Banca Monte Dei Paschi Di Siena S.p.a. · MIL:BMPS
Banca Monte Dei Paschi Di Siena — Merger or Acquisition (October 2026)
42 slides from Banca Monte Dei Paschi Di Siena's merger presentation, Oct 1, 2026
Slide 1: An Elevated National Champion
An Elevated National Champion Banking. Advisory. Wealth. Voluntary Public Exchange Offers announced by Banca Monte dei Paschi di Siena for all the ordinary shares of Banco BPM and Banca Generali 1 October 2026
Slide 2: Setting the Standard for Italian Banking and Wealth Management
Setting the Standard for Italian Banking and Wealth Management Shareholder approval of the voluntary exchange offers for Banco BPM and Banca Generali empowers the Board to further assess all available alternatives and have the optionality necessary to maximise value for our shareholders Creating a S
Slide 3: Offer Terms and Timeline
Offer Terms and Timeline A Stronger, More Competitive and Resilient Bank Compelling Value to Shareholders Demonstrated Ability to Realise Value An Optimal Alternative for Shareholders
Slide 4: Transforming MPS into a Diversified Italian Banking Champion
Transforming MPS into a Diversified Italian Banking Champion The Board seeks shareholder approval 1 to pursue acquisitions of Banco BPM and Banca Generali, and issue a €4bn Extraordinary Distribution to shareholders if at least one of the two offers is successful Item 1 2 Approve Proposal to final
Slide 5: Expected Timeline of Banco BPM and Banca Generali Offers
Expected Timeline of Banco BPM and Banca Generali Offers 21 -Aug Deal announcement and MPS’s notices pursuant to Art. 102 9-Sep Offer Documents filed EGM to approve the capital increases, the Offers, the Extraordinary Distribution 29-Oct pursuant to Art. 104 and the Mediobanca merger Nov/Dec
Slide 6: Shareholders Are Asked to Lift the Passivity Rule Restrictions
Shareholders Are Asked to Lift the Passivity Rule Restrictions Passivity Rule Requirement: Under Article 104 of the Italian Consolidated Law on Finance (TUF), a Board cannot take action or pursue transactions that may adversely affect a pending takeover bid, unless the action has been approved by
Slide 7: A Stronger, More Competitive and Resilient Bank
Offer Terms and Timeline A Stronger, More Competitive and Resilient Bank Compelling Value to Shareholders Demonstrated Ability to Realise Value An Optimal Alternative for Shareholders
Slide 8: Strategic Rationale Driven by a Rapidly Consolidating Environment
Strategic Rationale Driven by a Rapidly Consolidating Environment ANNOUNCED BIDS WHAT IT NOW TAKES TO WIN MPS + Banco BPM + Announced Bidder Target Banca Generali NEED FOR GREATER SCALE ✓ 16 -Sep -24 Technology, compliance and regulatory costs are largely fixed and require a materially larger client
Slide 9: Banco BPM Naturally Complements our Existing Footprint
Banco BPM Naturally Complements our Existing Footprint… Analysts have long recognised the industrial logic of a combination “…a possible BAMI-MPS combination makes a lot of sense due to complementary strengths and significant synergy potential ... A deal should create substantial value by exploiting
Slide 10: Banca Generali Is an Accelerator of MPS's Wealth Management Ambitions
…While Banca Generali Is an Accelerator of MPS's Wealth Management Ambitions BANCA GENERALI: A READY -MADE PLUG -AND -PLAY ACQUISITION IMMEDIATE STRATEGIC UPSHIFT GROWTH PLATFORM PRESERVE WEALTH AND SAVINGS HUB €117bn Banca Generali Total SCALE 1 Adviser -led model, client relationships €810bn combi
Slide 11: Unites Three Highly Complementary, Leading Platforms
Unites Three Highly Complementary, Leading Platforms #1 bank by branch network in Italy1, The anchor of ..the territorial ..excellence in convergence... complement… wealth management #2 by customer loans in Italy2 Geographic Wealth Management Capital strength complementarity specialisation CET1 rati
Slide 12: The Combined Entity Will Generate Higher Fee Income
The Combined Entity Will Generate Higher Fee Income… Scaled access and origination support cross -selling across wealth management, 1 RETAIL & COMMERCIAL insurance and payments 2 CONSUMER FINANCE Specialist underwriting and enlarged client access improve risk -adjusted growth ASSET GATHERING & 3 WEA
Slide 13: Build upon MPS and Mediobanca's Strong Foundation
…and Build upon MPS and Mediobanca's Strong Foundation Creates one of Italy’s largest banking groups combining complementary regional footprints UNMATCHED NATIONAL SCALE AND REACH with c.2,915 branches and leading positions across customer loans, funding and financial assets Combines scaled distribu
Slide 14: Straightforward Execution: One Complementary Integration and One Strategic Bolt-On
