Banca Monte Dei Paschi Di Siena S.p.a. · MIL:BMPS
Banca Monte Dei Paschi Di Siena — Shareholder Meeting (March 2026)
38 slides from Banca Monte Dei Paschi Di Siena's shareholder meeting presentation, Mar 27, 2026
Slide 1: AGM – 15 April 2026 Board Renewal
AGM – 15 April 2026 Board Renewal 27 March 2026
Slide 2: Board Slate Selection Process
Board Slate Selection Process
Slide 3: Key Pillars
Key Pillars The Board of Directors adopted a structured procedure governing the preparation and submission of the Board slate, ensuring transparency, accountability, and alignment with regulatory and governance best practices throughout the selection process. Aligned with Italian and European govern
Slide 4: Selection Process
Selection Process PHASE 1 - Jan 2026 ▪ Board self-assessment conducted by independent advisor (Heidrick & Struggles) Board Self-Assessment & ▪ Nomination Committee review and Board discussion Definition of the Optimal Board Board approval ▪ Definition of the optimal Board composition and skills matr
Slide 5: Selection Criteria
Selection Criteria The identification of candidates for the Board slate was based on clear and predefined selection criteria, aligned with the Board Orientation on the optimal composition and with ECB and Bank of Italy fit-and-proper expectations, as well as the Fit & Proper requirements set out in
Slide 6: Governance Safeguards
Governance Safeguards The preparation and approval of the Board slate followed a highly structured and transparent governance process, designed to ensure that the list truly reflects the collective decision of the Board of Directors, free from external influence. Strong Board Ownership of the Proces
Slide 7: CEO Transition
CEO Transition The decision not to include the current CEO in the Board slate reflects the Board’s independent governance assessment of the Bank’s next leadership phase. Continuity and Future Alignment ▪ The Board reflected on the leadership profile best suited for the Bank’s next stage of developme
Slide 8: Board Slate: Composition and key features
Board Slate Composition and key features All documentation related to the Annual General Meeting, including materials concerning the Board renewal, the details of the list submitted by the outgoing Board of Directors, the candidates’ CVs, and information on the selection process, is available at the
Slide 9: Board Slate – Key Takeaways
Board Slate – Key Takeaways The proposed Board slate, composed of 20 members, ensures a balanced combination of continuity, independence and complementary skills, fully aligned with the Board Skills Matrix and governance expectations for a bank of MPS’s size and complexity. Leadership Chairman Recon
Slide 10: Board Slate – Full Composition Breakdown
Board Slate – Full Composition Breakdown SLATE NAME TITLE GENDER AGE(1) INDEPENDENCE(2) FIRST APPOINTMENT TENURE(1) (yrs) ORDER(4) 1 Maione Nicola Designated Chairman M 54 YES 2017 8 2 Palermo Fabrizio(3) Designated CEO M 55 YES - New 3 Passera Corrado Candidate with SEEF&B* M 71 YES - New 4 Vivaldi
Slide 11: Board Slate – Skill Matrix based on Self-declaration
Board Slate – Skill Matrix based on Self-declaration(1) Slate Corporate Corporate Human Banking ICT, AI, Banking & Strategic Banking & Internal Insurance Climate & Accounting & Governance & Management in Risk Remuneration Resources Products & ESG & Cybersecurityt Order Name Financial Organizational
Slide 12: Board Slate – Full Composition Overview
Board Slate – Full Composition Overview Continuity and Refreshment Independence(2) Skills(3) 10% Banking and financial markets 90% Corporate governance and organizational structures 90% 45% 55% Guidelines and strategic planning 95% Management of corporate entities in managerial 85% 90% and/or entrep
Slide 13: Individual Voting Mechanism and Competence Assessment
Individual Voting Mechanism and Competence Assessment ▪ The Chairman is appointed by the Shareholders’ Meeting through a separate resolution; the Board slate designates Mr. Nicola Maione as Chair candidate. ▪ If the Board slate receives the highest number of votes, an individual vote will be held on
