BMPS: Report pursuant to Article 2343-ter, paragraph 2, letter b) - BANCA GENERALI

BMPS: Report pursuant to Article 2343-ter, paragraph 2, letter b) - BANCA GENERALI | Phynwire

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This document is a courtesy English translation of the original Italian report, which remains the sole authoritative version. NewTeam accepts no responsibility for the accuracy of this translation. In the event of any inconsistency or discrepancy between t he two versions, the Italian text shall prevail.

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

Report pursuant to Article 2343 -ter, paragraph 2, letter b), of the Italian Civil Code with reference to maximum no. 116,851,637 ordinary shares of Banca Generali S.p.A. subject to possible contribution in kind in connection with the public exchange offer promoted by Banca Monte dei Paschi di Siena S.p.A.

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Siena, 28 September 2026

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Conten ts

1. Introduction ................................ ................................ ................................ .......................... 2 1.1 Key terms and rationale for the transaction ................................ ................................ ...... 2 1.2 Capital increase in connection with the Offer and the Contribution ................ 4 1.3 Scope and purpose of the Engagement ................................ ................................ .............. 5 1.4 Information underlying the valuation ................................ ................................ ................... 5 1.5 Activities performed ................................ ................................ ................................ .......................... 6 1.6 Valuation assumptions, limitations and difficulties ................................ ...................... 7 2. Asset subject to the Contribution ................................ ................................ ................. 9 2.1 Company receiving the Contribution ................................ ................................ .................... 9 2.2 Amount and nature of the assets contributed ................................ .............................. 10 2.3 Banca Generali profile ................................ ................................ ................................ .................... 10 2.4 Financial performance and balance sheet at 30 June 2026 ................................ .... 11 3. Valuation of the Issuer’s shares ................................ ................................ .................... 15 3.1 Overview ................................ ................................ ................................ ................................ .................. 15 3.2 Valuation methodologies adopted ................................ ................................ ......................... 16 3.3 Dividend Discount Model (Excess Capital Approach) ................................ ................ 17 3.4 The stock market multiples method ................................ ................................ .................... 18 3.5 The regression analysis method ................................ ................................ ............................... 19 3.6 The Target Price method ................................ ................................ ................................ .............. 19 4. Conclusions ................................ ................................ ................................ ......................... 20

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1. Introduction

1.1 Key terms and rationale for the transactio n On 21 August 2026, Banca Monte dei Paschi di Siena S.p.A. (“ MPS ” or the “Offeror ”) announced the decision, taken by its Board of Directors the previous day, to launch a voluntary public exchange offer for the entirety of ordinary shares of Banca Generali S.p.A. (“ Banca Generali ”, “BG” or the “ Issuer ”) listed on Euronext Milan, the regulated market organised and managed by Borsa Italiana S.p.A. The decision was notified to the market and the Italian securities regulator (“ CONSOB ”) pursuant to Article 102, paragraph 1, of Legislative Decree No. 58 of 24 February 1998 (the “ TUF ”) and Article 37 of CONSOB Regulation No. 11971/1999 (the “ Issuers’ Regulation ”) (the “ Article 102 Notice ”;

the transaction, the “ Offer ”). The launch of the Offer is subject, among other things, to approval by the Offeror’s Shareholders’ Meeting pursuant to Article 104 of the TUF.

The Offer concerns to maximum no. 116,851,637 ordinary shares of the Issuer, representing its entire share capital, including treasury shares (the “ Banca Generali Shares ” or the “ Offer Shares ”).

The consideration will consist entirely of newly issued shares of the Offeror, at an exchange ratio of 6.958 MPS shares for each Offer Share (the “Consideration ”). The Consideration is not subject to adjustment, except in the circumstances set out in Section 3.2.1 of the Article 102 Notice.

The exchange ratio was determined by factoring in, firstly, the proposed Extraordinary Distribution (see below) of EUR 1.208 gross per MPS share, payable exclusively to shareholders of the Offeror prior to the Offer becoming effective, and, secondly, the a ssumptions that, before the date on which the Consideration is paid (the “ Payment Date ”): (i) neither the Issuer nor the Offeror will approve or make any ordinary or extraordinary distribution of dividends from profits and/or other reserves; and (ii) the Issuer will not approve or carry out any transaction involving its share capital, inclu ding capital increases or reductions, or the Banca Generali Shares, including share consolidations or cancellations .

