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION). THE INFORMATION PROVIDED IN THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL ANY SECURITIES OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY COUNTRY OR JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.

INFORMATION DOCUMENT PURSUANT TO ARTICLE 70 OF THE ISSUERS’

REGULATION

Extraordinary Shareholders’ Meeting of 17 April 2025

(Delegation to the Board of Directors of Banca Monte dei Paschi di Siena S.p.A. to increase the share capital, with the exclusion of the option right pursuant to Article 2441, paragraph 4, of the Italian Civil Code, to serve the voluntary totalitarian public exchange offer promoted by Banca Monte dei Paschi di Siena S.p.A. relating the ordinary shares of MEDIOBANCA – Banca di Credito Finanziario Società per Azioni)

Prepared pursuant to Article 70, paragraph 6, of the Issuers’ Regulation approved by Consob with

Resolution No. 11971 of 14 May 1999, and subsequent amendments, in accordance with Schedule No. 3

of Annex 3B to the same Issuers’ Regulation.

This information document has been made available to the public at the registered office of Banca Monte dei Paschi di Siena S.p.A., on the company’s website (https://www.gruppomps.it/en/ in the “Corporate Governance” – “Shareholders’ Meeting and BoD” section), as well as on the authorized storage mechanism “eMarketSTORAGE” at www.emarketstorage.com.

2 April 2025

Table of Contents

PRO-FORMA CONSOLIDATED FINANCIAL INFORMATION AND SUMMARY DATA PER BMPS SHARE AS OF 31 DECEMBER 2024

The tables below summarize the historical and pro-forma consolidated economic and financial data related to the Offer (as defined below).

Since these representations are based on assumptions, it is necessary to consider that, had the Offer actually been executed on the reference dates used for the preparation of the relevant Pro-Forma Consolidated Financial Information (as defined below), such figures might not match with the pro-forma data reported below. The Pro-Forma Consolidated Financial Information does not represent prospective data, nor is it intended to provide a forecast of future data for the MPS Group, as it has been prepared solely to represent the potentially separable and objectively measurable effects of the Potential Acquisition (as defined below) on the reference dates, without considering any changes in management policies or operational decisions resulting from the Transaction (as defined below).

In accordance with Annex 20 of Commission Delegated Regulation (EU) 2019/980, supplemented by the guidelines on disclosure requirements under the Prospectus Regulation (32-382-1138) published by ESMA, and considering Consob Communication No. DEM/1052803 of 5 July 2001, the pro-forma data do not include either the costs or the synergies arising from the Potential Acquisition, as such effects depend on future actions and potential agreements that will only be finalized after completion of the Transaction.

The summary information provided below has been extracted from the Pro-Forma Consolidated Financial Information of the MPS Group, prepared on the basis of:

For a description of the methodological assumptions used for the preparation of the Pro-Forma Consolidated Financial Information of the Group, please refer to Paragraph 5.2.4 (Explanatory Notes for the Preparation of the Pro-Forma Consolidated Statements).

(millions of Euros)

(millions of Euros)

(millions of Euros)

(*) Consolidated income statement of the Mediobanca Group for the 12-month period ended on 31 December 2024, determined on the basis of the consolidated income statements resulting from the consolidated financial statements as of 30 June 2024 and the condensed half-year financial statements as of 31 December 2023 and 2024, as the closing date of the Mediobanca’s financial year is 30 June.

(millions of Euros)

(*) The data is extracted from the consolidated financial statements of Mediobanca Group as of 30 June 2024.

(**) The data is calculated based on the information in Mediobanca Group’s condensed consolidated half-year financial statements as of 31 December 2024.

(a) The pro-forma data of the net economic results per share include a non-recurring component (Euro 987.5 million referring to the revaluation of BMPS deferred tax assets as of 31 December 2024) and do not factor in the synergies that will derive from the Potential Acquisition, therefore proving to be not particularly significant.

DEFINITIONS

Below is a list of the definitions used within this Informational Document, in addition to those indicated in the text. These definitions, unless otherwise specified, have the meanings indicated below. It should be noted that, for the definitions listed below, whenever the context requires, the singular form includes the plural form and vice versa.

To ensure a proper assessment of the Capital Increase Reserved to the Offer, subject to Delegation to the Board of Directors of BMPS, recipients of this Information Document are advised to carefully evaluate the risk factors or uncertainties associated with the Offer.

Below is a summary of the main risk factors and uncertainties related to the Offer that, as of the Information Document Date, are significant for the Bank and its business.

The risk factors or uncertainties outlined below should be read together with the other information included in the Information Document.

A.       Risks related to the Transaction

On 23 January 2025, the Board of Directors of BMPS (having obtained the favourable, reasoned and binding opinion of the Committee for Related Party Transactions, issued on the same date and made available by in the manner and within the timeframe prescribed by applicable laws), resolved to promote the Offer pursuant to Articles 102 and 106, paragraph 4, of the TUF, concerning all the ordinary shares issued by Mediobanca, including the Treasury Shares held by Mediobanca itself.

The Offer was announced to the market and to Consob on 24 January 2025 by means of the Offeror’s Communication and by means of a specific press release disseminated pursuant to Article 17 of Regulation (EU) No. 596/2014 (available on the Bank’s institutional website at the following link https://www.gruppomps.it/en/corporate-governance/voluntary-public-exchange-offer.html).

Subject to the specifications below, as Consideration for the Offer, the Offeror’s Communication stipulates that BMPS will grant each Participant a consideration represented by 2.300 BMPS Shares for each Mediobanca share tendered in acceptance of the Offer.

The BMPS Shares offered as Consideration (equal to a maximum of 2,230,000,000 BMPS Shares, calculated using a highly conservative approach) will be issued as part of the Capital Increase Reserved to the Offer for a maximum total amount of Euro 13,194,910,000, plus any premium, which will be resolved by the Bank’s Board of Directors in execution of the Delegation, if granted, by the Extraordinary Shareholders’ Meeting.

It should be noted that, the Maximum Share Amount subject to the Delegation to the Board of Directors, may be reduced as a result of the distribution of the interim dividend (and the corresponding balance) and of the potential cancellation of Treasury Shares by Mediobanca and as a consequence of the allotment of Treasury Shares to the beneficiaries of the incentive plans, in lieu of the Additional Shares (without prejudice to the applicable legal and regulatory provisions governing the aforementioned plans), as specified below.

The objective of the Offer, in light of the rationale and future plans relating to the Bank, as further specified below, is to acquire the entire share capital of Mediobanca and achieve the Delisting of the Shares Subject to the Offer, fostering the objectives of integration, synergies’ creation, and growth between BMPS and Mediobanca. As of the Information Document Date, the Bank has not yet made any decisions regarding potential extraordinary transactions and/or corporate and business reorganization of the MPS Group following the merger with the Mediobanca Group as a result of completion of the Offer.

The nature of the Offer entails that investors must consider a range of risks associated with any forecasts concerning the Bank’s performance, in the context of its strategic objectives, of those of the Offer itself, and in the economic scenario when it was presented.

By way of example and not limited to, such risks include, as usual in operations of this kind:

Should BMPS fail to realize an effective integration, the forecasted synergies or other anticipated benefits following the Potential Acquisition of Mediobanca, or if the estimated costs for implementing the Transaction and integration measures prove significantly higher than forecasted, the objectives, benefits, and future results upon which the Offer is based may not be achieved.

The achievement of synergies from the acquisition is also subject to uncertainties, which can result from a deterioration of the macroeconomic context.

The existence of these risks largely stems from the fact that, as of the Information Document Date, BMPS has formulated its estimates on costs and synergies and its plans for the expansion of expected revenue sources based solely on publicly available data. If these estimates prove inaccurate or the anticipated synergies do not occur within the timeframe and to the extent expected by BMPS, the revenues and costs of the MPS Group may, in the future, differ from those estimated, potentially having negative impacts on the market value of BMPS Shares and the expected returns for investors.

A.1       Risks related to the information about Mediobanca contained in the Information Document

This Information Document contains information relating to the Mediobanca Group that has been exclusively extracted from publicly available data and information, mainly the audited consolidated financial statements as of 30 June 2024 and the condensed consolidated half-year financial statements as of 31 December 2024 and 31 December 2023, both subject to a limited review.

BMPS has not conducted any financial, legal, commercial, tax, industrial, or any other form of due diligence on Mediobanca prior to promoting the Offer, as typically occurs in public exchange offer transactions, and

therefore, as of the Information Document Date, it is not possible to guarantee that the analysis of the publicly available information from Mediobanca has allowed for the identification or assessment of all potential issues or risks associated with its acquisition. In this regard, it is noted that: (i) BMPS – given the structure of the Transaction (i.e., acquisition through a public exchange offer) – does not benefit from any contractual warranty and indemnity commitments (e.g., representations and warranties and related seller indemnity obligations); and (ii) the pre-acquisition analysis activities conducted by BMPS on Mediobanca have been carried out solely based on public information.

For this reason, BMPS may not be aware of current, potential, contingent or past liabilities and/or any operational problems of the Mediobanca Group, thus exposing itself to the risk that there may be greater liabilities and/or lower asset values than those reported in the financial statements of the Mediobanca Group, with consequent negative effects, potentially significant, on the benefits expected from the Offer and the related acquisition.

Similarly, the Offeror may be required to manage issues related to legal, regulatory, tax, environmental, or operational matters of the Mediobanca Group that have not been publicly disclosed and may have to handle unforeseen claims or litigation against Mediobanca or its subsidiaries, which could be brought by any administrative and/or regulatory authority.

Upon the occurrence of such risks, the Company may incur additional (possibly substantial) costs and expenses, not foreseeable at the Information Document Date, which could limit or undermine the achievement of the expected profit expansion estimates following the Transaction and, ultimately, negatively impact the activities, the prospects and the economic, equity and financial condition of BMPS and of the MPS Group.

A.2       Risks related to completion of the acquisition of Mediobanca: non-fulfilment of the conditions of effectiveness of the Offer

As indicated in paragraph 1.5 of the Offeror’s Communication, the Offer shall be subject to the approval of the proposal of Delegation for the Capital Increase Reserved to the Offer by the BMPS shareholders’ meeting and of the Offer Document by Consob, upon completion of the relevant preliminary investigation within the terms set forth by Article 102, paragraph 4, of the TUF, as well as the occurrence of each of the following conditions of effectiveness (the “Conditions of Effectiveness” and, each, a “Condition of Effectiveness”):

Notwithstanding the right of BMPS to modify and/or waive – in accordance with the provisions of Article 43, paragraph 1, of the Issuers’ Regulation – any or all of the Conditions of Effectiveness, if for any reason one or more of the above Conditions of Effectiveness does not occur within the respective term, or if it does not occur within the respective terms in the manner initially forecasted, or if it is not waived, in whole or in part, by BMPS within the same term, the Offer shall be deemed definitively and automatically ineffective and, consequently, could not be completed.

A.3       Risks related to completion of Offer

The entire acquisition process involves numerous risks inherent to the process itself, particularly in relation to the integration and coordination of the management and personnel, IT systems, structures and services of the two banking groups.

Following a technical evaluation of potential improvements to the information systems, the Offeror may plan to integrate Mediobanca’s IT systems into BMPS’ architectural model. The potential integration will involve the transfer of a significant volume of data, activities and processes, which could temporarily delay the migration process and lead to additional costs for the entity resulting from the Transaction, require additional resources from management and personnel and result in the loss of future business opportunities.

The MPS Group may also incur significant additional legal, accounting and administrative costs in connection with the implementation of these measures, some of which will be due regardless of whether full integration is achieved.

The success of the acquisition of Mediobanca will depend to a large extent on the effectiveness of the integration process implemented by BMPS. If this integration is not properly planned, programmed and executed correctly, errors or delays in the management of customer requests, loss of visibility over certain functions, planning and management errors for BMPS, as well as incorrect accounting records, with the consequent need for subsequent corrections and/or reconciliations, could occur, in addition to the risk of operational and reputational losses deriving from processes and technologies not functioning correctly.

