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Banca Monte dei Paschi di Siena

AGM Information Jan 2, 2026

4171_rns_2026-01-02_f276bccd-50d8-445d-bbf1-192e7243e351.pdf

AGM Information

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Data/Ora Ricezione : 2 Gennaio 2026 08:06:12

Oggetto : BMPS: PRESS RELEASE

Testo del comunicato

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PRESS RELEASE

THE EXTRAORDINARY SHAREHOLDERS' MEETING HAS BEEN CALLED ON 4 FEBRUARY 2026 TO RESOLVE UPON CERTAIN AMENDEMNTS TO ITS BY-LAWS

Siena, 2 January 2026 - The Chairman of the Board of Directors of Banca Monte dei Paschi di Siena S.p.A. ("BMPS" or the "Bank") Nicola Maione, pursuant to the mandate granted by the Board of Directors, called the Extraordinary Shareholders Meeting of the Bank in Siena, Piazza Salimbeni no. 3, on 4 February 2026, at 14:30, on a single call, with the following agenda. Amendments to the By-Laws:

  • i. articles 13, Paragraph 3 Letter e) and 14 Paragraph 5, providing for the option for the ordinary Shareholders Meeting to increase the 1:1 ratio between the variable and fix component of the remuneration;
  • ii. article 15, Paragraph 2, 3, 5, 6 and 7, and the related amendment to Article 17 Paragraph 4, providing for the outgoing board of directors to submit its own list of candidates for the renewal of the Board;
  • iii. article 15, Paragraph 10 concerning the replacement of directors during the term of office;
  • iv. article 15, Paragraph 1, concerning the re-appointment of directors and consequent repeal of article 20 Paragraph 3 of the By-Laws which provides for the non-applicability to the Chief Executive Officer of the maximum term limit set forth in the aforementioned article 15, Paragraph 1, subject to repeal;
  • v. article 17, Paragraph 2, Letter j)18 Paragraph 2 and 21 Paragraph 2, and 3 providing for the option for the Board of Directors to appoint the Chairperson and one or two Deputy Chairpersons (one of whom shall have authority to act in the Chairperson stead) should the Shareholders' Meeting not have done so;
  • vi. article 25, Paragraph 8 setting out provisions applicable in the event that a single list is submitted for the appointment of the Board of Statutory Auditors;
  • vii. article 31, Paragraph 2 Letters a) and b) concerning the reduction to the statutory minimum of the percentage of profits to be allocated to the legal reserve and the elimination of the statutory reserve.

Inherent and consequent resolutions.

In accordance with the Bank's By-Laws and in accordance with Article 135-undecies.1 of the Consolidated Financial Act, as resolved by the Board of Directors:

  • (i) the right to participate in the Shareholders' Meeting and the voting right may be exercised only through the representative appointed by the Bank, pursuant to Article 135-undecies of the Consolidated Financial Act, to which a specific proxy shall be granted, in compliance with the modalities and terms indicated below. Physical participation or by way of audioconference systems will not be allowed.
  • (ii) The physical access to the shareholders' meeting will be allowed to the member of the Board of Directors and the Statutory Board of Auditors, the appointed Representative,

the Public Notary and, in accordance with the laws, the By-Laws provisions and the shareholders' meeting rules, to the Bank executives, employees of the Bank, its Group and to the representative of the external Auditors the presence of whom is considered helpful by the Chairman, in relation to arguments in relation to be discussed and for the proper activities of the Shareholders' Meeting. The Shareholders can participate to the Shareholders Meeting only by way of the Appointed Representative.

It is worth to point out that the enforceability of the proposal of amendments of the By-Laws remains subject to the favorable vote of the Shareholders Meeting and the approval from the European Central Bank.

Today, the notice of call of the Shareholders' Meeting will be available after the publication of this press release.

The report prepared for the Shareholders, relating to the sole item in the agenda, will be published within the terms established by the applicable law on the Bank's website www.gruppomps.it and made available to the public on the authorized storage mechanism , as well as with the additional methods set forth by the applicable legislation.

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This press release will be available at www.gruppomps.it

For further information: Media Relations Investor Relations

Tel. +39 0577 296634 [email protected] Tel: +39 0577 299350 [email protected]

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