Straightforward Execution: One Complementary Integration and One Strategic Bolt-On Integration process successfully progressing with clear execution profile • Mediobanca combination is already under way, with its integration framework already embedded in MPS business plan Mediobanca • Mediobanca int
Slide 15: Scaling MPS into an Italian Banking Champion with a Credible Case for Re-rating
Scaling MPS into an Italian Banking Champion with a Credible Case for Re -rating “The deal would combine MPS’s traditional commercial banking business with B BPM ’s strong franchise in small and medium -sized enterprise and corporate banking… and Banca Generali’s wealth - and savings -management cap
Slide 16: A Leading Platform for Italian Households and Businesses
A Leading Platform for Italian Households and Businesses Ranking by customer loans (€bn) Ranking by total assets (€bn) 328 1 960 245 870 148 2 143 466 129 100 98 67 62 51 242 206 205 168 23 94 94 93 90 3 18 Player 1 Player 2 Player 4 Player 6 Player 7 Player 8 Player 9 Player 10 Player 1 Player 2 Pl
Slide 17: Extensive Regional Footprints Across Italy
Extensive Regional Footprints Across Italy Complementary access to the most productive and wealthiest regions in Northern Italy #1 4 8 12 Branch network in Italy 34 7 41 2 4 6 234 176 493 159 727 335 47 151 198 Total branches in Italy 101 149 250 25 72 97 c.1,550 Privileged footprint in Central and
Slide 18: Geographic Expansion Consistent with Our Strategic Direction
Geographic Expansion Consistent with Our Strategic Direction Scale at European level 1 Leading domestic position Ranking by Market Capitalisation (€bn, market data as of 19 August 2026) #2 in Italy by customer loans and Bank 1 180 #1 by branch network Bank 2 137 Bank 3 124 Bank 4 119 Bank 5 118 Bank
Slide 19: Bringing More Products to More Clients
Bringing More Products to More Clients Expanding Reach Across Complementary Client Segments and Scaling Product Factories Across the Group # of clients (m) 11 Clients +c.4m Branches 7 +c. 1,365 Financial advisers & Private Bankers +c. 2.8k 2025A Pro forma Source: Company information . 19
Slide 20: Compelling Value to Shareholders
Offer Terms and Timeline A Stronger, More Competitive and Resilient Bank Compelling Value to Shareholders Demonstrated Ability to Realise Value An Optimal Alternative for Shareholders
Slide 21: A Compelling Value Proposition for MPS Shareholders
A Compelling Value Proposition for MPS Shareholders A Step -Change in Domestic #2 bank in Italy and scaled wealth and savings platform with €810bn total financial assets 1 1 and European Scale Top -10 European bank by market cap (c.€80bn pro -forma 2 ) A Powerful Combination of 2 Product Capabil
Slide 22: The Combination Would Be Accretive Across Key Financial Metrics
The Combination Would Be Accretive Across Key Financial Metrics… Revenues 2025 (€bn) 1 Cost / Income 2025 (%) 1 Net Income 2025 (€bn) 1,2 Key Considerations 10 p.p. +100% c.15 improvement +150% 46 c.6 ▪ Step -change in scale: c.€15bn pro -forma 2025A revenues, +100% vs. MPS standalone, including c.€
Slide 23: Delivering Superior Returns and Distributions
…Delivering Superior Returns and Distributions Cumulated Distributions 2026 -2030 Key Considerations RoATE 2029 1,2 for MPS Shareholders (€bn) +6 p.p. >19% +19% >19 3 ▪ Superior returns: >19% RoATE 2029, improving +6 13% p.p. vs. MPS standalone ▪ Enhanced capital return: >€19bn cumulative distributi
Slide 24: Combination Creates a Leading Wealth and Savings Platform with €810bn Total Financial Assets
Combination Creates a Leading Wealth and Savings Platform with €810bn Total Financial Assets… Combined Total Financial Assets (“TFA”) 1 (2025A) 117 396 810 120 (€bn) 177 Combined Source: Company information. Notes: MPS assumed pro -forma for 100% of Mediobanca. Pro -forma figures for the combined en
Slide 25: Expected to Generate Tangible Value Through Sizeable Industrial Synergies
…Expected to Generate Tangible Value Through Sizeable Industrial Synergies ~€1.2bn ~€0.6bn ~€1.8bn Cost synergies Revenue & funding synergies Total synergies • Rationalisation of • Coordination and • Synergies expected to be operational processes and optimisation of product fully realised by 2029 op
Slide 26: Demonstrated Ability to Realise Value
Offer Terms and Timeline A Stronger, More Competitive and Resilient Bank Compelling Value to Shareholders Demonstrated Ability to Realise Value An Optimal Alternative for Shareholders
Slide 27: MPS Has Significantly Outperformed Since the Recapitalisation
MPS Has Significantly Outperformed Since the Recapitalisation Share Price Performance rebased to 100 850 EURO STOXX MPS FTSE ITA Banks Banks Since MPS Rights Issue 1 669% 334% 245% PLT slate ranks first at AGM 15 -Apr-26 +669% 750 L3Y 393% 224% 181% L1Y 57% 31% 35% 650 YTD 32% 18% 19% MPS 550 BPM ap
Slide 28: Strategy Has Delivered Strong Results
