Mediobanca — M&A Activity 2025

Aug 1, 2025

Informazione Regolamentata n. 0187-248-2025	Data/Ora Inizio Diffusione 1 Agosto 2025 18:32:24		Euronext Milan
Societa'	:	MEDIOBANCA
Identificativo Informazione Regolamentata	:	208758
Utenza - referente	:	MEDIOBANCAN08 - Tassone
Tipologia	:	2.2
Data/Ora Ricezione	:	1 Agosto 2025 18:32:24
Data/Ora Inizio Diffusione	:	1 Agosto 2025 18:32:24
Oggetto	:	Press Release
Testo del comunicato

Vedi allegato

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

PRESS RELEASE

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Mediobanca informs that today it was informed that the Italian Competition Authority resolved, on 29 July 2025, not to initiate an investigation with reference to the voluntary public exchange offer launched by Mediobanca, pursuant to Articles 102 and 106, paragraph 4, of the Consolidated Law on Finance (TUF), for the entirety of the ordinary shares of Banca Generali (the Offer). The Offer was therefore authorised without conditions, limitations or prescriptions, as required under paragraph 1.5, point (i), of Mediobanca's notice pursuant to Article 102 TUF.

Furthermore, Mediobanca informs that, on 30 July 2025, the European Commission decided not to initiate the formal investigation phase in relation to the review of foreign subsidies distorting the internal market, closing the preliminary review phase pursuant to Article 10, paragraph 4, of Regulation (EU) 2022/2560 (FSR). As a result, from that date, the standstill period during which the Offer could not be implemented under the rules on foreign subsidies control, pursuant to Article 24, paragraph 1, of the FSR, came to an end.

Milan, 1 August 2025

Disclaimer

The public voluntary exchange offer described in the press release dated April 28, 2025,(the "Offer") will be promoted by Mediobanca S.p.A. (the "Offeror" or "Mediobanca") over the totality of the ordinary shares of Banca Generali S.p.A. ("Banca Generali"). This press release does not constitute an offer to buy or sell Banca Generali's shares. The Offer will be promoted in Italy as Banca Generali's shares are listed on the Euronext Milan organised and managed by Borsa Italiana S.p.A. and, except for what is indicated below, is subject to the obligations and procedural requirements provided for by Italian law. The Offer is not being made in Canada, Japan, Australia or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction ("Other Countries"). The Offer is otherwise being made (i) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act of 1933, as amended ("Regulation S")(the "U.S. Securities Act") and, as applicable, in accordance with law in any such other jurisdiction, or (ii) within the United States, only to "qualified institutional buyers" as defined in Rule 144A of the U.S. Securities Act ("QIBs") in a private placement that is exempt from, or not subject to, registration under the U.S. Securities Act and that meets the requirements of Rule 144A or another available exemption from registration, in each case, in accordance with any applicable securities laws of any state of the United States. The extension of the Offer in the United States is occurring by way of a separate private placement memorandum restricted to QIBs. A copy of any document that the Offeror will issue in relation to the Offer, or portions thereof, is not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries. Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Other Countries. Any tender in the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted. This press release and any other document issued by the Offeror in relation to the Offer do not constitute and are not part neither of an offer to buy or exchange, nor of a solicitation to offer to sell or exchange financial instruments in the United States or in the Other Countries. Financial instruments cannot be offered or sold in the United States unless they have been registered pursuant to the U.S. Securities Act, or are exempt from, or not subject to, registration. Financial instruments offered in the context of the transaction described in this press release will not be registered pursuant to the U.S. Securities Act. Mediobanca does not intend to carry out a public offer of such financial instruments in the United States. No financial instrument can be offered or transferred in the Other Countries without specific approval in compliance with the relevant provisions applicable in such countries or without exemption from such provisions. This press release may only be accessed in or from the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of assimilated Regulation (EU) 2017/1129 as it forms part of domestic United Kingdom law by virtue of European Union (Withdrawal) Act 2018, as amended, and who (i) have professional experience in investment matters under section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Decree"); (ii) are persons who have a high net worth and who fall within article 49(2) (a) - (d) of the Decree; or (iii) are persons to whom it may otherwise be lawfully communicated (the aforementioned persons being the "Relevant Persons"). Any investment activity to which this document refers is available only to Relevant Persons. Financial Instruments described in this press release are made available only in the United Kingdom to Relevant Persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be directed exclusively at such persons). Any person who is not a Relevant Person should not act or rely on this document or any of its contents. Tendering in the Offer by persons residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions. Not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States of America, Australia, Canada or Japan.

Investor Relations

Media Relations Tel. no.: (0039) 02-8829.627/319 media.relations@mediobanca.com

Tel. no.: (0039) 02-8829.860/647 investor.relations@mediobanca.com

Fine Comunicato n.0187-248-2025	Numero di Pagine: 4