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Banca Monte dei Paschi di Siena

Pre-Annual General Meeting Information Mar 18, 2025

4171_egm_2025-03-18_12a0900d-a3e1-4671-90db-a1765f798b4a.pdf

Pre-Annual General Meeting Information

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English translation for courtesy purposes only. In case of discrepancies between the Italian version and the English version, the Italian version shall prevail.

With reference to item 1 of the Extraordinary Session of the Shareholders' Meeting referred to in this notice of call, and in accordance with applicable U.S. legal and regulatory provisions, please note the following. The Banca Monte dei Paschi di Siena S.p.A. securities referred to herein, that will be issued in connection with the voluntary public exchange offer described herein, may not be offered or sold in the United States except pursuant to an effective registration statement under the U.S. Securities Act of 1933 or pursuant to a valid exemption from registration.

Banca Monte dei Paschi di Siena S.p.A.

Registered office in Siena, Piazza Salimbeni 3 Share capital Euro 7,453,450,788.44, fully paid-in Tax code and registration with the Companies' Register of Arezzo-Siena no. 00884060526 MPS VAT Group - VAT number 01483500524

INTEGRATION OF THE NOTICE OF CALL OF THE SHAREHOLDERS' MEETING

Reference is made to the Shareholders' Meeting of Banca Monte dei Paschi di Siena S.p.A. (the "Bank", "MPS", the "Parent Company" or the "Company") convened in Siena, Viale Mazzini no. 23, on 17 April 2025 at 10:00 a.m., on a single call, by means of a notice published on 24 January 2025 on the website www.gruppomps.it/en (in the Corporate Governance – Shareholders' Meetings and BoD section) and on the authorized storage mechanism "EMARKET STORAGE", available at , as well as, in the form of an excerpt, in the newspaper "Il Sole 24 Ore" on the following day.

It is hereby announced that, the Board of Directors resolved to integrate the list of items on the agenda of the aforementioned Shareholders' Meeting by adding the items relating to the Ordinary Session and inserting an additional item in the Extraordinary Session, all as per the following, integrated, notice of call.

The Shareholders' Meeting is therefore convened to resolve, in ordinary and extraordinary session, on the following

***

AGENDA

ORDINARY SESSION:

    1. Individual financial statements as at 31 December 2024, accompanied by the Reports of the Board of Directors, the Independent Auditors and the Board of Statutory Auditors. Presentation of the consolidated financial statements as at 31 December 2024; related and consequent resolutions:
    2. 1.1) approval of 2024 Parent Company's financial statements;
    3. 1.2) profit allocation and dividend distribution to shareholders.
    1. Report on the policy regarding remuneration and compensation paid pursuant to article 123-ter of the

Legislative Decree no. 58 of 24 February 1998 ("Consolidated Financial Act" or "TUF"); related and consequent resolutions:

2.1) binding vote on the first section concerning the remuneration policy

and

  • 2.2) non-binding vote on the second section concerning the compensation paid.
    1. Proposal for the approval of the 2025 incentive system and related payment modalities to Montepaschi Group's personnel based on "phantom shares", pursuant to the combined provisions of articles 114-bis and 125-ter of the Consolidated Financial Act as well as art. 84-bis of the Regulation adopted by Consob resolution no. 11971 of 14 May 1999 ("Issuers' Regulation"); related and consequent resolutions.
    1. Appointment of 5 (five) directors for integration of the Board of Directors following the co-optation carried out by the Board of Directors on 27 December 2024; related and consequent resolutions:
    2. 4.1) vote for the appointment of Alessandro Caltagirone as Director of Banca Monte dei Paschi di Siena S.p.A.;
    3. 4.2) vote for the appointment of Elena De Simone as Director of Banca Monte dei Paschi di Siena S.p.A.;
    4. 4.3) vote for the appointment of Marcella Panucci as Director of Banca Monte dei Paschi di Siena S.p.A.;
    5. 4.4) vote for the appointment of Francesca Paramico Renzulli as Director of Banca Monte dei Paschi di Siena S.p.A.;
    6. 4.5) vote for the appointment of Barbara Tadolini as Director of Banca Monte dei Paschi di Siena S.p.A..