Furthermore, if the acquisition is completed as envisaged in the Offer, the Offeror would experience an increase in its exposure to the risks associated with the Corporate & Investment Banking and Consumer Finance activities, where Mediobanca operates, and those associated with the insurance business, through the direct investment held by Mediobanca in Assicurazioni Generali S.p.A.

The occurrence of the events described above, which were not foreseeable at the Information Document Date, could result in the Offeror incurring unforeseen charges, which could be significant, with consequent negative effects on the BMPS Group’s economic, equity and financial situation.

A.4       Risks associated with the expansion of revenue sources and expected synergies

The Transaction will allow the Offeror (i) to significantly expand its revenue sources and (ii) to generate important revenue, cost and funding synergies.

The achievement of the objectives of the Transaction, and of the aforementioned cost and revenue synergies, will depend, however, on various factors, including BMPS’ ability to:

These forecasts are subject to risks that may impact the position of the Offeror, including potential inaccuracies and/or errors in the assessments made prior to the acquisition, which in turn may necessitate a revision of the estimated economic benefits or certain values such as the assets acquired within Mediobanca.

It should be noted that the cost and funding synergies expected, the expansion of revenue sources and the related synergies, and the benefits deriving from the complementarity of the BMPS and Mediobanca business models, as well as the strategic objectives of the Offer, will depend on the percentage of acceptance of the Offer. These, while remaining valid, could be subject to variations and delays, even significant ones, in their implementation, with negative effects on the achievement of the strategic objectives of the Offer.

Furthermore, events related to the corporate structure of Mediobanca, beyond the control of the Offeror, could potentially delay the achievement of the estimated synergies and negatively impact the results and performance of the MPS Group following the Transaction.

The occurrence of such events, which were not foreseeable at the Information Document Date, could result in the Offeror incurring unexpected charges, which could be significant, with consequent negative effects on the BMPS Group’s economic, equity and financial situation following the Transaction.

A.5       Risks related with the dilution of the Bank’s share capital

In the event that the Board of Directors fully exercises the Delegation, the Capital Increase Reserved to the Offer will cover the Maximum Share Amount and, therefore, a maximum of 2,230,000,000 BMPS ordinary shares to be issued and paid up through the contribution in kind to BMPS of the Mediobanca shares tendered in acceptance of the Offer.

Therefore, the Capital Increase Reserved to the Offer has a significant dilutive effect on the stakes held by the current shareholders of BMPS. This effect derives from the exclusion of the option right pursuant to Article 2441, paragraph 4, of the Italian Civil Code.

In particular, in the event of: (i) participation to the public exchange offer of all the Participants for all the relevant shares held, (ii) payment of the dividend proposed by BMPS equal to Euro 0.86 per share, (iii) review of the Incentive Plans to provide for their acceleration and issuance in favour of the beneficiaries of the Incentive Plans of all 16,178, 862 Additional Shares, and (iv) failure by Mediobanca to pay the interim dividend, the related balance and failure to cancel the Treasury Shares in the portfolio, the Capital Increase Reserved to the Offer will be fully subscribed (on a fully diluted basis) and BMPS will issue 2,230,000,000 new shares to be assigned in exchange to all Participants.

It should be noted that, the Maximum Share Amount has been increased from 1,916,543,285 (as reported in the Offeror’s Communication) to 2,230,000,000 also in order to ensure capacity for all possible aforementioned scenarios, according to a highly conservative approach. These shares will represent approximately 64% of BMPS’ share capital calculated on the basis of the number of BMPS shares issued on the Information Document Date.

Considering a potential BMPS shareholder who, prior to the Capital Increase Reserved to the Offer, holds a stake in the Bank’s share capital equal to 1% of the relative share capital, following completion of the Transaction and in the event that the Bank issues the entire Maximum Share Amount, estimated according to a highly conservative approach, this BMPS shareholder would hold a stake of 0.36% (with a dilution of approximately 64%). For more information, please refer to Paragraph 2.1.7.

In any case, it should be noted that, the percentage of dilution of the current shareholders in the BMPS share capital will depend on the outcome of the Offer, since the number of new BMPS Shares to be issued as part of the Capital Increase Reserved to the Offer will depend – in addition to any adjustments to the Offer consideration (as illustrated below) – on the number of Shares Subject to the Offer that will be tendered in the context of the public exchange offer itself by the Participants.

A.6       Risks related to the valuation methods used to determine the Consideration of the Offer

In accordance with the Offeror’s Communication, BMPS will offer to the participants to the Offer, for every 10 Mediobanca shares tendered in acceptance of the Offer, 23 newly issued ordinary shares of BMPS with the same features as those currently outstanding ordinary shares of BMPS as Consideration for the Mediobanca shares. This amounts to a ratio of 2.300 newly issued BMPS Shares for each Mediobanca share tendered in the Offer.

The Consideration was set by the board of directors of the Offeror on 31 January 2025, based on publicly available data. It should be noted that, the valuations conducted to determine the Consideration have highlighted the typical limitations and difficulties inherent in this type of analysis, particularly due to the fact that the Offeror did not have access to detailed forecast information and data that would have enabled the preparation of detailed financial valuations in relation to the Mediobanca shares. For the purposes of determining the Exchange Ratio, the Offeror used a valuation approach based on a comparative perspective, prioritizing the principle of relative homogeneity and comparability of the applied valuations.

As indicated in the Offeror’s Communication, the Offer’s Consideration may be subject to adjustments. In particular, it is provided, inter alia, that “If, prior to the Payment Date (as defined below), the Issuer and/or the Offeror were to pay a dividend (including an interim dividend) and/or make a distribution of reserves to its shareholders or, in any event, the

coupon relating to dividends resolved but not yet paid by the Issuer and/or MPS, as the case may be, is detached from the Mediobanca Shares and/or the shares of MPS, the Consideration shall be adjusted to take account of the dividend distributed (or the related interim dividend) or the reserve distributed”. In addition, the Offeror’s Communication provides for further scenarios for the adjustment of the Consideration and, specifically, any transaction involving the share capital and/or on the Mediobanca shares, while in any case the Offeror retains the right to exercise (or to waive its right to exercise) the relevant Condition of Effectiveness, where applicable, in relation to such individual event.

Since the market prices of the ordinary shares of the Offeror and Mediobanca have been and are subject to volatility and fluctuations resulting from the general performance of the capital markets, there is a risk that, despite the Consideration remaining fair (according to the methods used for its determination), the number of shares issued as Consideration may not be adequate in relation to the fluctuations in the market prices of BMPS and/or Mediobanca shares. This could result in the value of the Consideration at the date of the completion of the Offer being either lower or higher than at the date when it was determined. It should be noted that market price variations can stem from a range of factors, including but not limited to future activities and prospects, market conditions, economic developments, geopolitical events, regulatory assessments, government actions, legal proceedings, and other similar occurrences, many of which are beyond BMPS’ control.

Based on the official price of BMPS Shares recorded at the close of 23 January 2025 (equal to Euro 6.953), the Consideration represents a monetary valuation of Euro 15.992 (rounded to the third decimal digit) for each Mediobanca Share and thus incorporates a premium of 5.03% compared to the official price of the Shares Subject to the Offer recorded at the close of 23 January 2025 (equal to Euro 15.227).

The valuation analyses conducted by BMPS as of 23 January 2025, for the purpose of determining the Consideration should be understood to be subject to the following main limitations:

A.7         Risks related to the inclusion of pro-forma financial information concerning the acquisition of Mediobanca

The Information Document includes the pro-forma consolidated balance sheet as of 31 December 2024 and the pro-forma consolidated income statement for the year ended 31 December 2024 and the related explanatory notes of the MPS Group (the “Pro-Forma Consolidated Financial Information”). The Pro-Forma Consolidated Financial Information, prepared in order to retroactively reflect the effects of the Potential Acquisition on the historical data of the MPS Group, represents a simulation provided exclusively for illustrative

purposes and is not intended to represent the financial situation and economic performance of the MPS Group or to offer a representation of the balance sheet situation and prospective results.

The Pro-Forma Consolidated Financial Information has been prepared using accounting standards consistent with those used for the preparation of the consolidated financial statements of the MPS Group as of 31 December 2024. They aim to represent the hypothetical effects of the Potential Acquisition on the economic performance and financial position of the MPS Group, as if it had virtually taken place on 31 December 2024 for the effects on the pro-forma consolidated balance sheet and on 1 January 2024 for those on the pro-forma consolidated income statement.

The Pro-Forma Financial Information has not been prepared in accordance with the requirements of Regulation S-X of the U.S. Securities Act or any generally accepted accounting standards.

The Pro-Forma Consolidated Financial Information has been prepared to the best of BMPS’ knowledge, based solely on publicly available data, which has been processed and treated without the support or collaboration of Mediobanca; BMPS has relied solely on information and data published by the Mediobanca Group, which has not been verified by the Bank.

As a result, any pro-forma information provided in the Information Document is inherently of very limited value to investors.

The data on which the Pro-Forma Consolidated Financial Information is based has been extracted from the following sources:

In particular, it should be noted that, the consolidated financial statements of BMPS and Mediobanca have different financial year-end dates, respectively 31 December 2024 for the Bank and 30 June 2024 for Mediobanca, therefore it was necessary to reconstruct, on the basis of publicly available information, the economic accounting information of Mediobanca for the period of 12 months as of 31 December 2024 in order to align it with the closing date of BMPS.

The approach used in the processing of the above data was mainly hypothetical and entailed a simulation, provided for illustrative purposes only, of the possible effects that could result from the acquisition of Mediobanca. More specifically, a complete description of the assumptions made by BMPS in preparing the Pro- Forma Consolidated Financial Information is provided in Paragraph 5 (Pro-Forma Income Statement, Balance Sheet and Financial Data of BMPS) of the Information Document.

The pro-forma data have been prepared on the basis of the consolidated financial statements as of 31 December 2024 of the MPS Group prepared in accordance with IAS/IFRS, the consolidated financial statements as of 30 June 2024, the condensed half-year consolidated financial statements as of 31 December 2024 and 31 December 2023 of the Mediobanca Group, prepared in accordance with IAS/IFRS accounting standards, and applying the pro-forma adjustments determined by simulating the application of the provisions of IFRS 3 for business combination transactions.

The Pro-Forma Consolidated Financial Information and, in particular, the pro-forma adjustments relating to the aforementioned capital increase, and therefore relating to goodwill, have been determined based on the official closing price of BMPS shares on 23 January 2025 (Euro 6.953), i.e., the date corresponding to the last trading day prior to the date on which BMPS announced the Offer, assuming that Mediobanca shareholders fully accept the Offer. On the other hand, in accordance with IFRS 3, which governs the accounting treatment of business combinations (such as the acquisition), BMPS will have to recognize the BMPS Shares issued in execution of the capital increase reserved for the Offer at fair value, corresponding to the stock market price of BMPS shares on the trading date immediately preceding the settlement date of the Offer.

Therefore, the increase in BMPS’ net equity following the issuance of the new shares, and therefore the acquisition cost, will only be known on the day BMPS obtains control of Mediobanca. Likewise, the final value of the assets and liabilities that will be recognized in the consolidated financial statements of BMPS will be known only after BMPS has obtained control of Mediobanca, following the completion of the so-called purchase price allocation (“PPA”) required by IFRS 3.

In light of the above, the final value of the goodwill or gain from a bargain purchase will be known only after the completion of the PPA required under IFRS 3.