Slide 14: Evolution of the Board Profile vs. Outgoing Board
Evolution of the Board Profile vs. Outgoing Board Overall, the proposed slate strengthens the Board’s collective expertise, enhancing financial, industrial and international capabilities in line with the Board Skills Matrix. Enhanced Banking and Financial Expertise ✓ The new composition reinforces c
Slide 15: Board Assessment Outcome: Designated CEO
Board Assessment Outcome: Designated CEO Candidate: Fabrizio Palermo ▪ In accordance with Art. 2381 of the Italian Civil Code, the newly elected Board of Directors will appoint the Chief Executive Officer and assign the related executive powers. ▪ Notwithstanding the above, the MPS’s Board has perfo
Slide 16: Designated CEO: Fabrizio Palermo
Designated CEO: Fabrizio Palermo Leadership of Major Financial Institutions Financial and Capital Markets Expertise ▪ Large experience in financial institution as former CEO and GM (2018-2021) and CFO (2014-2018) ▪ Held CFO role at Cassa Depositi e Prestiti and Fincantieri, responsible for financial
Slide 17: Annex: Board Slate Candidates Profiles
Annex 1 Board Slate Candidates Profiles
Slide 18: Nicola Maione
Nicola Maione Education: Law Degree, University of La Sapienza, Rome, 1995 Professional Qualifications: Admitted to the Bar (qualified to practice as a lawyer), 1999. Registered in the National Register of Business Crisis Managers, Court-appointed receivers, Judicial commissioners, Liquidators and O
Slide 19: Fabrizio Palermo
Fabrizio Palermo Education: Degree in Economics and Business Administration, Sapienza University of Rome, 1994 Current Board Positions and Other Appointments Professional Career 2022 – Present 2022 – Present ACEA (listed), Chief Executive Officer and Member of the Board of Directors ACEA - Chief Exe
Slide 20: Corrado Passera
Corrado Passera Education: Degree in Economics, Bocconi University, 1977. Master in Business Administration, Wharton School, University of Pennsylvania, 1980. Current Board Positions and Other Appointments Professional Career 2019 – Present 2018 – 2025 1990 – 1991 Fondazione Accademia di Imola “Inco
Slide 21: Carlo Vivaldi
Carlo Vivaldi Education: Degree in Business Economics, Ca’ Foscari University of Venice, 1994 Current Board Positions and Other Appointments Professional Career 2024 – Present 2022 – Present Banca Mediolanum, Member of the Board of Directors and Member of the Risk Committee Mia FinTech, part of the
Slide 22: Alessandro Caltagirone
Alessandro Caltagirone Education: Degree in Economics and Business Administration, Sapienza University of Rome, 1994. Current Board Positions and Other Appointments 2007 – 2025: Il Gazzettino S.p.A., Chairman of the Board of Directors 2024 – Present 2011 – 2025: Globocem A.S., Member of the Board of
Slide 23: Domenico Lombardi
Domenico Lombardi Education: Graduated with honors in Business Economics – Bocconi University (1994). Study period at Harvard University (1993). Study period at the London School of Economics (1994). PhD in Economics – Nuffield College, University of Oxford, 2004. Current Board Positions and Other A
Slide 24: Paolo Testi
Paolo Testi Education: Degree in Economics and Business Administration, Università Cattolica del Sacro Cuore, Milan, 1993. Current Board Positions and Other Appointments 2007 – 2019 Banca Popolare di Milano (later Banco BPM) 2021 – Present: CRIF, Senior Advisor 2018 – 2019: Chief Audit Officer, Banc
Slide 25: Paolo Boccardelli
Paolo Boccardelli Education: Degree in Economics and Business Administration, LUISS University, 1995 Current Board Positions and Other Appointments 2020 – 2021 2023 – Present Chairman of the UEFA Licensing Commission Banco BPM S.p.A**. (listed), Member of the Board of Directors, Chairman of the Rela
Slide 26: Marcella Panucci
Marcella Panucci Education: Law Degree, LUISS Guido Carli University, Rome, 1994.Affiliate Research Programme in EC Competition Law, University College London, 1999. PhD in Competition Law, University of Perugia / Bocconi University / LUISS University, 2004. Professional Qualifications: Admitted to