EXTRAORDINARY SESSION:

    1. Proposal to grant the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, with the power, to be exercised within 31 December 2025, to increase the share capital, in one or more tranches and in divisible form, without pre-emption right pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, to be paid up by way of contribution in kind to service a voluntary public exchange offer (offerta pubblica volontaria) by Banca Monte dei Paschi di Siena S.p.A. on all the ordinary shares of Mediobanca - Banca di Credito Finanziario Società per Azioni; subsequent amendment of Article 6 of the Company's By-Laws; related and consequent resolutions.
    1. Amendments to the By-Laws:
    2. (i) Article 14, regarding the manner in which Shareholders' meetings are held;
    3. (ii) Article 15 paragraphs 2 and 10, regarding the methods for submitting candidates lists and management of the procedure of co-optation of directors during their term of office.

Related and consequent resolutions.

INFORMATION ON THE SHARE CAPITAL

At the date of this notice of call, the share capital of MPS is equal to Euro 7,453,450,788.44, fully paid-in, and is divided into no. 1,259,689,706 ordinary shares without nominal value (ISIN code: IT0005508921). Each ordinary share confers the right to one vote at the Shareholders' Meeting. At the date of this notice of call the Bank does not hold treasury shares, either directly or indirectly.

PARTICIPATION IN THE SHAREHOLDERS' MEETING

The entitlement to participate in the Shareholders' Meeting and to exercise voting right is certified by a communication, made to the Bank by an authorised intermediary, in favour and upon request of the person entitled to vote, on the basis of evidence relating to the end of the seventh trading day prior to the date scheduled for the Shareholders' Meeting, on a single call, and therefore on 8 April 2025 (the record date).

The credit and debit entries made on the accounts after this deadline are not valid for the purposes of entitlement to exercise the voting right at the Shareholders' Meeting: therefore, those who result to be holders of MPS shares after such date, will not have the right to attend and vote at the Shareholders' Meeting.

It will be possible, for the holders of shares deposited with the Bank who are registered and have activated the Digital Banking service,to make the request for the communication to the Bank certifying the entitlement to participate in the Shareholders' Meeting and to exercise the voting rights, also through the above mentioned platform, according to the modalities and technical times indicated by the same platform.

The participation of the Shareholders in the Shareholders' Meeting is in any case governed by the relevant applicable law, regulations and By-Laws, as well as by the Bank's Shareholders' Meetings Regulation published on the MPS website.

PROXY VOTING PROCEDURE

Those entitled to vote may be represented at the Shareholders' Meeting as prescribed by the applicable law, using the proxy form. To this hand, it will be possible to use the proxy form issued by the relevant intermediary upon request of the entitled person or by filling out the proxy form available on the website www.gruppomps.it/en (in the website section Corporate Governance - Shareholders' Meeting and BoD).

The representative - certifying, under his or her own responsibility, the identity of the delegating party and the conformity of the copy of the proxy to the original - may deliver, in lieu of the original, a copy of the proxy, upon his/her registration at the Shareholders' Meeting; such copy may also be sent, before the date of the Shareholders' Meeting, either in electronic form through the website www.gruppomps.it/en (in the website section Corporate Governance - Shareholders' Meeting and BoD), or by accessing the Digital Banking for the owners of such application, or to the certified e-mail address [email protected] provided that the depositing party, even if a legal entity, uses its own certified electronic mailbox, or by sending it to the fax number +39/0577/296396 with copy to the e-mail address [email protected].

The proxy may be granted by: (i) an electronic document signed in electronic form to be sent to the address [email protected]; or (ii) a copy electronically reproduced (PDF format) to be sent from own certified e-mail address to the address [email protected] with simultaneous sending, for information, to the address [email protected].

Pursuant to applicable regulations, the representative must keep the original proxy form and keep a record of any voting instructions received, for one year starting from the end of the Shareholders' Meeting.