If a dividend, other than the Extraordinary Distribution (see below), is paid or the relevant shares go ex -dividend, the Consideration will be adjusted to reflect the amount of the dividend deducted from the reference price of Banca Generali and/or MPS sha res. If any transaction is carried out involving the Issuer’s share capital or the Banca Generali Shares, the Consideration will be adjusted to reflect its effects. Any such adjustment will be announced in the manner and within the time limits prescribed b y law.

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3 Based on the official MPS share price of EUR 11.884 on 19 August 2026 (the last trading day before the Board resolution – the “ Offer Reference Date ”), or EUR 10.676 once EUR 1.208 is deducted for the Extraordinary Distribution described below, the Consideration has an implied value of EUR 74.284 for each Banca Generali Share. This represents a 10.0% premium to the official BG share price on the same date. On this basis, the maximum aggregate value of the Offer is EUR 8,680,207,003.

It should be noted that the Issuer is paying a dividend of EUR 2.90 per share for the 2025 financial year, in two instalments. An interim dividend of EUR 2.20 per share, which became ex-dividend on 18 May 2026 and was paid out from 20 May 2026, had already been paid before the Offer was announced. The remaining EUR 0.70 per share has been approved but not yet paid out and is expected to go ex -dividend in February 2027 (the “ BG Final Dividend ”). If the BG Final Dividend goes ex -dividend or is paid before the Payment Date, the Consideration will be adjusted accordingly, as provided for in Section 3.2.1 of the Article 102 Notice.

The Offer is not a standalone initiative. At the same Board meeting, the Offeror’s Board of Directors approved a second voluntary public exchange offer for all 1,515,182,126 ordinary shares of Banco BPM S.p.A. (“ Banco BPM ”; the “BPM Offer ”). The BPM Offer will run in parallel with the Offer but is independent in terms of its conditions and outcome, and provides for an exchange ratio of 1.567 MPS shares for each Banco BPM share. Both transactions form part of a single consolidation strategy which, according to the Offeror, would create Italy’s third -largest banking group by total assets and strengthen its position in wealth management and asset management.

The Offeror’s Shareholders’ Meeting, convened for 29 October 2026, will be asked to approve both offers pursuant to Article 104 of the TUF. This approval is required because of the pending public tender and exchange offer for MPS announced by Intesa Sanpao lo S.p.A. on 8 June 2026 pursuant to Article 102 of the TUF, for which the offer document was filed with CONSOB on 27 June 2026 (the “ Intesa Offer ”). The Shareholders’ Meeting will also be asked to approve:

(a) a reduction in share capital pursuant to Article 2445 of the Italian Civil Code, from EUR 17,978,187,186.85 to EUR 10,000,000,000.00; (b) the acquisition by MPS of 204,341,658 shares in Assic urazioni Generali S.p.A. (“ AG”), representing 13.32% of its share capital; and (c) an extraordinary distribution of EUR 1.208 gross per MPS share, comprising EUR 0.302 in cash and EUR 0.906 in AG shares (the “ Extraordinary Distribution ”), payable exclusively to shareholders of the Offeror prior to the Offer becoming effective.

It should also be noted that MPS holds approximately 86.35% of the share capital of Mediobanca – Banca di Credito Finanziario S.p.A. (“ Mediobanca ”) and

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4 that the process for the merger of Mediobanca into the Offeror (the “Mediobanca Merger ”) is under way. The merger plan was approved by the respective boards of directors on 10 March 2026 .

As regards the conditions to the Offer, the latter is subject to the non -waivable condition that, upon completion of the Offer, the Offeror holds at least 50% of the Issuer’s share capital plus one share, as a result of shares tendered in the Offer and/or any purchases made outside the Offer (the “ Threshold Condition ”). The Offer is also subject to obtaining the approvals from the competent authorities specified in Section 1.4 of the Article 102 Notice and to satisfying the other conditions set out in Section 1.5 of that Notice (the “ Offer Conditions ”), which will be described in further detail in the document relating to the Offer (the “ Offer Document ”). With the exception of the Threshold Condition, which the Offeror has stated from the outset will not be waived, the Offeror may waive or amend the Offer Conditions, in whole or in part, subject to disclosure in accordance with applicable law. The Offer is also conditional upon CONSOB’s approval of the Offer Document pursuant to Article 102, paragraph 4, of the TUF.