A correct interpretation of the information provided in the Pro-Forma Consolidated Financial Information requires that investors consider the following aspects: (i) since these are representations based on hypotheses and assumptions, if the Offer had actually been completed on the dates taken as a reference for the preparation of the Pro-Forma Consolidated Financial Information, the same results represented therein would not necessarily have been obtained; (ii) the Pro-Forma Consolidated Financial Information is not intended in any way to represent a forecast of future results and should therefore not be interpreted as such; (iii) the Pro-Forma Consolidated Financial Information does not reflect prospective data as it is prepared in such a way as to represent only those effects of the acquisition that are able to be isolated and objectively measurable, without taking into account the potential effects caused by changes in market conditions, management policies and operational decisions of BMPS resulting from the outcome of this transaction and, as such, the pro-forma data are not intended to represent a current or prospective financial position of the effects related to the acquisition; and (iv) in consideration of the different purposes of the Pro-Forma Consolidated Financial Information compared to the historical financial information of the MPS Group and the Mediobanca Group, the pro-forma consolidated balance sheet and the pro-forma consolidated income statement should be read and interpreted separately, without seeking accounting links between them.

In light of the above, investors should not rely solely on the Pro-Forma Consolidated Financial Information to make their investment decisions. On 2 April 2025, the auditing firm PwC issued its report concerning the examination of the Pro-Forma Consolidated Financial Information as of 31 December 2024. A copy of this report is attached to this Information Document as Annex B.

A.8       Risks related to forecasts and estimates

This Information Document includes provisional data based on information drawn from: (a) market forecasts/estimates and internal forecasts/estimates at BMPS; and (b) further assessments by BMPS regarding the possible synergies and integration costs associated with the potential merger between BMPS and Mediobanca.

It should be noted that, these forecasts and estimates should be evaluated with due caution, considering that a business plan for the entity resulting from the Transaction will only be approved after the completion of the Offer (according to a timeline yet to be defined). The forecasts and estimates relating to BMPS’ future standalone objectives for the period 2024-2028 (“Business Plan 2024-28”) are subject to a series of uncertainties and additional factors, many of which are beyond BMPS’ control, in addition to the complexities inherent in the implementation of the integration.

There are in fact several factors that could cause BMPS’ actual results and performance to differ significantly, both in its current configuration and in its possible post-Transaction configuration, from what is explicitly or implicitly stated in any forward-looking statement. These factors include macroeconomic and geopolitical developments, and the possible domino effects such developments may have on global and regional growth and development. At the time of the presentation of the 2024-28 Business Plan, the economic outlook was — and still is — uncertain.

BMPS shareholders must also consider that the uncertainties described above also apply to the forecasts and estimates relating to the revenue growth targets and synergies expected from the Offer, including any estimated results as a consequence of the Mediobanca Offer, which may occur only in part or may not occur at all.

In light of these uncertainties that characterize, moreover, any forecast data, shareholders are advised not to rely exclusively on the forecasts and estimates contained in this Information Document.

Finally, it should be noted that, some of the assumptions and/or initiatives underlying the forecasts and estimates could prove to be inaccurate and, consequently, not take place or take place to a different extent and at different times than expected. In addition, events that were unpredictable at the time the forecasts were made could occur, with potentially significant impacts. Given the uncertainty associated with the outcome of future events, in terms of both their actual occurrence and their timing and scope, there may be substantial differences between the projected and actual values.

A.9       Risks related to the non-comparability of future results after 31 December 2024

In the event of completion of the Potential Acquisition, the sources of income and the consolidation perimeter of the MPS Group will be expanded, leading to risks related to the interpretation and comparison of the Bank’s 2024 Consolidated Financial Statements with any future financial statements of the MPS Group.

It is appropriate for investors to consider the inevitable discontinuity and limitations on the comparability of the MPS Group’s annual and interim reports following the Potential Acquisition with the financial information of the MPS Group as of 31 December 2024.

A.10       Risk related to the national and international macroeconomic context

As of the Information Document Date, the national and international macroeconomic context is characterized by significant instability and uncertainty which, should these conditions deteriorate further, could have a significant negative impact on the financial situation and assets of BMPS and Mediobanca and compromise the success of the Transaction.

As of the Information Document Date, the national and international macroeconomic context is particularly characterized by certain critical profiles attributable to:

It should also be noted that, the occurrence of the events described in this risk factor could result in the non- fulfilment of the MAE Condition and, if not waived by BMPS, the non-completion of the Offer.

A.11       Risks related to potential conflicts of interest arising from related party transactions

To the knowledge of BMPS, as of the Information Document Date, certain persons with shareholdings, over 3%, in Mediobanca also hold significant shareholdings (i.e., higher than 3%) in BMPS.

Notwithstanding the above, pursuant to the BMPS Regulation, considering that entities holding stakes exceeding 3% of the Bank’s share capital shall be considered “related parties” of BMPS, identified on a discretionary basis as holders of “a stake exceeding 3% of BMPS’ capital, represented by voting shares and who have reported such stake pursuant to Article 120 of the TUF” (Article 4.1.1 of the BMPS Regulations), the Capital Increase Reserved to the Offer qualifies as a related party transaction, since it is reserved for subscription to the Mediobanca shareholders (among whom are the aforementioned entities).

Related party transactions present typical risks associated with transactions between parties whose affiliation or proximity to the same decision-making centres could compromise the impartiality of corporate decisions and the exclusive pursuit of the interests of the companies involved in the Transaction with potential distortions in the resource allocation process, exposure to risks not adequately measured or managed, and potential damages to the companies and their respective stakeholders.

This being said, the procedure provided for in the RPT Regulation and the BMPS Regulation was duly carried out and concluded with the issue of a favourable opinion on the fairness and substantive and procedural correctness of the Offer and, in particular, of the Capital Increase Reserved to the Offer, issued by the BMPS Related-Party Transactions Committee, composed of independent directors.

For a complete disclosure of the activities carried out, please refer to the information document prepared pursuant to Article 5 of the RPT Regulation, published on the Bank’s institutional website https://www.gruppomps.it/en/.

A.12       Risks related to the corporate procedure applicable to the Capital Increase Reserved to the Offer

As provided for by the applicable provisions of the Italian Civil Code for the hypotheses of contributions in kind, the value of the shares of Mediobanca to be contributed to BMPS must be subject to a specific valuation by an independent expert. In this regard, with a view to the exercise of the Delegation, the Board of Directors of BMPS resolved, pursuant to Article 2440, paragraph 2, of the Italian Civil Code, to rely on the provisions of Article 2343-ter (also for the purposes of Articles 2343-quater and 2443, paragraph 4) of the Italian Civil Code for the purpose of the valuation of the Mediobanca shares subject to the contributions in kind.

These rules allow not to require a sworn appraisal of the assets transferred to be prepared by an expert, appointed by the Court in the district where the transferee company has its registered office, in the event that, pursuant to Article 2343-ter of the Italian Civil Code, “the value attributed, for the purposes of determining the share capital and any share premium, to the assets in kind [...] subject to transfer is equal to or lower [...] 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 generally recognised

principles and criteria for the valuation of the assets to be contributed, provided that the valuation is made by an expert who is independent from the party making the contribution, from the company and from the shareholders who individually or jointly exercise control over the transferor or over the company itself, and is equipped with adequate and proven expertise”.

BMPS has therefore mandated KPMG Corporate Finance, a division of KPMG Advisory S.p.A., as an independent expert to conduct 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 to Article 2343-ter, paragraph 2, letter b) of the Italian Civil Code, issued its valuation report on the Shares Subject to the Offer on 14 March 2025. A copy of this report is attached to this Information Document as Annex C.

In this regard, it should be noted that:

In light of the above, if (a) a qualified minority of shareholders exercises the right referred to in point (i) above; or (b) the Board of Directors of BMPS, at the time of registering the certification referred to in Article 2444 of the Italian Civil Code for the Capital Increase, deems that exceptional events or new significant circumstances have occurred that materially alter the value of the Shares Subject to the Offer in respect to what is represented in the opinion of the independent expert, the Board of Directors will be required to conduct a new valuation of the Shares Subject to the Offer and initiate the ordinary procedure for the valuation of contributions in kind. This would involve requesting the competent Court (i.e., the Court of Siena) to appoint an expert, who will prepare, in compliance with the applicable regulations, a sworn valuation report of the contributed assets.

The occurrence of these circumstances, and particularly the need to resort to the appointment of an expert by the competent Court, would create significant uncertainties regarding the timing of the appointment of the expert and the issuance of the expert’s valuation. This could potentially have a negative impact on the shareholders of Mediobanca accepting the Offer and the subscribers of the BMPS Shares in the context of the Offer.

For further information regarding the Capital Increase Reserved to the Offer, please refer to Section 2 of this Information Document.

A.13       Risks related to prominence statements

The Information Document contains prominence statements in relation to the MPS Group. These statements are made by the Bank based on its specific knowledge of the sector, available data, and its experience.

It is not possible to guarantee that such statements can be maintained or confirmed.

Furthermore, the characteristics of the business sector and the projected objectives may differ from those assumed in such statements due to known or unknown events, uncertainties, and other factors mentioned, among other things, in this Section.

A.14       Management of Fractional Share

Given that for each Mediobanca share tendered in acceptance of the Offer, 2.300 BMPS Shares will be attributed 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 Participant may not be a whole number of BMPS Shares (i.e., where a Participant does not tender at least 10 Shares Subject to the Offer, or a number of Shares Subject to the Offer that is an whole multiple of 10).

Therefore, if the result of the application of the Exchange Ratio for the Mediobanca Shares tendered in acceptance of the Offer is not a whole number of newly issued BMPS Shares, it is expected that the intermediary in charge of coordinating the collection of acceptances of the Offer will aggregate the fractional shares of BMPS Shares pertaining to the Participants and will subsequently sale on Euronext Milan the whole amount of BMPS Shares resulting from such aggregation, for the purpose of the overall Transaction.

Further information on the treatment of the Fractional Shares will be provided in the Offer Document, which will be made available to the public following Consob’s approval, in the manner and within the terms provided by applicable laws and regulations.

A.15       Risks related with not achieving the Delisting

In the event of the Offer’s success, BMPS intends to proceed with the Delisting, i.e., the withdrawal of Mediobanca shares from listing on Euronext Milan.

Please note that, as indicated in Paragraph A.1 of this Information Document, the effectiveness of the Offer is subject, inter alia, to the Threshold Condition, i.e., BMPS reaching a shareholding of at least 66.67% of Mediobanca’s share capital upon completion of the Offer, without prejudice to BMPS’ right to modify and/or waive – in accordance with the provisions of Article 43, paragraph 1, of the Issuer’s Regulation – in whole or in part one or more of the Conditions of Effectiveness, as set forth in Paragraph A.2 of this Information Document.

Regardless of the potential Delisting of Mediobanca, BMPS 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, also with a view to ensuring a better integration of the activities of the Bank and Mediobanca.

As of the Information Document Date, BMPS has not made any decision regarding any extraordinary transactions and/or corporate and business reorganization of the MPS Group following the combination with the Mediobanca Group, upon completion of the Offer.

The Transaction consists of the Offer announced by BMPS with the Offeror’s Communication on the Announcement Date (i.e., 24 January 2025), pursuant to Articles 102, first paragraph, of the TUF and 37 of the Issuers’ Regulation, and promoted through the filing with Consob of the Offer Document, as per the subsequent press release of 13 February 2025, pursuant to Article 37-ter, third paragraph, of the Issuers’ Regulation.

As Consideration for the Offer, the Offeror’s Communication provides that BMPS will grant to each Participant a unitary Consideration represented by 2.300 ordinary BMPS Shares for each Mediobanca share tendered in acceptance of the Offer. Therefore, for every ten (10) Shares Subject to the Offer, 23 (twenty-three) new BMPS Shares will be issued.

The BMPS Shares offered as Consideration will be issued in the context of the Capital Increase Reserved to the Offer, which will be resolved by the Board of Directors of BMPS in execution of the Delegation, whether granted by the Extraordinary Shareholders’ Meeting of BMPS to be held on 17 April 2025.