Slide 27: Francesca Paramico Renzulli
Francesca Paramico Renzulli Education: Law Degree, University of Naples Federico II, 1995. Master of Laws (LL.M.), London School of Economics and Political Science, London, 1998. Professional Qualifications: Admitted to the Bar Association, 1998. Current Board Positions and Other Appointments Profes
Slide 28: Elena De Simone
Elena De Simone Education: Law Degree cum laude, University of Naples Federico II – Faculty of Law. University of Naples Federico II – Faculty of Law, Specialization in Civil Law. Professional Qualifications: Admitted to the Bar, Naples Bar Association. Current Board Positions and Other Appointments
Slide 29: Fabiana Massa
Fabiana Massa Education: Law Degree, University of Naples Federico II, 1980 Professional Qualifications: Admitted to the Naples Bar Association, 1988 Current Board Positions and Other Appointments Professional Career N/A 2021 – Present University of Naples Federico II Relevant Previous Positions Ful
Slide 30: Renato Sala
Renato Sala Education: Law Degree, Università Cattolica del Sacro Cuore, Milan. Current Board Positions and Other Appointments 2023 – Present Banca Monte dei Paschi di Siena (listed), Member of the Board of Directors and Member of the Nomination In the early 2000s, engaged with Keydos, a strategic a
Slide 31: Gianluca Brancadoro
Gianluca Brancadoro Education: Law Degree, Sapienza University of Rome, 1978. Université Paris XII, CNR scholarship holder, Law, 1981. Professional Qualifications: Admitted to the Rome Bar Association, 1981. Current Board Positions and Other Appointments 2013 – 2014 2023 – Present Milano Assicurazio
Slide 32: Paola Lucantoni
Paola Lucantoni Education: Degree in Economics and Business Administration (110/110 cum laude), LUISS Guido Carli University, and Degree in Law (110/110 cum laude). Professional Qualifications: Admitted to the Special Register of Lawyers authorized to appear before the Italian Court of Cassation and
Slide 33: Antonella Centra
Antonella Centra Education: Degree in Economics, Bocconi University, 1995 Professional Qualifications: Certified Public Accountant and Statutory Auditor. Current Board Positions and Other Appointments Professional Career 2023 – Present 2015 – 2025 AMCO S.p.A.**, Member of the Board of Directors, Cha
Slide 34: Gianmarco Montanari
Gianmarco Montanari Education: Master’s Degree in Management Engineering, Polytechnic University of Turin, 1996.Bachelor’s Degree in Business Administration, Faculty of Economics, University of Turin, 2005. Specialized Degree in Economics and Business Management, Faculty of Economics, University of
Slide 35: Simonetta Iarlori
Simonetta Iarlori Education: Degree in Physics, University of L’Aquila, 1985. Postdoctoral/Visiting Scientist, International School for Advanced Studies (SISSA), Trieste, 1991. Neuroscience for Business, MIT Executive Education, 2022. Basic Financial Management Course, SDA Bocconi School of Manageme
Slide 36: Francesca Pace
Francesca Pace Education: Law Degree, Sapienza University of Rome, 1984 Professional Qualifications: Admitted to the Rome Bar Association, 1988. Admitted to the Register of Lawyers authorized to appear before the Court of Cassation, 2000.Registered in the Register of Judicial Administrators, 2017. C
Slide 37: Rosa Cipriotti
Rosa Cipriotti Education: Degree in Economics and Business Administration, Sapienza University of Rome, 1998. Harvard Business School, Executive MBA – General Management Program, 2015. Specialization in ESG and Sustainable Finance, Bologna Business School. Professional Qualifications: Certified Publ
Slide 38: Informational purposes only; not a solicitation of proxies
This presentation is provided for informational purposes only and does not constitute, nor may it be construed as, a solicitation of proxies or votes. This presentation has been prepared with the contribution of the independent advisors Georgeson and Sodali & Co.
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