1.2 Capit al increase in connection with the Offer and the Contribution The shares to be issued as Consideration will be issued pursuant to the authority under Article 2443 of the Italian Civil Code that the MPS Shareholders’ Meeting will consider granting to the Offeror’s Board of Directors (the “ Authority ”). The capital increase will be divisible and carried out in several tranches, with pre -emption rights excluded pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code. The capital increase will be paid up through the contribution in kind of the Banca Generali Shares tendered in the Offer or acquired pursuant to the obligations and rights under Articles 108 and 111 of the TUF (respectively, the “ Capital Increase in Connection with the Offer ” and the “ Contribution ”).

A maximum of 813,053,690 shares may be issued under the Authority, with regular dividend entitlement and the same rights as the shares currently outstanding. If the Offer is accepted in full, these shares would represent 12.7% of MPS’s share capital on a fully diluted basis at th e Payment Date.

Exercising the option available under Article 2440, paragraph 2, of the Italian Civil Code, the Offeror’s Board of Directors elected to apply the procedure under Articles 2343 -ter and 2343 -quater of the Italian Civil Code. Under this procedure, the sworn v aluation report by a court -appointed expert required under Article 2343 of the Italian Civil Code is not necessary, provided that the value attributed to the assets contributed does not exceed the value

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5 determined by a suitably qualified independent expert no more than six months before the contribution.

1.3 Scope and purpose of the Engagement New Team S.t.p.r.l. (“ NewTeam ”, “NeT ” or the “ Expert ”) was engaged by the Offeror’s Board of Directors to prepare the valuation report required under Article 2343 -ter, paragraph 2, letter b), of the Italian Civil Code in respect of the Offer Shares (the “ Engagement ” and the “ Report ”).

The valuation covers all the shares which, taken together, comprise the Issuer’s entire share capital. The per -share amount stated in the conclusions is therefore derived from the overall valuation and represents each share’s pro rata portion of the value attributed to all the shares subject to the Offer .

Accordingly, the valuation is from the perspective of a party acquiring the Issuer’s entire share capital or, in any event, an interest giving it legal or effective control. The Issuer is valued as a going concern and on a standalone basis.

The scope of the Engagement is expressly limited to determining, in an autonomous and independent manner, the fair value of the assets contributed (the “ Fair Value ”), from the perspective described above, for the subsequent purpose of verifying that this value is not lower than the value attributed to those assets in determining the share capital and any share premium.

The actual amount of the Capital Increase in Connection with the Offer can only be determined immediately prior to implementation, depending, among other factors, on the number of shares tendered in the Offer. The Report therefore determines the Fair Value of the Offer Shares as at the date of its issuance, which may serve as a reference for the Board when exercising the Authority to determine the amount of share capital and any share premium.

In accordance with Article 2343 -ter, paragraph 2, letter b), of the Italian Civil Code, NewTeam confirms that it is independent of the parties specified in that provision and has the appropriate and demonstrable professional expertise required thereunder, having regard to the subject matter and purpose of the valuation it has been engaged to perform.

1.4 Information underlying the valuation The Expert did not have access to the Issuer’s management or to any confidential information concerning the Issuer. The analysis is therefore based entirely on publicly available information. This has a significant bearing on the valuation methodology adop ted, the extent to which the underlying

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6 assumptions and data can be verified and the level of detail in which the results can be presented .

The information reviewed by the Expert includes, in particular :

o the Article 102 Notices issued by the Offeror on 21 August 2026 in respect of the Offer and the BPM Offer, respectively ;

o the Offeror’s press release of the same date concerning the launch of the two offers and the Extraordinary Distribution ;

o the documentation relating to the Mediobanca Merger, approved by the respective boards of directors on 10 March 2026, and to the demerger by contribution announced on 22 June 2026 ;

o the consolidated and separate financial statements of Banca Generali as at 31 December 2025 ;

o the consolidated interim financial report of Banca Generali as at 30 June 2026 and the related press release dated 29 July 2026 ;

o the consolidated interim management report as at 31 March 2026 ;

o the number of outstanding shares reported in MPS ’s press releases of 21 August 2026 ;

o presentations prepared by the Issuer’s management, including those used in connection with the announcement of its financial results and available in the Investor Relations section of its corporate website ;

o research reports published by analysts covering BG shares and consensus estimates for the Issuer’s future financial performance ;

o other publicly available information ;

o market prices, valuation multiples and other relevant market data obtained from professional databases (FactSet).