It is also expected that the Capital Increase Reserved to the Offer will be executed by 31 December 2025, subject to the approval of the Offer Document by Consob and the fulfilment (or waiver, where applicable) of the Conditions of Effectiveness.

In particular, the Capital Increase Reserved to the Offer will be executed by the previously mentioned deadline of 31 December 2025, on the Payment Date of the Consideration, and, if applicable, on the payment dates that may be determined in relation to the exercise of the Sell-Out and Squeeze-Out.

It should be noted that, in the event of (i) acceptance of the Offer by all Mediobanca shareholders targeted by the same Offer for all the Mediobanca Shares held, (ii) issuance in favour of the beneficiaries of the incentive plans of all 16,178,862 Additional Shares, and (iii) non-payment by Mediobanca of the interim dividend, the related balance, and non-cancellation of the Treasury Shares in the portfolio, the Capital Increase Reserved to the Offer will be fully subscribed (on a fully diluted basis), and BMPS will issue 2,230,000,000 new shares to be exchanged with all Participants to the Offer.

These shares will represent approximately 64% of BMPS’ share capital calculated based on the number of BMPS Shares issued as of Information Document Date.

2.1.1       Description of the company subject of the Transaction

The corporate name of the company subject of the Transaction is “MEDIOBANCA – Banca di Credito Finanziario Società per Azioni.”

Mediobanca is a joint-stock company under Italian law, with its registered office in Milan, Piazzetta Enrico Cuccia No. 1, tax code and registration number in the Milan Monza Brianza Lodi Companies’ Register No. 00714490158.

Mediobanca is also registered in the Register of Banks held by the Bank of Italy under number 4753, Mechanographic code No. 10631, and, as the parent company of the Mediobanca Group, with the Register of Banking Groups with the parent company mechanographic code number 10631. It is also a member of the Interbank Deposit Protection Fund (Fondo Interbancario di Tutela dei Depositi) and the National Guarantee Fund (Fondo Nazionale di Garanzia).

As of the Information Document Date, Mediobanca’s share capital amounts to Euro 444,680,575.00, fully subscribed and paid-in, divided into 833,279,689 ordinary shares without nominal value.

Mediobanca shares are admitted to trading on Euronext Milan, a regulated market organized and managed by Borsa Italiana with ISIN code IT0000062957 and are dematerialized pursuant to Article 83-bis of the TUF.

As of 28 February 2025, Mediobanca holds 18,820,138 Treasury Shares, representing 2.3% of its share capital.

As of the Information Document Date, to the best of BMPS’ knowledge, Mediobanca did not issue shares other than ordinary shares, nor convertible bonds, nor is there any commitment for the issuance of convertible bonds.

As of the Information Document Date, based on the communications disclosed pursuant to Article 120 of the TUF and Part III, Title III, Chapter I, Section I of the Issuers’ Regulation, as published on the Consob website, the shareholders holding a stake in Mediobanca’s share capital or voting rights exceeding 3% of the ordinary share capital are indicated in the following table.

The percentages listed in the table above, as published on Consob’s website and resulting from the communications made by the shareholders pursuant to Article 120 of the TUF, may not be updated and/or consistent with the data processed and published by other sources (including Mediobanca’s website), in cases where subsequent changes in the shareholding did not trigger any communication obligation under Article 120 of the TUF by the shareholders.

As of the Information Document Date, a consultation agreement is in force among certain Mediobanca shareholders, falling within the scope of Article 122, paragraph 5, letter a) of the TUF. The agreement does not appear to provide for any lock-up or voting commitments on the Mediobanca Shares contributed but regulates the modalities of meetings to share thoughts and considerations regarding the performance of the Mediobanca Group, in a context of equal information compared to the market. As of the Information Document Date, shareholders holding 98,937,468 Mediobanca shares, corresponding to 11.87% of the share capital (updated as of 24 February 2025), are part of the agreement.

2.1.2       Description of the terms and conditions of the Transaction

The Offer, as described in the previous Paragraph 2.1, is subject to the approval (i) of the proposal for the Delegation for the Capital Increase Reserved to the Offer by the Extraordinary Shareholders’ Meeting of BMPS

and (ii) of the Offer Document by Consob, upon completion of the related assessment in accordance with Article 102, paragraph 4, of the TUF, which can only occur after obtaining the Preliminary Authorizations (as defined below) and the approval of the Capital Increase Reserved to the Offer by the BMPS Board of Directors, in execution of the Delegation.

Furthermore, as already highlighted in Paragraph A.1 of this Information Document, the effectiveness of the Offer is subject to the fulfilment of each of the Conditions of Effectiveness, as will be further detailed in the Offer Document.

It should also be noted that, BMPS has submitted the following applications to the competent authorities to obtain the preliminary authorizations required by the applicable and sector-specific regulations, pursuant to Article 102, paragraph 4, of the TUF in relation to the Offer (the “Preliminary Authorizations”):

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

For the sake of completeness, it should be noted that, on 20 March 2025, the European Commission issued its authorisation, without prescriptions, limitations or conditions, pursuant to Regulation (EU) 2022/2560 on foreign subsidies distorting the internal market.

As indicated above, the Offer Consideration consists of newly issued BMPS Shares pursuant to the Delegation, whether granted, in execution of the Capital Increase Reserved to the Offer.

The BMPS Shares will be issued only if all the Conditions of Effectiveness of the Offer are met or waived, in whole or in part, by BMPS.

As previously mentioned, BMPS has resolved, in accordance with Article 2440, paragraph 3, of the Italian Civil Code, to benefit from the provisions of Articles 2343-ter and 2343-quater of the Italian Civil Code for the valuation of the Shares Subject to the Offer, subject to contribution. This regulation allows, in particular, not to require the sworn evaluation report of the assets contributed by an expert appointed by the Court in the district where the transferee company is based (i.e., the Court of Siena), provided that the value attributed to the assets contributed in kind, for the purpose of determining the share capital and any premium, is equal to or less than the value resulting from an appraisal dated no more than six months before the contribution and in compliance with the principles and criteria generally recognized for the valuation of the assets contributed, provided that such appraisal is conducted by an expert who is independent from the party making the contribution, from the transferee company, and from the shareholders who individually or jointly exercise control over the transferor or over the company itself, and is equipped with adequate and proven expertise (for further details, see Article 2343-ter, paragraph 2, letter b), of the Italian Civil Code.

The decision to use, in line with market practice in the case of public exchange offers, a valuation carried out by an independent expert pursuant to Article 2343-ter, paragraph 2, letter b), of the Italian Civil Code, was also justified by the need to evaluate the contribution of a significant block of Mediobanca shares and not of individual listed securities.

BMPS has therefore mandated KPMG Corporate Finance, a division of KPMG Advisory S.p.A., pursuant to Articles 2440, paragraph 2, and 2343-ter, paragraph 2, letter b), of the Italian Civil Code, to prepare the valuation of the Shares Subject to the Offer.

On 14 March 2025, KPMG Corporate Finance, a division of KPMG Advisory S.p.A. issued its report on the valuation of Mediobanca’s shares, which was made available to the public according to the terms and procedures provided for by the laws and regulations in force, to increase the shareholders’ awareness (available on the Bank’s website, in the Corporate Governance – Shareholders’ Meetings and BoD section, at https://www.gruppomps.it/en/ as well as at the following link https://www.gruppomps.it/en/corporate- governance/voluntary-public-exchange-offer.html).

In the appraisal, KPMG Corporate Finance, a division of KPMG Advisory S.p.A., to which full reference is made, concluded that as of 14 March 2025, based on the financial position as of 31 December 2024, and on the elements and methods outlined in its document, the fair value of Mediobanca shares was not less than Euro 16.406 for each Mediobanca shares cum dividend, or equal to Euro 15.852 per each Mediobanca share, ex dividend. A copy of this report is attached to this Information Document as Annex C.

It should be noted that, Article 2443, paragraph 4, of the Italian Civil Code provides that, in cases where the transferee company 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 resolution for the capital increase, at least one-twentieth of the share capital prior to the increase, may request, within 30 days from the filing in the Companies’ Register of the board resolution for the capital increase, 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 report 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 BMPS, 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 resolution for 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 report referred to in Article 2343, paragraph 1, of the Italian Civil Code has not been prepared; b) the value attributed to these assets, the source of such valuation, and, if applicable, the valuation method; c) the declaration that this value is at least equal to that attributed to them for the purpose of determining the share capital and any 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 is expected that this declaration will be issued by the Board of Directors of BMPS, which will resolve on the Capital Increase Reserved to the Offer and be included in the related board resolution that will be registered with the Companies Register of Arezzo – Siena.

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 transferee company with the Companies’ Register only after the 30-day period, described above, granted to the qualified minority of the transferee company to request a new valuation pursuant to Article 2343 of the Italian Civil Code, has elapsed.

Furthermore, it should be noted that, considering the provisions of Article 2343-quater, paragraph 4, of the Italian Civil Code, until the declaration by the directors of BMPS with the contents referred to in letter d) of that article is registered in the Companies Register of Arezzo-Siena, the BMPS Shares issued in execution of the Capital Increase Reserved to the Offer and that will be allocated to the Participants as the Offer Consideration will be unavailable (and therefore cannot be sold) and must remain deposited at BMPS.

It is also expected that, the registration of such a declaration by the BMPS directors with the competent Companies’ Register will occur in a timely manner prior to the Payment Date to allow the BMPS Shares, which will be assigned to the Participants as the Offer Consideration, to be freely available to them on the Payment Date itself.

Therefore, it should be noted that, if:

the BMPS Board of Directors will have to conduct 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 thus initiate the ordinary valuation process for contributions in kind under Article 2343 of the Italian Civil Code. This will involve requesting the competent Court (i.e., the Court of Siena) to appoint an expert who will prepare, in compliance with the applicable regulations, a sworn valuation report of the contributed assets. Furthermore, pursuant to Article 2343 of the Italian Civil Code, if the verification process of the sworn report by the Board of Directors reveals that the value of the contributed assets is less by over than one fifth of the value for which the contribution was made, BMPS will have to apply the relevant provisions provided for in Article 2343 of the Italian Civil Code.

That being said, also in order to ensure that the KPMG’s report refers to a date no more than six months prior to the contribution, in compliance with Article 2343-ter, second paragraph, letter b), of the Italian Civil Code, it cannot be ruled out that, close in time to the execution of the Delegation, BMPS’ Board of Directors may request an update to the aforesaid report that reflects, in its assessment, updated information on Mediobanca and on the economic and market situation.

For the sake of completeness, it should be noted that, the above-described provisions will apply, mutatis mutandis, in the event that the conditions for the reopening the terms and/or for complying with the Sell-Out pursuant to Article 108, paragraph 2, of the TUF, and/or for complying with the Joint Procedure, are met.

It should be noted that PwC, as the company entrusted with the statutory audit of BMPS’ accounts, has been appointed and will issue its fairness opinion on the issue price of the BMPS Shares to be offered in the Offer, pursuant to Article 2441, paragraph six, of the Italian Civil Code and Article 158 of the TUF. Therefore, on the occasion of exercising the Delegation for the Capital Increase Reserved to the Offer, PwC will issue the aforementioned fairness opinion on the issue price of the BMPS Shares to be offered in exchange as part of the Offer. Pursuant to Article 70, paragraph 7 of the Issuers’ Regulation, this opinion will be made available to the public within the terms and in the manner prescribed by law.

The Offeror’s Communication provides that BMPS shall offer to the participants to the voluntary exchange offer, for each 10 Mediobanca shares tendered in acceptance of the Offer, as Consideration, No. 23 newly issued BMPS ordinary shares having the same features as the currently outstanding BMPS ordinary shares: this is equivalent to a ratio of No. 2.300 newly issued BMPS ordinary shares for each Mediobanca share tendered in acceptance of the voluntary exchange offer, without prejudice to what is specified below, with reference to the treatment of Fractional Shares deriving from the exchange.