REPRESENTATIVE APPOINTED BY THE ISSUER

The right to participate in the Shareholders' Meeting and to exercise voting right may be exercised also through the representative appointed by the Issuer, 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. Those entitled to vote may exercise such vote through the granting of proxy, for free and indicating the voting instructions, to Computershare S.p.A., registered office in via Lorenzo Mascheroni 19, Milan and offices in via Monte Giberto 33, 00138, Rome, where it is domiciled for activities to carry out in the context of the Shareholders' Meeting convened with this notice of call, as representative appointed by the Issuer pursuant to Article 135-undecies of the Consolidated Financial Act (the "Appointed Representative").

The proxy granted to the Appointed Representative is effective only for proposals in relation to which voting instructions have been given. The proxy to the Appointed Representative is granted by filling out and executing the dedicated form with voting instructions which will be made available - at the same time of the publication (within the terms provided by the applicable law) - of the explanatory reports for the Shareholders relating to the items on the Agenda - on the Company's website, section Corporate Governance - Shareholders' Meeting and BoD, at the address www.gruppomps.it/en.

The proxy and voting instruction forms, duly filled out and executed, must be received by the Appointed Representative - together with a copy of a valid identification document and to any possible documentation providing evidence of the signatory power - by the end of the second trading day prior to the date of the Shareholders' Meeting (i.e. by 11:59 p.m. of 15 April 2025), through one of the following modalities: (i) via internet through the link to the Company's website which allows guided filling, provided that the delegating party, in order to receive credentials, proves its identity, even if it is a legal entity, or uses its own certified electronic e-mail address; (ii) certified electronic e-mail holders: if the delegating party (also a legal entity) owns a certified electronic e-mail address, it can send a copy of the proxy electronically reproduced (PDF format) to the address [email protected]; (iii) advanced electronic signature, qualified electronic signature or ature holders ("AES"): by sending the proxy signed by AES by means of certified electronic e-mail address or by means of ordinary e-mail to the address [email protected]; (iv) ordinary electronic e-mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to the address [email protected] with simultaneous sending, for information, to the address [email protected].

The proxy form to the Appointed Representative contains detailed instructions for its submission and completion.

By the same deadline (i.e. by 11:59 p.m. of 15 April 2025), the proxy and the voting instructions may be revoked through the same modalities. The shares for which the proxy has been granted, even on a partial basis, are computed for the purposes of the regular constitution of the Shareholders' Meeting. In relation to proposals for which no voting instructions have been given, the shares are not computed for the purposes of calculating the majority and the share capital required for the approval of resolutions.

If not already transmitted through the specific web application, or through a document signed by AES, the original of the proxy and the voting instructions, together with a signed copy of a valid identification document and, in the case of a legal entity, the documentation proving the signatory power, must be sent to Computershare S.p.A., exclusively at the office of via Monte Giberto 33, 00138, Rome, Italy, by 12 p.m. of 16 April 2025.

Starting from the date of publication of this notice of call, the Appointed Representative will make available, for information and clarifications, the phone number +39/06/45417413 (operating Monday through Friday excluding holidays - from 10:00 a.m. to 1:00 p.m. and from 2:00 p.m. to 5:00 p.m.) and the e-mail address [email protected].

* * *

It should be noted that, for the purposes of participation in the Shareholders' Meeting, the Bank must be

notified in any case by the intermediary, certifying the entitlement to participation in the Shareholders' Meeting and exercise the voting right; without said notice, the proxy, ordinary or to the Appointed Representative, shall have no effect.

RIGHT TO ASK QUESTIONS ON THE AGENDA ITEMS

Those who are entitled to vote may submit questions exclusively on the items on the agenda, before the Shareholders' Meeting - without exception, no later than 10 April 2025 - by sending them, together with the communication issued by an authorised intermediary, to the fax number +39/0577/296396, or from their own certified electronic e-mail address to the certified electronic e-mail address [email protected] and, for information, to the e-mail address [email protected]. Questions that are related to the items on the agenda will be answered at the latest during the same Shareholders' Meeting in accordance with the procedures set forth in the applicable legislation. A single answer may be given to questions with the same content. The Company will not provide a response to questions that do not comply with the above procedures, terms and conditions. The ownership of voting rights may be certified even after the questions have been sent, but not later than 11 April 2025.

