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Banca Monte dei Paschi di Siena

Share Issue/Capital Change Sep 15, 2025

4171_rns_2025-09-15_7a91b9e5-5de8-4819-acc2-64a25ff7517b.pdf

Share Issue/Capital Change

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Informazione
Regolamentata n.
0035-99-2025
Data/Ora Inizio Diffusione
15 Settembre 2025 19:58:39
Euronext Milan
Societa' : BANCA MONTE DEI PASCHI DI SIENA
Identificativo Informazione
Regolamentata
: 209966
Utenza - referente : PASCHIN05 - Avv. Quagliana
Tipologia : 3.1
Data/Ora Ricezione : 15 Settembre 2025 19:58:39
Data/Ora Inizio Diffusione : 15 Settembre 2025 19:58:39
Oggetto : BMPS: PRESS RELEASE - AMENDMENT OF
THE SHARE CAPITAL
Testo
del
comunicato

Vedi allegato

PRESS RELEASE

ACQUISITION OF 62.3% OF MEDIOBANCA COMPLETED WITH SETTLEMENT OF SHARES TENDERED UNDER THE PUBLIC OFFER

SHARE CAPITAL CHANGED

Siena, 15 September 2025 – Banca Monte dei Paschi di Siena S.p.A. ("BMPS") hereby announces, pursuant to Article 85-bis of Consob Regulation No. 11971/1999, as subsequently amended and supplemented, that it has paid the consideration due for the transfer of ownership of the shares of MEDIOBANCA - Banca di Credito Finanziario Società per Azioni ("Mediobanca"), free from any encumbrances or liens of any kind, whether real, statutory or personal, in favour of the Offeror.

This resulted in the new composition of the share capital of BMPS, subscribed and paid up following the execution of the paid share capital increase, in divisible form and with the exclusion of the option right pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, reserved to the voluntary public tender and exchange offer (the "Offer") launched by BMPS on all ordinary shares of Mediobanca pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented (the "TUF"), as referred to in the resolution of the Board of Directors of 26 June 2025 in execution of the delegation granted to it by the Extraordinary Shareholders' Meeting of 17 April 2025.

More specifically, taking into account that at the end of the acceptance period (i.e., 8 September 2025) 506,633,074 ordinary shares of Mediobanca were tendered to the Offer, on the date hereof BMPS has issued 1,283,301,577 ordinary shares, without nominal value, with regular dividend rights and having the same features as the BMPS shares outstanding at the issue date.

The capital increase statement pursuant to Article 2444 of the Italian Civil Code was filed with and registered on the date hereof in the Companies' Register of Arezzo - Siena.

The following table sets out the current composition of BMPS's share capital, fully subscribed and paid up, on the date hereof, showing the previous share capital and the change occurred.

Current share capital Previous share capital Change
Euro No. of shares Euro No. of shares Euro No. of shares
Ordinary
shares
(*)
ISIN:
IT0005508921
(regular
dividend
rights) current
coupon No. 4
15,046,746,219.55 2,542,991,283 7,453,450,788.44 1,259,689,706 7,593,295,431.11 1,283,301,577

(*) without nominal value

* * * * * *

The text of BMPS's updated By-laws, registered with the Companies' Register of Arezzo - Siena on 15 September 2025, is available to the public at BMPS's registered office, through the authorised

storage mechanism eMarket STORAGE, accessible via the website , as well as published on the website www.gruppomps.it/en/ in the Corporate Governance section.

* * * * * *

This press release will be available on the website at www.gruppomps.it/en/

For further information: Banca Monte dei Paschi di Siena S.p.A.

Media Relations

Tel. +39 0577 296634 [email protected] Image Building Cristina Fossati, Anna Pirtali Tel +39 02 89011300 [email protected]

Investor Relations Tel: +39 0577 299350 [email protected]

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