The aforementioned Exchange Ratio was determined by the Board of Directors of BMPS based on its own assessments and considerations, carried out with the advice and support of its financial advisors, and as indicated in the Offeror’s Communication, the Consideration has been determined on the assumption that, prior to the Payment Date of the Offer: (x) neither Mediobanca nor the Offeror will approve or carry out any ordinary

(including interim dividends) or extraordinary distributions of dividends drawn from profits and/or other reserves; and (y) Mediobanca will not approve or carry out any transaction involving its share capital and/or Mediobanca shares.

As indicated in the Offeror’s Communication, the Offer’s Consideration may be subject to adjustment. In particular, it is provided, inter alia, that “If, prior to the Payment Date (as defined below), the Issuer and/or the Offeror were to pay a dividend (including an interim dividend) and/or make a distribution of reserves to its shareholders or, in any event, the coupon relating to dividends resolved but not yet paid by the Issuer and/or MPS, as the case may be, is detached from the Mediobanca Shares and/or the shares of MPS, the Consideration shall be adjusted to take account of the dividend distributed (or the related interim dividend) or the reserve distributed”. In addition, the Offeror’s Communication provides for further scenarios for the adjustment of the Consideration and, specifically, any transaction involving the share capital and/or on the Mediobanca shares, while in any case the Offeror retains the right to exercise (or to waive its right to exercise) of the relevant Condition of Effectiveness, where applicable, in relation to such individual event.

In light of the above, it should be noted that, on 6 March 2025, the Board of Directors of BMPS resolved to propose to the ordinary Shareholders’ Meeting of the Bank the allocation of a total of Euro 1,083 million deriving from the net profit resulting from the draft financial statements as of 31 December 2024 (equal to Euro 1,923 million), to its Shareholders, as a dividend corresponding to Euro 0.86 per share. The dividend, subject to its approval by the shareholders’ meeting, will be paid on 21 May 2025, with an ex-dividend date on 19 May 2025 (record date being on 20 May 2025).

Furthermore, it should be noted that, on 10 February 2025, Mediobanca’s Board of Directors announced to the market – on the occasion of the approval of Mediobanca’s half-year report as of 31 December 2024 – the distribution of an interim dividend to its shareholders in May 2025 (and the corresponding balance in November 2025). In the event that the coupon of the aforesaid interim dividend (and the corresponding balance) is actually detached, or the interim dividend (and the corresponding balance) is paid before the Offer, the Offer’s Consideration will be consequently and consistently adjusted to take this circumstance into account.

Separately, and in any event, the Offer’s Consideration may be further adjusted upon the occurrence of the other events indicated in the Offeror’s Communication and mentioned above.

Any adjustment to the Consideration as a result of the foregoing will be disclosed in the manner and within the timeframes prescribed by the applicable law.

Finally, in the event that the Board of Directors of Mediobanca, in execution of the delegation granted by the extraordinary Shareholders’ Meeting of Mediobanca on 28 October 2024, proceeds – prior to the Payment Date of the Offer – with the cancellation of the Treasury Shares purchased in execution of the authorization from the same ordinary Shareholders’ Meeting of Mediobanca on 28 October 2024, and/or any transactions to reduce the number of outstanding Mediobanca shares and/or the payment of the interim dividend or the related balance thereof, and subject to adjustments and/or modifications relating to the content and/or structure of the Offer, it will not be necessary to issue the entire Maximum Share Amount.

The Offeror’s Communication provides that BMPS shall offer to the participants to the voluntary exchange offer, for each 10 Mediobanca shares tendered in acceptance of the Offer, as Consideration, No. 23 newly issued BMPS ordinary shares having the same features as the currently outstanding BMPS ordinary shares: this is equivalent to a ratio of No. 2.300 newly issued BMPS ordinary shares for each Mediobanca share tendered in acceptance of the voluntary exchange offer, without prejudice to what is specified below, with reference to the treatment of Fractional Shares deriving from the exchange.

The aforementioned Exchange Ratio was determined by the Board of Directors of BMPS based on its own assessments and considerations, carried out with the advice and support of its financial advisors, and as indicated in the Offeror’s Communication, the Consideration has been determined on the assumption that, prior to the Payment Date of the Offer: (x) neither Mediobanca nor the Offeror will approve or carry out any ordinary (including interim dividends) or extraordinary distributions of dividends drawn from profits and/or other reserves; and (y) Mediobanca will not approve or carry out any transaction involving its share capital and/or Mediobanca shares.

Any adjustment to the Consideration as a result of the foregoing will be disclosed in the manner and within the timeframes prescribed by the applicable law.

For the purposes of the Offer, in light of the nature of the Consideration, represented by newly issued ordinary shares of the Offeror offered in exchange for ordinary shares of Mediobanca tendered in acceptance of the Offer, the Board of Directors of BMPS proceeded to carry out a valuation of the shares of Mediobanca and of BMPS, with a view to expressing an approximate estimate of their values, on the basis of publicly available data and information. The considerations and estimates made are therefore to be understood in general terms and with limited reference to the Offer. The valuation analyses performed by the Board of Directors in order to determine the Exchange Ratio were carried out from a comparative perspective and prioritising the principle of relative homogeneity and comparability of the valuation methodologies applied.

The valuation methodologies and the resulting economic values of the shares of Mediobanca and of BMPS were identified for the purpose of determining the number of BMPS Shares to be issued for the voluntary exchange offer, based on its outcome. Under no circumstances are such valuations to be considered as possible indications of market price or value, either current or prospective, in any context other than the one under consideration.

The evaluations conducted by the Board of Directors of BMPS refer to the economic and market conditions as of 23 January 2025, corresponding to the trading day prior to the date of the Announcement Date and to the patrimonial-economic and financial situation of BMPS and Mediobanca as reported in the consolidated interim financial statements as of 30 September 2024, in the consolidated financial statements as of 31 December 2023 for BMPS, in the consolidated financial statements as of 30 June 2024 for Mediobanca, and in the related press releases and presentations of the results to the financial community.

In particular, the BMPS Board of Directors decided to use, for the purpose of the determination of the Consideration:

The choice of the methodologies and the results of the valuation analyses carried out by BMPS as at the Reference Date for the purpose of determining the exchange ratio must be interpreted in light of the following main limitations and difficulties:

The following is a summary description of each of the methodologies used to determine the Offer’s consideration:

In this specific case, it was deemed appropriate to apply this methodology by adopting the following criteria: (a) use of the official prices of the Offeror’s and Mediobanca’s shares recorded on the Reference Date; (b) use of the weighted average official prices in connection with the volumes of BMPS’ and Mediobanca’s shares (the so- called Volume Weighted Average Price) with reference periods of 1 month, 2 months, 3 months, 6 months and 1 year prior to the Announcement Date (i.e., 24 January 2025).

The following table shows (i) the implied exchange rates and (ii) the premiums that the Consideration incorporates based on the BMPS and Mediobanca Weighted Average Prices recorded on the Reference Date and in the periods indicated below prior to the Reference Date (included).

The criterion is based on the determination of multiples calculated as the ratio between stock market values and economic, asset and financial metrics of a selected sample of comparable companies. The multipliers thus determined are applied, with the appropriate additions and adjustments, to the corresponding magnitudes of the company being evaluated, in order to estimate a range of values. For the purposes of the Offer and on the basis of the characteristics typical to the banking sector and market practice, the Price/Projected Earnings multiple in 2025 and 2026 was selected (the multiples for the years following 2026 were deemed to be of limited significance, considering the lower reliability and greater variability that generally characterize consensus estimates for prospective years further out in time).

The degree of reliability of the market multiples method of valuation depends on an appropriate adaptation of the method itself to the specific valuation in question. In this regard, the similarity, from an operational and financial point of view, between the companies included in the reference sample and the companies subject to valuation is particularly relevant. The significance of the results is, in fact, dependent on the comparability of the sample. The securities of the selected companies shall also present a good degree of liquidity and shall not concern companies whose prices could be influenced by particular contingent situations.

It should be noted that, given the differences between the business models of BMPS and Mediobanca, a specific sample was used in order to better reflect the peculiarities of each company’s business. In particular, for the purpose of the evaluation of BMPS, Intesa Sanpaolo, UniCredit, Banco BPM, BPER, Credito Emiliano and Banca Popolare di Sondrio were taken into consideration, while for the purpose of the evaluation of Mediobanca, Intesa Sanpaolo, UniCredit, FinecoBank, Banca Generali and Banca Mediolanum were taken into consideration.

The market multiples were applied, for BMPS, to the 2025 and 2026 estimates derived from the 2024-28 Business Plan and, for Mediobanca, to the 2025 and 2026 consensus estimates from research analysts (as provided by the information provider FactSet as of the Reference Date).

The following table shows the Price/Projected Earnings multiples for 2025 and 2026 of the selected companies as of the Reference Date, based on the consensus estimates of research analysts for 2025 and 2026, as provided by the information provider FactSet as of the Reference Date. For illustrative purposes and completeness, the table also shows the multiples of Mediobanca based on the prices as of the Reference Date and on the implied valuation of the Consideration based on the BMPS price as of the Reference Date.¹

¹ The content of the above table does not imply any judgment by BMPS on any of the banking companies listed therein, except for Mediobanca, nor does it represent any opinion regarding investment or divestment evaluations related to any financial instrument or security.

For the purposes of the valuation analysis of Mediobanca, in light of the fact that a significant portion of Mediobanca’s profitability is generated by the qualified investment in Assicurazioni Generali S.p.A. (equal to 13.02% as of 30 June 2024), and considering that the latter company is listed, the market valuation has been used in this regard.

For the purpose of applying the target price methodology, the target prices of BMPS’ and Mediobanca’s ordinary shares as indicated by the research analysts relating to the companies, as available up to the Reference Date, and published following the release of BMPS’ and Mediobanca’s preliminary results as of 30 September 2024 (announced on 8 November 2024 and 12 November 2024, respectively) were used.

The valuation methodologies described above have been applied on an individual and business continuity basis for both the Bank and Mediobanca and also taking into account the specific features of the Offer.

In order to determine the exchange ratio, ranges of values were identified for each valuation method, i.e.: (i) for the market multiples method, a range of +/- 15% with respect to the average value and, for (ii) the target price method highlighted by research analysts, a minimum value calculated as the ratio between the minimum target prices of Mediobanca and BMPS and a maximum value calculated as the ratio between the maximum target prices of Mediobanca and BMPS.

On the basis of the analyses carried out according to the evaluation criteria described above, the following findings emerged.

Finally, it should be noted that, the Board of Directors of BMPS has mandated the firm appointed for the statutory audit of BMPS’ accounts, PwC, to prepare, on a voluntary basis and according to the criteria indicated in the ISAE “3000 revised” – limited assurance appointment, a report regarding the adequacy, in so far as is reasonable and nondiscretionary, of the criteria adopted by the same Board for determining the exchange ratio in the context of the voluntary exchange offer, in accordance with the national and international valuation practice and professional techniques applicable to transactions of this nature. Such report is attached to this Information Document as Annex A.

In light of the nature of the Offer as a public exchange offer, the Consideration for the Offer consists of newly issued BMPS Shares.

BMPS has not taken on, and will not take on, any financing related to the payment of the Consideration for the Offer. Specifically, BMPS will meet the needs arising from the obligations to pay the Consideration for the Offer – calculated on the assumption of total acceptance of the Offer based on the maximum number of Shares Subject to the Offer – through the Capital Increase Reserved to the Offer.

If the completion of the Offer results in the legal conditions for the Sell-Out pursuant to Article 108, paragraph 2, of the TUF, and/or the Sell-Out pursuant to Article 108, paragraph 1, of the TUF, and the Squeeze-Out, the remaining Mediobanca shareholders have the right, within the relevant procedure for complying with the Sell- Out pursuant to Article 108, paragraph 2, of the TUF, and/or the Joint Procedure, if applicable, to request payment of the Full Cash Consideration in place of the Consideration.