Strategy Has Delivered Strong Results Total revenues (€bn) Cost/Income ratio (%) Gross Non -Performing Exposure (NPE) ratio (%) Net Income 1 (€bn) +35% (22 p.p.) (1.3 p.p.) +49% CAGR 22 -25 Δ 22-25 Δ 22-25 CAGR 22 -25 68% 4.2% 7.6 2.4 46% 2.9% 3.1 0.7 2022 2025PF 2022 2025PF 2022 2025PF 2022 2025PF
Slide 29: Mediobanca Demonstrates MPS's Ability to Integrate Effectively
Mediobanca Demonstrates MPS’s Ability to Integrate Effectively Mediobanca Delivered Record Performance Following the Transaction 17 April 2025 MPS shareholders approve the transaction €711m Best -ever half -year result 86.5% Net income in 6M 2026 MPS EGM Approval €1.95bn €1.17bn 14.9% of votes repre
Slide 30: MPS-Mediobanca: Already Delivering Beyond the Initial Synergy Plan
MPS -Mediobanca: Already Delivering Beyond the Initial Synergy Plan Upsized Synergies Target Analysts Supporting Synergy Guidance €bn • “Over 30% of 2026 synergies are already secured, supporting confidence in the €0.7bn total synergies guidance by 2028 , with upside potential flagged again by the C
Slide 31: Shareholders Supported the Reinstatement of Our Executive Leadership at the 2026 AGM
Shareholders Supported the Reinstatement of Our Executive Leadership at the 2026 AGM… Following the proposed replacement of Lovaglio as CEO in March 2026, shareholders submitted and voted for an alternative dire cto r slate that returned him to the CEO role Events Leading to the 2026 AGM Shareholder
Slide 32: Demonstrated Confidence in Our Strategic Direction
…and Demonstrated Confidence in Our Strategic Direction An alternative slate sponsored by unaffiliated shareholders received support from ~50% of votes present, including many leadi ng global institutions Support from Major Shareholders and Leading Global Institutions From a 1% Shareholder Initiativ
Slide 33: Board Has the Right Experience to Oversee This Project
Board Has the Right Experience to Oversee This Project Cesare Bisoni Carlo Corradini Flavia Mazzarella Luigi Lovaglio Independent Chairperson Deputy Chairman – Independent Deputy Vice Chair – Independent CEO and General Manager No committee seats RS*, IT RPT*, N Executive Director On the Board since
Slide 34: Board Has the Right Experience to Oversee This Project (Cont'd)
Board Has the Right Experience to Oversee This Project (Cont’d) Patrizia Albano Antonella Centra Paola De Martini Paola Leoni Independent Director Independent Director Independent Director Independent Director N*, RPT RS, R RS R, IT, N On the Board since April 2026 On the Board since April 2026 On t
Slide 35: An Optimal Alternative for Shareholders
Offer Terms and Timeline A Stronger, More Competitive and Resilient Bank Compelling Value to Shareholders Demonstrated Ability to Realise Value An Optimal Alternative for Shareholders
Slide 36: Our Proposed Combination Allows MPS Shareholders to Realize Long-Term Value
Our Proposed Combination Allows MPS Shareholders to Realize Long -Term Value MPS -Led Project: Value Today + Participation in Future Upside Upfront value to MPS Ownership retained by current Direct participation in shareholders MPS shareholders future value creation c.€1.8bn Annual run -rate synergi
Slide 37: Preliminary Observations on the Intesa Sanpaolo Offer
Preliminary Observations on the Intesa Sanpaolo Offer The Board of Directors, which will express its view on the Intesa Sanpaolo Offer within the timeframes, instruments and in ac cor dance with the procedures provided for by law, sets out certain preliminary observations in the interest of MPS and
Slide 38: The Proposed Path to Maximise Shareholder Value is Clear
The Proposed Path to Maximise Shareholder Value is Clear Shareholder approval of the proposals would empower the Board to: ✓ Further assess all available value -enhancing alternatives Build a stronger, more diversified and resilient institution through the combination of ✓ complementary franchises D
Slide 39: Appendix
Appendix DEI PASCHI DI SIENA BANCA DAL 1472
Slide 40: Summary of Proposed MPS Transaction
Summary of Proposed MPS Transaction Transaction Terms Two parallel voluntary public exchange offers for Banco BPM and Banca Generali Offer for Banco BPM Voluntary exchange offer on up to 1,515,182,126 Banco BPM ordinary shares, representing 100% of share capital , at n. 1.567 newly issued MPS or
Slide 41: Summary of Proposed MPS Transaction (Cont'd)
Summary of Proposed MPS Transaction (Cont’d) Transaction Terms (Cont’d) Voluntary public exchange offers on Banco BPM and Banca Generali shares, providing a clear and orderly path to combination as an alternative to a merger Transaction Structure of equals Threshold Condition : closing subject t
Slide 42: Disclaimer
Disclaimer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
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