1.5 Activities performed The activities carried out for the purposes of the Engagement can be summarised as follows :

o review of the transaction, clarification of the purpose of the valuation and identification of the appropriate basis of value ;

o collection and review of the publicly available documentation referred to in

Section 1.4;

o fundamental analysis of the Issuer, including its business areas, business model, competitive positioning, relevant market dynamics and related financial performance and financial position ;

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7 o review of historical and current results, the Issuer’s stated strategic intentions and outlook, and analysts’ expectations for future performance ;

o identification of the key value drivers and selection of the appropriate valuation methodologies, taking into account valuation theory, professional practice, applicable valuation standards and the limitations of the available

information ;

o determination of the input variables, development of the valuation model and performance of sensitivity analyses ;

o overall assessment of the valuation results and formulation of the valuation

conclusion ;

o preparation of the Report .

1.6 Valuation assumptions, limitations and difficulties The results and conclusions of the Report should be read in light of the valuation assumptions, limitations and difficulties set out below, which form an integral part of the Report.

The analysis was conducted exclusively on the basis of publicly available information, without any discussions with the Issuer’s management.

Responsibility for the completeness and accuracy of the data rests with the parties that prepared and published the m. The Expert’s review was limited to assessing their overall consistency for the purposes of applying the valuation methodologies adopted. It cannot be excluded that access to non -public information could have led to significantly different conclusions.

The Engagement did not include any audit or due diligence procedures, other similar verification procedures, or a review of the internal control system.

Accordingly, the Expert expresses no opinion on the Issuer’s financial information. No checks were perf ormed to identify any errors, inaccuracies or latent or contingent liabilities relating to tax, contractual, social security, employment or legal matters, or to risks of any other kind not reflected in the financial information published by the Issuer. Nor was any review undertaken of the related insurance coverage or provisions for litigation.

The Expert obtained confirmation from the Offeror’s management that, to the best of its knowledge, there are no other matters relevant to the Engagement that have not been disclosed to and discussed with the Expert.

The Offer Shares were valued on the basis of the information available, assuming normal business operations and no material changes in the Issuer’s business or operating environment. In particular, the valuation assumes that, between 30 June 2026 and the d ate of the Report, there were no material

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8 changes in the Issuer’s financial position, financial performance or financial condition other than those publicly disclosed and taken into account in Sections 1.4 and 2.4. No independent procedures were performed to identify subsequent events that had not been publicly disclosed .

The valuations were performed on a standalone basis and therefore exclude any consideration of the synergies announced by the Offeror and the associated integration costs, as well as any other tax, accounting, financial or operational effects arising from completion of the Offer .

Some of the valuation methodologies produce values on a per -share basis and therefore relate to holdings that do not confer control, whereas the valuation concerns the entire share capital from the perspective of an acquisition of control. Accordingly, a c ontrol premium was applied where appropriate to reflect the proposed acquisition of legal or effective control of the Issuer .

Once a transaction has been announced, the market price of the target shares no longer reflects the company on an as -is basis, as it may also incorporate market expectations regarding the outcome of the transaction. In this case, the effect is magnified by the number of concurrent transactions involving the Italian banking sector (the Offer, the BPM Offer, the Intesa Offer, the Mediobanca Merger and other transactions not involving MPS). This was taken into account both in selecting the periods over which m arket prices were observed and in determining which companies affected by announced transactions should be included in the peer group .

Market -based valuation methodologies also require the selection of a peer group. Given the Issuer’s business model, which focuses on financial advisory and wealth management services for private clients, there are relatively few listed companies that are d irectly comparable. Even these differ in terms of business scope, size, profitability and capital structure. The selection of the peer group therefore involves an element of professional judgement, which should be taken into account when interpreting the r esults of the relevant valuation methodologies .

The most recent BG business plan disclosed to the market covers the 2022 -

2024 period. A new business plan is due to be presented, but not until after the date of this Report. In the absence of forward -looking business plans disclosed to the market, the val uation is based on consensus estimates. These estimates reflect third -party expectations regarding future events and management decisions that have yet to be made and are therefore inherently uncertain.