In this regard, to cover any financial needs arising from the obligations to pay the Full Cash Consideration in place of the Consideration, BMPS plans to use its own resources.

As of the Information Document Date, based on the communications received pursuant to Article 120 of the TUF and other information available to BMPS, the shareholders holding more than 3% of the ordinary share capital or voting rights of BMPS are listed in the following table. 

The percentages shown in the previous table, as published on the Consob website and derived from 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 BMPS website), in cases where subsequent changes in shareholding did not trigger any communication obligation by the shareholders.

For illustrative purposes only, the following table shows the composition of BMPS’ shareholding structure in the event of the issuance of the entire Maximum Share Amount and therefore in an extremely prudent scenario and according to a highly conservative approach that factors in (i) BMPS’ proposed dividend distribution for the financial year as of 31 December 2024 recently approved by the Board of Directors of BMPS and not yet approved by the BMPS’ Shareholders’ Meeting, and (ii) the maximum number of 16,178,862 Additional Shares to serve the Incentive Plans (in the event that they are revised by the competent bodies of Mediobanca to provide for their acceleration, where provided for by the individual Plans, although some Plans provide for the possibility of using Mediobanca treasury shares in its portfolio, instead of the Additional Shares), without taking into account any further circumstances that could lead to a reduction in the number of BMPS shares to be issued to service the Offer (including, by way of example, any possible adjustments due to the ex-dividend date

and/or the payment of the interim dividend pre-announced by Mediobanca on 10 February 2025, and/or the related balance and/or the possible cancellation of its treasury shares by Mediobanca).

As of the Information Document Date, the Bank has issued only ordinary shares and has not issued any shares granting special voting rights or other rights different from those of ordinary shares.

As of the Information Document Date, to the best of BMPS’ knowledge, no entity exercises control over the Bank pursuant to Article 93 of the TUF, and there are no shareholders’ agreements concerning BMPS that are significant pursuant to Article 122 of the TUF.

Without prejudice to BMPS’ decisions regarding the fulfilment (or non-fulfilment) of the Threshold Condition under the terms specified in the Offer Document, the objective of the Offer, in light of the motivations and future plans related to Mediobanca, as further specified below, is to acquire the entire share capital of Mediobanca and achieve the Delisting of the Shares Subject to the Offer, thereby promoting the objectives of integration, synergy creation, and growth between BMPS and Mediobanca.

Over the past three years, BMPS has consistently strengthened its fundamentals, consolidated the sustainability of its business model and improved its risk profile, thereby achieving solid profitability levels. Additionally, the MPS Group has managed to exceed most of the targets of the 2022-2026 business plan two years ahead of schedule and has achieved one of the strongest capital positions in Europe, laying a solid foundation to play an active role in the broader consolidation landscape of the Italian banking sector.

The aggregation between BMPS and Mediobanca, which will be carried out in compliance with the principles of sound and prudent management, operational continuity, and risk control, aims to create a New National Champion by combining two prominent names in the financial services market. The objective is to strengthen the sustainability of the business model, ensuring solid profitability levels in the medium-long term.

BMPS believes that the Offer represents an ideal opportunity for further development and growth for both institutions and allows for a significant creation of value 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 currently experiencing a phase of consolidation, BMPS intends to play an active role, and this potential combination represents a unique opportunity to strengthen its positioning in certain key areas and sectors, also to better seize future growth options. This will increase support for households and businesses, by strengthening overall support to the former, both in terms of financing needs and savings protection and management, and by supporting the latter to capture growth opportunities at domestic and international level. The resulting benefits will also be enjoyed by the territories and the entire Italian economy.

The new group will be able to count on Mediobanca’s distinctive expertise in the areas of Wealth Management, Corporate & Investment Banking and Consumer Finance and of BMPS’ in the Retail and Commercial Banking. Furthermore, the investment in Assicurazioni Generali S.p.A. will also positively contribute to the diversification of revenues of the new MPS Group and will be managed in the same way as the other lines of business, according to a careful discipline for capital optimisation and a strong risk-adjusted profitability approach.

The combination will also offer employees of each institution the opportunity to develop their careers in a larger organisation, enhancing their talent through opportunities for mutual enrichment and integration. At the same time, it will help attracting new high-profile resources, enhancing their skills and professionalism with the aim of consolidating a sustainable and competitive growth model.

Furthermore, the Transaction, in line with an underlying medium/long-term logic, will make it possible to consolidate the sustainability strategies of the two banks, leveraging their respective ESG capabilities to strengthen the positioning of the combined entity and promote its commitment to the communities and territories where it is rooted.

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

Below are the future programs developed by BMPS concerning Mediobanca in the event of completion of the Offer and the achievement of the Potential Acquisition, specifically: (i) a description of the strategic and business objectives of Mediobanca within the MPS Group following completion of the Offer; (ii) a description of the synergies resulting from the strategic and business objectives of Mediobanca within the MPS Group following completion of the Offer.

The acquisition of Mediobanca allows to accelerate the implementation of the strategic guidelines of BMPS’ 2024-28 Business Plan, which focuses on: (i) the growth of specialized activities generating high fees; (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 adoption of a zero-based risk approach for more effective risk management.

BMPS and Mediobanca operate with specialized business models and present multiple complementarities that will allow the creation of a New National Champion with a distinctive and resilient business model, capable of

meeting the needs of households and businesses. This new entity will be characterized by a wide range of banking products, a balanced funding mix, and a solid capital and liquidity position.

Specifically, for the various business lines covered by the two entities, the following strategic development guidelines are expected.

Retail Banking

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

Additionally, BMPS will be able to leverage its nationwide branch network, allowing Compass, 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 BMPS 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 Banca Widiba and Premier, and about 500 bankers, allowing:

Corporate & Investment Banking

The Transaction will enable BMPS’ balance sheet potential to be combined with Mediobanca’s Investment Banking activities and to activate an intensive development programme to support the growth of companies throughout Italy.

The complementarity between the customer segments served (SMEs and Large Corporates) and the range of products offered by BMPS 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, the Capital Markets, the Structured Finance CIB, the access and execution in financial markets, and the 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 BMPS 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 BMPS and increased penetration in the retail customer base through:

Insurance

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

The combination is entirely consistent with BMPS’ strategic guidelines as defined in the 2024-28 business plan and will enable significant revenue growth and major cost and funding synergies, to be achieved by means of a smooth implementation process.

The total expected synergies from the Transaction, once fully operational, amount to approximately Euro 0.7 billion per year before taxes, divided into revenue synergies (Euro 0.3 billion), cost synergies (Euro 0.3 billion), and funding synergies (Euro 0.1 billion). The one-time integration costs necessary to achieve these synergies are estimated at around Euro 0.6 billion before taxes and will be accounted for in the first year.

In terms of revenues, the transaction will generate synergies of approximately Euro 0.3 billion per year, thanks to the expansion of the range of products and services for households and businesses, the development of an integrated offer to the respective customer bases, the strengthening of the capacities of the product factories and an increase in the penetration and expansion of the reference markets, according to the strategic and business objectives of the Transaction. In particular, a significant contribution is expected from the increased penetration of consumer credit and mortgage products, the integration of the investment value chain, the sharing of best practices in asset gathering, the provision of Advisory services to BMPS’ corporate customers and the strengthening of the offering to small business and SMEs, leveraging the joint network of the new entity.

The transaction will also generate significant cost synergies in terms of administrative expenses and will allow for the targeted optimisation of overlapping functions. In addition, savings will be derived from the rationalization of the combined investment plan of the two banks, thus avoiding duplication of investments in the areas subject to the combination.

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

Furthermore, the combination will allow synergies in funding to be realized for approximately Euro 0.1 billion per year due to a more balanced funding mix, leveraging BMPS’ commercial funding capacity and optimizing the combined entity’s wholesale funding position.

The industrial project, characterized by the significant complementarity of the two business models (which significantly reduces the execution risk), will be carried out with a straightforward integration and one-off integration costs estimated at approximately Euro 0.6 billion before taxes, expensable in the first year.

The transaction also aims to accelerate the utilization of Deferred Tax Assets (“DTA”) held by BMPS, by leveraging a higher consolidated tax base and recording Euro 1.3 billion of DTA (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 DTA will generate a significant capital benefit (Euro 0.5 billion per year), in addition to the net result.

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

Shareholders will benefit from a dividend policy that is sustainable over time, with growth in the dividend per share, while confirming BMPS’ solid capital position (pro-forma Common Equity Tier 1 ratio of approximately 16% upon completion of the transaction).

It should be noted that, as of the Information Document Date, the Board of Directors of BMPS has not resolved any extraordinary transactions and/or corporate reorganizations following the successful outcome of the Offer.

In the event of completion of the Offer, and also following the Delisting of Mediobanca, BMPS does not rule out the possibility of evaluating the opportunity to carry out extraordinary transactions and/or corporate and business reorganizations in the future, in line with the objectives and motivations of the Transaction, which will be deemed appropriate to ensure the integration of BMPS and Mediobanca’s activities, balancing the interests of all stakeholders involved.

As of the Information Document Date, there are no significant relations or agreements between BMPS, directly or indirectly through subsidiaries, and the Mediobanca Group, besides the existing distribution agreement with Compass, BMPS’ partner in the consumer credit brokerage business.

As of the Information Document Date, there are no significant relations or agreements between BMPS, its controlled companies, executives, members of its board of directors, and the shareholders of Mediobanca.

For the sake of clarity, it is noted that certain entities holding stakes greater than 3% in Mediobanca also hold significant stakes (i.e., greater than 3%) in BMPS. Furthermore, a BMPS’ representative, appointed as a non- independent director, is a close relative of a significant shareholder of Mediobanca.

The following documents are made available to the public at the registered office of Banca Monte dei Paschi di Siena S.p.A., on the company’s website (https://www.gruppomps.it/en/ section “Corporate Governance – Transactions with Related Parties”), and on the authorized storage mechanism “eMarketSTORAGE” at www.emarketstorage.com:

The Bank believes that the Transaction will not have relevant effects on the key factors of BMPS’ activity and its business, considering that Mediobanca carries out complementary activities in similar and related sectors and areas.

Following the Transaction, the Bank will enhance its product and service offerings for households and businesses, developing an integrated offering for their respective customer bases, increasing market penetration, and expanding target markets. The aggregation between BMPS and Mediobanca, which will be carried out in compliance with the principles of sound and prudent management, operational continuity, and risk oversight, aims to create a New National Champion by combining two prominent brands in the financial services market, with the objective of strengthening the sustainability of the business model, ensuring solid profitability levels in the medium-long term. For further information in this regard, please refer to Paragraph 2.2.

Additionally, for more information on the financial, economic, and capital effects, please refer to the subsequent Paragraphs 4 and 5.

No significant consequences are expected on the strategic lines relating to commercial and financial relations and centralised services between the companies of the MPS Group.

Below are the reclassified consolidated balance sheet and income statement of the Mediobanca Group for the financial years as of 30 June 2024 and 30 June 2023.

Below are some explanatory notes to the reclassified consolidated balance sheet items as of 30 June 2024, of the Mediobanca Group, extracted from the consolidated financial statements of the Mediobanca Group as of 30 June 2024.

The Group’s total assets increased from Euro 91.6 billion to Euro 99.2 billion, largely due to increased treasury activities matched by short-term liabilities. The main balance sheet items show the following trend:

Net treasury investments, equal to the imbalance of the financial assets held for trading and Treasury investment and cash and Treasury collection and Financial liabilities held for trading, increased from Euro 5 billion to Euro 6.4 billion, due to greater investments in shares and bonds (as of 30 June 2024 equal to Euro 3.9 billion and Euro 3.5 billion, respectively) aimed at seizing market opportunities and improving results, supported by repurchase agreement and secured financing transactions (an increase of Euro 6.3 billion). Cash and cash equivalents deposited with the European Central Bank decreased from Euro 3.5 billion to Euro 2.6 billion.