INTEGRATION OF THE AGENDA AND PRESENTATION OF NEW PROPOSALS OF RESOLUTION

Pursuant to Article 126-bis of the Consolidated Financial Act, the Shareholders who represent, also jointly, at least one-fortieth (i.e. 2.5%) of the share capital, may request to make integrations to the list of the items to be discussed at the Shareholders' Meeting, indicating in the relevant request the additional items proposed, or may submit additional resolution proposals on items already on the agenda, within ten days from the publication of this notice of call, and therefore within 28 March 2025.

The application - together with the certification evidencing the ownership of the shareholding and a copy of a valid identification document (for natural persons) or the documentation attesting the relevant powers (for legal persons) - must be submitted in writing and delivered at the registered office or sent by means of registered letter with acknowledgement of receipt to Banca Monte dei Paschi di Siena S.p.A., Funzione Legale e Societario, Piazza Salimbeni 3, 53100, Siena (Italy), or by means of own certified electronic e-mail address to the following certified electronic email address [email protected] and, for information, to the e-mail address [email protected].

The ownership of the minimum percentage of the share capital specified above is certified by an authorised intermediary, in accordance with its accounting records, setting forth the ownership of at least one-fortieth of the share capital and bearing the indication of the exercisable ownership right.

Shareholders requesting the integration of the list of matters to be discussed or submitting resolution proposals on items already on the agenda, must prepare a report including the reason for the resolution proposals on the new items for which they propose the discussion or the reasons for additional proposals for resolution on items already on the agenda. Such report shall be transmitted to the Board of Directors within the deadline for submitting the relevant request for integration or submission of resolution proposals, as indicated above.

Pursuant to Article 126-bis par. 3 of the Consolidated Financial Act, integration of the agenda is not allowed for items upon which, according to the law, the Shareholders' Meeting resolves upon Board of Directors' proposal or on the basis of a plan or a report prepared by the Board of Directors, other than those provided for by Article 125-ter par. 1 of the Consolidated Financial Act.

Notice of any integrations of the agenda and the submission of additional resolution proposals on items already on the agenda will be given in the same modalities required by the law for publishing the notice of

call, by 2 April 2025. Within the same term, the reports proposed by the Shareholders exercising the right of integrations of the agenda and/or of submission of additional resolution proposals, together with any evaluation of the Board of Directors, will be made available to the market in the same manner as provided for the documentation related to the Shareholders' Meeting.

Those who are entitled to vote may individually submit resolution proposals at the Shareholders' Meeting.

VOTING BY CORRESPONDENCE OR ELECTRONIC VOTING

There are no voting by correspondence or electronic voting procedures.

DOCUMENTATION

The documentation concerning the items on the agenda - including the explanatory reports and the inherent resolution proposals - will be deposited within the terms provided for by the applicable law, at the registered office (in Siena, Piazza Salimbeni 3), available to the Shareholders, that will be entitled to obtain a copy thereof. The aforementioned documentation will also be made available on the Bank's website, at www.gruppomps.it/en, under section Corporate Governance - Shareholders' Meetings and BoD, together with the forms that may be used by the Shareholders for ordinary proxy voting or to grant proxy to the Appointed Representative, as indicated above, as well as on the authorized storage mechanism "EMARKET STORAGE", available at . The same Bank's website, at www.gruppomps.it/en, also provides, together with this notice of call, information on the amount of the share capital, indicating the number of shares into which it is divided.

An excerpt of this notice of call will also be published in the daily newspaper "Il Sole 24 Ore".

Shareholders are kindly invited to present themselves in advance of the scheduled time of commencement of the Shareholders' Meeting in order to facilitate the admission process and enable the timely start of the same.

Any further information regarding the procedures for participating in the Shareholders' Meeting may be requested to the following telephone numbers: +39/0577/296863 - +39/0577/296376 - +39/049/6991091 - +39/0577/293135; for information and clarifications on the granting of the proxy to the Appointed Representative, the telephone number +39/06/45417413 (operating Monday through Friday - excluding holidays - from 10:00 a.m. to 1:00 p.m. and from 2:00 p.m. to 5:00 p.m.) and the e-mail address [email protected] are available.

* * *

Siena, 18 March 2025

For the Board of Directors The Chairperson Nicola Maione

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