Actual results may differ significantly from these es timates. These estimates also incorporate assumptions that depend on factors wholly or partly outside the Issuer’s directors’ control. Given the inherent uncertainty surrounding

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9 future events – including whether, to what extent and when they will occur – actual results may differ significantly from the forecasts even if the events underlying the assumptions do occur.

The rates, prices, volatility measures and multiples used in the valuation model are inherently subject to change, even over short periods and as a result of speculative market activity. Changes in the macroeconomic and geopolitical environment may affect the valuation results in ways that cannot be reliably predicted.

In any event, business valuation is not simply a matter of applying formulas: it requires professional judgement and therefore inevitably involves a degree of subjectivity. The results obtained using the various valuation methodologies should therefore be considered as a whole and should not be taken out of context or relied upon in isolation from the Report as a whole .

The following matters fall outside the scope of the Engagement and have not been assessed by the Expert: the fairness of the Consideration or the exchange ratio; the issue price of the MPS shares; and the strategic, economic and financial merits of the tra nsaction or the manner in which it is to be implemented. The Report is not a substitute for the Issuer’s shareholders’ own independent judgement and does not constitute a solicitation, invitation or recommendation to accept or reject the Offer .

The Report is addressed to the Offeror’s Board of Directors and is intended solely for the purposes set out in Section 1.3 and contemplated by Article 2343 -

ter of the Italian Civil Code, including its publication within the time limits and in the manner pr escribed by law. The Report may not be used, reproduced or quoted, in whole or in part, for any other purpose or by any other party without the Expert’s prior written consent. NeT accepts no liability for any loss arising from any unauthorised use or use f or any other purpose. The Report is based on the information publicly available and the market parameters observed as at the date of its issuance .

Figures presented in the Report may have been rounded, and any internal discrepancies are due to rounding .

2. Asset subject to the Contribution 2.1 Company receiving the Contribution The company receiving the Contribution is Banca Monte dei Paschi di Siena S.p.A., a joint -stock company incorporated under Italian law, with registered

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10 office at Piazza Salimbeni 3, Siena, tax identification number and Arezzo –Siena Companies Register number 00884060526 . The Offeror is registered in the Register of Banks maintained by the Bank of Italy under no. 5274 and, as the parent company of the Monte dei Paschi di Siena Banking Group, in the Register of Banking Groups under no. 1030. It is a member of the Interbank Deposit Protection Fund and the National Guarantee Fund. The Offeror’s ordinary shares are traded on Euronext Milan.

2.2 Amount and nature of the assets contributed The Contribution comprises up to 116,851,637 ordinary shares of Banca Generali , with no par value and traded on Euronext Milan (ISIN IT0001031084), representing the Issuer’s entire share capital and including the treasury shares held by the Issuer.

In legal terms, the assets being contributed are equity securities. In substance, however, what may be contributed is the underlying business as a whole: the shares are the vehicle through which the Banca Generali Group’s assets, distribution network, asse ts under management and earnings capacity are transferred to the company receiving the Contribution. Accordingly, the valuation considers the underlying business in its entirety and as a going concern, on the assumption that the Offeror will acquire contro l upon completion of the Offer.

2.3 Banca Generali profile Banca Generali S.p.A. has its registered office at Via Machiavelli 4, Trieste, tax identification and Trieste Companies Register number 00833240328. It is registered in the Register of Banks under no. 5358 and, as the parent company of the Banca Generali B anking Group, in the Register of Banking Groups under no. 3075. The share capital, which is fully subscribed and paid up, amounts to EUR 116,851,637.00 divided into no. 116,851,637 ordinary shares with no par value.

Banca Generali’s shares have been listed since November 2006 and are included in the FTSE MIB Index.

The Issuer is controlled by AG pursuant to Article 2359 of the Italian Civil Code and Article 93 of the TUF, through a 50.17% interest in its share capital, and is subject to AG’s direction and coordination. There are no material shareholders’ agreements within the meaning of Article 122 of the TUF.