Debt securities in the banking book amounted to Euro 11.3 billion (+8.3% compared to 30 June 2023), of which Euro 6.6 billion classified in the Hold to Collect & Sell (HTC&S) portfolio and Euro 4.6 billion in the Hold to Collect (HTC) portfolio, 78% of which are government bonds (Euro 8.9 billion), of which Euro 5.4 billion are Italian government bonds; the favourable market trend improves the valuation reserve from Euro - 73.2 million to Euro -9.2 million, reducing the unrecognised capital losses of HTC securities from Euro 85.4 million to Euro 44.2 million.

Loans to customers amount to Euro 52.4 billion, virtually unchanged compared to 30 June 2023, with growth in Consumer Finance (+5.1%, from Euro 14.5 billion to Euro 15.2 billion) – mainly driven by personal loans – which offset the decline in Corporate and Investment Banking (-3.2%, from Euro 19.6 billion to Euro 19 billion) which continues to suffer from weak demand in the Large Corporate segment (-4.3%, from Euro 16.7 billion to Euro 16 billion) despite the resilience of Factoring Services which stands at Euro 2.9 billion (+3.1% compared to June 2023). In the Wealth Management sector, the relevant figure recorded is Euro 16.8 billion, substantially unchanged compared to 30 June 2023.

Gross non-performing assets amount to Euro 1,336.7 million, showing a substantially stable trend compared to the previous year, accounting for 2.5% of total loans and with a hedging equal to 69%.

Investment securities increased from Euro 4.4 billion to Euro 4.7 billion, of which Euro 3.8 billion related to equity investments valued using the equity method, Euro 0.3 billion to investments in funds and Euro 0.6 billion to equity securities (including participatory instruments).

Funding as of 30 June 2024 amounted to Euro 63.7 billion, an increase of Euro 3.2 billion compared to last year, due to: (i) an increase in paper-based collection of Euro 5.3 billion as a result of new issuances of Euro 8.2 billion and repayments of Euro 2.9 billion, (ii) a reduction of Euro 4.3 billion in the T-LTRO quota (which went from Euro 5.6 billion to Euro 1.3 billion), and finally (iii) an increased in interbank funding of Euro 2.4 billion due to the inclusion of some non-recurring transactions.

Own funds amount to Euro 11.2 billion (Euro 11.3 billion as of 30 June 2023): the result for the year (Euro 1,273.4 million) is largely absorbed by the payment of dividends (of which the 2023 portion is equal to Euro 713.4 million and the 2024 interim dividend is equal to Euro 421.2 million); the decrease of Euro 158.7 million in the cash flow hedge valuation reserve is partially balanced by the increase (equal to Euro 40 million) of the reserve on financial assets with impact on overall profitability.

Reclassified consolidated income statement as of 30.06.2024 and 30.06.2023

Below are some explanatory notes to the reclassified consolidated income statement items as of 30 June 2024 of Mediobanca Group, extracted from the consolidated financial statements of the Mediobanca Group as of 30 June 2024.

The interest margin, equal to Euro 1,984.8 million, increased by 10.2% compared to the previous year, mainly due to the dynamics of Wealth Management.

Treasury income amount to Euro 172.2 million, down by 16.3% compared to last year.

Net commissions amounted to Euro 939.4 million (+11.5% compared to 30 June 2023) and mainly consisted of the following lines of business: Wealth Management amounted to Euro 489.4 million (+8.9% compared to last year), Corporate and Investment Banking amounted to Euro 360.6 million (+24.6% compared to 30 June 2023) and finally Consumer amounted to Euro 145.1 million (+5.7% compared to 30 June 2023).

Insurance valuations and other investments in accordance with the equity method are up 12.4% compared to the previous year due to the positive performance of Assicurazioni Generali (up from Euro 442.8 million to Euro 503 million).

Structure costs amounted to Euro 1,542.2 million (+9.1% compared to last year) with labour costs accounting for Euro 804.5 million (+10.5% compared to 30 June 2023) and administrative expenses for Euro 737.7 million (+7.7% compared to the previous year). The growth in the workforce (+216 resources) and the effects of contract renewals are reflected in the higher fixed component of remuneration, to which the variable portion is added. The trend in administrative costs remains linked to IT expenditure (+8.7%, from Euro 276 million to Euro 309 million). Marketing expenses also increased (+8%), as did travel and entertainment expenses.

Value adjustments on loans amounted to Euro 252.1 million (Euro 270.1 million recorded as of 30 June 2023), equal to a cost of risk of 48 bps, down by 4 bps compared to last year.

Value adjustments on other financial assets were positive for Euro 13.9 million (negative for Euro 7.3 million as of 30 June 2023) mainly due to write-backs of investment funds in the banking book portfolio.

Other profits/(losses) equal to Euro -90.2 million (Euro -185.8 million as of 30 June 2023) of which: (i) Euro 50.7 million for contributions to resolution funds, of which Euro 48.1 million for the Interbank Fund (Deposit Guarantee Schemes) and Euro 2.6 million for the Single Resolution Fund; (ii) Euro 31.7 million for the adaptation of the RAM brand; (iii) Euro 6.8 million of additional amortisation following the life recalculation of a large part of the IT software programs, and finally (iv) Euro 1 million relating to the Messier & Associés brand.

In light of these dynamics, the 2024 financial year closes with a net profit of Euro 1,273.4 million, with an increase of 24.1% compared to Euro 1,026.0 million recorded as of 30 June 2023.

Below are the reclassified consolidated balance sheet and income statement of the Mediobanca Group as of 31 December 2024, compared with the data as of 30 June 2024 as regards the balance sheet, and the data as of 31 December 2023 as regards the income statement.

Reclassified consolidated balance sheet as of 31.12.2024 and 30.06.2024

Below are some explanatory notes to the reclassified consolidated balance sheet items as of 31 December 2024 of the Mediobanca Group, extracted from the Mediobanca Group’s financial report as of 31 December 2024.

The Group’s total assets increased from Euro 99.2 billion to Euro 99.9 billion, and in detail:

Net treasury investment, equal to the imbalance of Financial assets held for trading and Treasury investments and cash and Treasury collection and Financial liabilities held for trading, went from Euro 6.4 billion to Euro 4.6 billion due to the use of part of the liquidity deposited with the ECB (Euro 1.5 billion) collected to cover the T-LTRO repayment; at the same time, deposit liabilities increased (from Euro 0.4 billion to Euro 1.1 billion).

Debt securities in the banking book increased from Euro 11.3 billion to Euro 12 billion, of which Euro 5.2 billion in the HTC portfolio, Euro 6.4 billion in the HTC&S portfolio and Euro 0.4 billion in the assets designated at fair value; the position in Italian government bonds increased from Euro 5.4 billion to Euro 6.1 billion, maintaining an average duration of approximately 2 years. The portfolio shows positive valuation reserves of Euro 42.8 million and unrealized capital gains in the HTC sector of Euro 7.9 million.

Customer loans increased from Euro 52.4 billion to Euro 53.9 billion, driven by the recovery of Corporate and Investment Banking (from Euro 19 billion to Euro 19.9 billion), while Factoring slightly declined (-8.3%, from Euro 3 billion to Euro 2.7 billion), penalised by the crisis in the automotive sector. Consumer Finance maintained a growth trend (+2.4% compared to 30 June 2024, from Euro 15.2 billion to Euro 15.6 billion) as did Wealth Management (+1.4% from Euro 16.9 billion to Euro 17.1 billion).

Gross non-performing assets amounted to Euro 1,379 million (Euro 1,336.7 million as of 30 June 2024), with a 2.5% incidence on loans and a 69.4% coverage.

Investment securities increased from Euro 4.7 billion to Euro 5 billion, of which Euro 4.1 billion related to equity investments valued using the equity method, Euro 651.2 million to investments in funds and Euro 248.3 million to equity securities (including participatory instruments).

Funding increased from Euro 63.7 billion to Euro 64.2 billion, with debt securities accounting for Euro 28.7 billion (Euro 27.6 million as of 30 June 2024), after new issuances for Euro 3.1 billion and redemptions for Euro 2 billion. Wealth management deposits increased from Euro 27.9 billion to Euro 28.2 billion, while interbank borrowing increased from Euro 6.8 billion to Euro 7.3 billion.

Own funds remain unchanged at Euro 11.2 billion: the result for the period (Euro 660 million) is absorbed by the payment of the balance of the 2024 dividend (Euro 464 million), the trend in valuation reserves (which increase liabilities from Euro -68.6 million to Euro -152.3 million) due to the lower cash flow hedge reserve (from Euro 113.7 million to Euro -36.6 million) closely linked to the trend in market rates.

Reclassified consolidated income statement as of 31.12.2024 and 31.12.2023      

Below are some explanatory notes to the reclassified consolidated income statement items as of 31 December 2024 of the Mediobanca Group, extracted from the Mediobanca Group’s financial report as of 31 December 2024.

Interest margin stands at Euro 978.9 million, down by Euro 17.6 million compared to 31 December 2023 but with a recovering quarterly trend (Euro 493.9 million against 485 million).

Treasury income, equal to Euro 91.8 million, mirrors last year’s levels (Euro 93.4 million).

Net commissions amount to Euro 546.7 million (+29.5% compared to 31 December 2023) and are mainly composed of the following business lines: Wealth Management totalled Euro 270.4 million (+12.5% compared to last year); Corporate and Investment Banking totalled Euro 233.7 million (+75.2% compared to December 2023) and finally Consumer totalled Euro 72.2 million (Euro 70.9 million in December 2023).

Insurance Valuations and other investments at equity method increased from Euro 218.6 million to Euro 230.3 million (+5.4%) due to the performance of Assicurazioni Generali (from Euro 215.1 million to Euro 226.7 million). Other investments contributed to Euro 3.6 million.

Structure costs, equal to Euro 780.1 million, increased by 6.1% compared to 31 December 2023; more specifically: labour costs stand at Euro 419.1 million (+9.7% compared to December 2023) and reflect an increase in resources (from 5,369 to 5,510) concentrated in the business areas, as well as the alignment with the performance of the Corporate and Investment Banking variable; administrative expenses rose from Euro 353.2 million to Euro 361.

Loan loss provisions remain stable at Euro 133.4 million with a cost of risk equal to 50bps (51 bps last year).

Value adjustments on other financial assets show write-backs of Euro 10.7 million (write-backs of Euro 5.1 million as of 31 December 2023), of which Euro 8.4 million related to the improvement in the fair value of investment funds and Euro 2.3 million related to HTC&S debt securities.

Other profits/(losses) with a negative balance of Euro 13.6 million (negative for Euro 25.2 million as of 31 December 2023) include costs for: i) Euro 6 million deriving from the effects of earn-outs in partnerships; ii) Euro 3.6 million for the adjustment of risk provisions mainly related to lawsuits and indemnities, and finally iii) Euro 4 million relating to non-recurring costs.

Considering these dynamics, the half-year ended 31 December 2024 closed with a net profit of Euro 659.7 million, with an increase of 7.9% compared to Euro 611.2 million recorded on 31 December 2023.

This section presents the pro-forma consolidated balance sheet as of 31 December 2024, and the pro-forma consolidated income statement for the year ended 31 December 2024, along with the related explanatory notes of the MPS Group (the “Pro-Forma Consolidated Financial Information”).

The Pro-Forma Consolidated Financial Information has been prepared for the purpose of being included in this Information Document to retroactively reflect on the historical data of the MPS Group, the effects of the Potential Acquisition.

The Potential Acquisition will be carried out through the Offer promoted by BMPS, pursuant to and for the purposes of Articles 102 and 106, fourth paragraph, of the TUF, as well as the applicable implementing provisions of the Issuers’ Regulations, concerning all the ordinary shares of Mediobanca, for a maximum of 833,279,689 ordinary shares, representing all the ordinary shares issued by Mediobanca as of the Information Document Date (including the 18,820,138 treasury shares held by Mediobanca), as well as any Additional Shares (for a maximum amount of No. 16,178,862 ordinary shares).

Ordinary shares of Mediobanca may not be tendered in acceptance of the Offer if they are held, directly or indirectly (including through trust companies or third parties), by BMPS and, therefore, such shares will not be considered subject to the Offer.

If all Conditions of Effectiveness are met or waived, in whole or in part, and the Offer is finalized, pursuant to the Offeror’s Communication, BMPS will provide, for each Mediobanca share tendered in acceptance of the Offer, a Consideration not subject to adjustment (except as indicated below), consisting of 2.300 newly issued shares of the Offeror resulting from the Capital Increase Reserved to the Offer.

Therefore, for every 10 (ten) Shares Subject to the Offer tendered in acceptance of the Offer, 23 (twenty-three) new BMPS Shares will be provided.

The Consideration has been determined by the BMPS Board of Directors under the assumption that, prior to the Payment Date of the Offer: (x) neither Mediobanca nor the Offeror will approve or carry out any ordinary (including interim dividends) or extraordinary distributions of dividends from profits and/or other reserves; and (y) Mediobanca will not approve or carry out any transaction involving its share capital and/or Mediobanca shares.

As indicated in the Offeror’s Communication, the Offer Consideration may be subject to adjustments. In particular, it is provided, inter alia, that “If, prior to the Payment Date (as defined below), the Issuer and/or the Offeror were to pay a dividend (including an interim dividend) and/or make a distribution of reserves to its shareholders or, in any event, the coupon relating to dividends resolved but not yet paid by the Issuer and/or MPS, as the case may be, is detached from the Mediobanca Shares and/or the shares of MPS, the Consideration shall be adjusted to take account of the dividend distributed (or the related interim dividend) or the reserve distributed.” In addition, the Offeror’s Communication provides further cases for Consideration adjustment, specifically the case in which Mediobanca should approve or proceed with any action on Mediobanca’s capital and/or Mediobanca Shares, while retaining the Offeror’s right to invoke (or waive) the relevant Condition of Effectiveness, where applicable, related to such specific event.

In light of the above, it should be noted that, on 6 March 2025, the Board of Directors of BMPS resolved to propose to the ordinary Shareholders’ Meeting of the Bank the allocation of a total of Euro 1,083 million deriving from the net profit resulting from the draft financial statements as of 31 December 2024 (equal to Euro 1,923 million), to its Shareholders, as a dividend corresponding to Euro 0.86 per share. The dividend, subject

to the approval of the shareholders’ meeting, will be paid on 21 May 2025, with an ex-dividend date on 19 May 2025 (record date 20 May 2025).

Furthermore, it should be noted that, on 10 February 2025, Mediobanca’s Board of Directors announced to the market – on the occasion of the approval of Mediobanca’s half-year report as of 31 December 2024 – the distribution of an interim dividend to its shareholders in May 2025 (and the corresponding balance in November 2025). In the event that the coupon of the aforesaid interim dividend (and the corresponding balance) is actually detached, or the interim dividend (and the corresponding balance) is paid before the payment date of the Offer, the Consideration will be consequently and consistently adjusted to take this circumstance into account.

Separately, and in any event, the Consideration may be further adjusted upon the occurrence of the other events indicated in the Offeror’s Communication and mentioned above.

Any adjustment to the Consideration as a result of the foregoing will be disclosed in the manner and within the timeframes prescribed by the applicable law.

Finally, in the event that the Board of Directors of Mediobanca, in execution of the delegation granted by the extraordinary Shareholders’ Meeting of Mediobanca on 28 October 2024, proceeds – prior to the Payment Date of the Offer – with the cancellation of the Treasury Shares purchased in execution of the authorization from the same ordinary Shareholders’ Meeting of Mediobanca on 28 October 2024, and/or any transactions to reduce the number of outstanding Mediobanca shares and/or the payment of the interim dividend or the related balance thereof, and subject to adjustments and/or modifications relating to the content and/or structure of the Offer, it will not be necessary to issue the entire Maximum Share Amount.

The Pro-Forma Consolidated Financial Information prepared in accordance with Annex 20 of the Commission Delegated Regulation (EU) 2019/980, supplemented by the guidelines on disclosure requirements under the prospectus regulation (32-382-1138), published by ESMA (the “ESMA Guidelines”) and considering Consob Communication No. DEM/1052803 of 5 July 2001, have been drawn up in order to simulate, according to certain valuation criteria consistent with historical data and in compliance with the applicable regulations, the effects of the Potential Acquisition on the economic performance and financial position of the MPS Group as if the acquisition had virtually occurred on 31 December 2024, for the pro-forma consolidated balance sheet and 1 January 2024, for the pro-forma consolidated income statement.

The Pro-Forma Consolidated Financial Information has not been prepared in accordance with the requirements of Regulation S-X under the U.S. Securities Act, nor according to any generally accepted accounting standards. Additionally, the assumptions underlying the Pro-Forma Consolidated Financial Information have not been subject to review or audit according to any generally accepted auditing standards.

The Pro-Forma Consolidated Financial Information has been prepared in accordance with the accounting standards adopted by the MPS Group for the preparation of the consolidated financial statements as of 31 December 2024 and should be read together with such financial statement. The information contained in the pro-forma consolidated financial information represents a simulation provided for illustrative purposes only of the possible effects resulting from the Potential Acquisition. Specifically, since the pro-forma data has been prepared to retrospectively reflect the effects of subsequent transactions, although following generally accepted rules and using reasonable assumptions, there are inherent limitations by virtue of the nature of such data. By their very nature, they cannot provide a representation of the financial position and prospective results of the

MPS Group. Therefore, to correctly interpret the information provided in the pro-forma consolidated financial information, it is necessary to consider the following aspects:

It should be noted that, in accordance with the aforementioned regulation, the Pro-Forma Consolidated Financial Information does not reflect either the costs or the synergies that will derive from the envisaged transaction for the entity resulting from the integration of the Mediobanca Group into the MPS Group. In particular, the aforementioned charges for the integration of the Mediobanca Group within the MPS Group have not been subject to pro-forma adjustments as they concern hypothetical future actions that are expected to be implemented only in the event of completion of the Potential Acquisition through the Offer, in order to achieve the objectives of the transaction (which also include the aforementioned synergies), on the basis of agreements and contracts which will also be signed only in the event of completion of the Potential Acquisition. Likewise, the expected tax benefits following tax planning after the aggregation are not reflected. In other words, the pro-forma consolidated financial information does not include the acceleration in the use of deferred tax assets associated with the MPS Group’s previous tax losses, consequent to the Mediobanca Group joining BMPS’ tax consolidation.

The Pro-Forma Consolidated Financial Information has been prepared starting respectively from (i) the consolidated financial statements as of 31 December 2024 of the MPS Group, (ii) the consolidated financial statements as of 30 June 2024 and the condensed consolidated half-year financial statements as of 31 December 2024 and 31 December 2023 of the Mediobanca Group, prepared in accordance with the IAS/IFRS accounting standards adopted by the European Union, as well as applying the pro-forma adjustments as described in the following paragraphs. With regard to the accounting standards adopted by the MPS Group and the Mediobanca Group for the preparation of historical consolidated data, please refer to the contents of the respective financial statements mentioned above (“Part A – Accounting Policies”). In this regard, it should be noted that, based on the preliminary analyses carried out, the aforementioned standards are substantially aligned for the two banking groups. However, it should be noted that, there may be some differences deriving from the possibility of choosing between different options provided for by IAS/IFRS or deriving from different methods or parameters used for the valuation of assets and liabilities. In this regard, it should be noted that, in the consolidated financial statements as of 31 December 2024, with reference to properties for functional use, the MPS Group adopted the revaluation model, while the Mediobanca Group adopted the cost model, and with reference to properties held for investment purposes, the MPS Group adopted the fair value model, while the Mediobanca Group adopted the cost model. Furthermore, starting from 1 January 2018, the date when IFRS 9

came into force, the MPS Group has taken advantage of the possibility to continue to fully use the provisions of international accounting standard IAS 39 (in the carved out version approved by the European Commission) for “hedge accounting” for each type of hedge (both for specific and generic hedges); on the other hand, the Mediobanca Group has chosen to adopt the provisions of IFRS 9 for the accounting of specific hedges, with the exception of the specific cases provided for in IFRS 9 (par. 6.1.3) and not governed by the same and concerning generic hedges which, however, do not appear to be applied by the Mediobanca Group.

In any case, it should be noted that, the differences represented above will be cancelled when allocating the consideration transferred (so-called “Purchase Price Allocation”) in accordance with IFRS 3, through a process of alignment with the options, permitted by IAS/IFRS, adopted by the MPS Group and through the recognition at fair value of the assets and liabilities of the acquired entity considering parameters and valuation techniques consistent with those used by the Bank.

The pro-forma data reported below does not reflect the effects of any transactions involving the sale of branches or business units that may take place as part of the investigation conducted by the competent antitrust authority in relation to the combination with the Mediobanca Group. To date, these transactions have not even been defined on a preliminary basis, making it impossible to identify and quantify the related economic and financial impacts in a timely, objective, and verifiable manner. However, it should be noted that, the MPS Group has a reasonable expectation that any corrective measures will not have a significant impact.

The tax effects on individual pro-forma adjustments have been calculated based on a nominal tax rate of 33%.

The Pro-Forma Consolidated Financial Information has been prepared based on financial information derived from:

The financial information relating to the consolidated income statement of the Mediobanca Group for the 12- month period ended 31 December 2024 has been determined as the sum of: (i) the income statement for the 6- month period ended 30 June 2024 determined as the difference between the income statement for the year ended 30 June 2024, extracted from the consolidated financial statements of the Mediobanca Group as of 30 June 2024, and the income statement for the six-month period ended 31 December 2023, extracted from the condensed consolidated half-year financial statements of the Mediobanca Group as of 31 December 2023, and (ii) the income statement for the six-month period ended 31 December 2024, extracted from the Mediobanca Group’s condensed consolidated half-year financial statements as of 31 December 2024. This is because the consolidated financial statements of BMPS and Mediobanca have different financial year-end dates, 31 December 2024 for the Bank and 30 June 2024 for Mediobanca, respectively.

The pro-forma consolidated financial information consists of the pro-forma consolidated balance sheet and the pro-forma consolidated income statement as of 31 December 2024, presented as follows:

The pro-forma adjustments, as illustrated below, have been made in accordance with the general principle that the transactions recognised in the balance sheet are considered to have taken place at the end of the reference period, while for the income statement it is assumed that the transactions took place at the beginning of the same period.

As indicated in the introduction, at the date of preparation of this Pro-Forma Consolidated Financial Information, some information that would ordinarily be available when preparing pro-forma data is not yet known, as the Offer has not yet commenced, the respective Conditions of Effectiveness have not yet been satisfied or waived, in whole or in part, and, therefore, the relative outcomes remain uncertain. In this regard, it should be noted that, this Pro-Forma Consolidated Financial Information has been prepared on the basis of assumptions, evaluations and valuations consistent with the information available at the date of the Offeror’s Communication.

5.2.3.1 Pro-forma consolidated balance sheet as of 31 December 2024

The item “Goodwill from transaction” represents the difference between the consideration transferred and the consolidated net equity of the Mediobanca Group as of 31 December 2024, adjusted as described in Paragraph 5.2.4.2. It should be noted that, as of the date of completion of the Potential Acquisition, if this difference is positive, it will give rise to goodwill, which will be presented in the balance sheet as an intangible asset; if it is negative, it will give rise to a gain from a bargain purchase that will be presented in the income statement.

In the case at hand, based on the assumptions and values used in the preparation of this Pro-Forma Consolidated Financial Information, since the Potential Acquisition would lead to goodwill, the related amount has been represented in the assets of the balance sheet.