The Issuer operates as a specialist private bank, with a business model centred on a network of Financial Advisors providing clients with a broad range of financial support in managing and protecting their family wealth. The business

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11 has a strong growth focus, evident both in its historical performance and in the strategic priorities communicated by management. More specifically, its growth strategy is based on expanding its distribution capacity by increasing the size of its network, deploying it more effectively and entering into agreements with insurance partners; growing assets under management for affluent, private and entrepreneurial clients; and broadening its offering across managed investments, administered assets, insurance solutions and banking services, complemented by advanced wealth management and advisory services for non -financial assets. From a financial perspective, the business model is centred on operating income driven predominantly by fee and commission income, which is largely recurring with a smaller variable component, net of distribution costs and supplemented by o ther sources of income. It also entails lower capital requirements than those of commercial banks.

The Group’s consolidation perimeter includes, in particular :

o BG Fund Management Luxembourg S.A., a wholly owned Luxembourg management company responsible for the proprietary product range offered through the LUX IM, BG Collection Investments and BG Private Markets SICAVs ;

o Intermonte SIM S.p.A., which entered the Group’s scope of consolidation in February 2025 following a public offer concerning the entire share capital of the parent company Intermonte Partners SIM S.p.A., was acquired with an acceptance rate of 95.332%. It operates in securities brokerage, global markets, sales & trading, investment banking and research on listed SMEs.

The company is currently undergoing an integration process that envisage s the merger of its parent company into the Issuer ;

o BG (Suisse) Private Bank S.A., a Swiss -law bank established in 2021 and supervised by FINMA, and BG Aequitum S.A. (formerly BG Valeur S.A.), a Swiss wealth management boutique into which Aequitum Holding S.A. and Aequitum S.A. were merged on 23 December 20 25;

o Generfid S.p.A., a fiduciary company ;

o BG Saxo SIM S.p.A., a joint venture specialising in online trading (whose disposal is envisaged for the second half of the 2026 financial year); together with significant equity interests in Tosetti Value SIM S.p.A., 8A+ Investimenti SGR S.p.A. and Nextam Partners SIM S.p.A.

2.4 Financial performance and balance sheet at 30 June 2026 The Banca Generali Group’s key financial results are presented below for the first half of 2026, with comparative figures for the corresponding period of

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12 2025. Figures for the year ended 31 December 2025 are also presented to provide an indication of the Group’s scale on a full -year basis and are not intended for comparison with the half -year figures. The half -year figures have been subject to a limited rev iew, while the annual figures have been subject to a full audit. The analysis has not been extended to 2024, as this would not provide a meaningful comparison given the change in the scope of consolidation. The Intermonte Group has been consolidated since 31 January 2025 and is therefore not included in the 2024 figures, while its results are included for five months of the first half of 2025 .

Table n. 1 – Reclassified consolidated income statement ( EUR million )

The following points should be noted regarding the Group’s financial performance in the first half of the year :

o banking income increased to EUR 606.8 million, up 28.3% compared with the first half of 2025. Operating profit amounted to EUR 425.0 million (+37.9% compared with the first half of 2025), while net profit reached EUR 278.7 million (+39.2% compared with the first half of 2025 );

o net financial income reached EUR 189.0 million, up 6.8% compared with the first half of 2025, driven both by growth in customer deposits, which supported the interest component, and by a higher contribution from gains on financial transactions ;

€/mln 30.06.2026 30.06.2025 Chg. % 31.12.2025 Net interest income 167.4 161.7 3.5% 325.0 Net gains and losses on financial transactions and dividends21.6 15.3 41.2% 30.5 Net Financial income 189.0 177.0 6.8% 355.5 Net fee and commission income 417.7 295.7 41.3% 644.8 of which: recurring net fee and commission income 291.9 253.3 15.3% 530.0 of which: variable fee and commission income 125.8 42.4 n.m. 114.8 Banking income 606.8 472.7 28.3% 1,000.3 Net fee and commission income / banking income 68.8% 62.6% 10.0% 64.5% Operating costs (181.8) (164.4) 10.6% (361.2) of which: core operating costs (164.3) (151.5) 8.5% (288.6) Cost/Income ratio 30.0% 34.8% (13.9%) 36.1% Operating profit/(loss) 425.0 308.3 37.9% 639.1 Net profit 278.7 200.2 39.2% 445.8 Net profit / Banking income 45.9% 42.4% 8.4% 44.6% of which: recurring component 202.1 176.3 14.6% 362.5 of which: non-recurring component 76.6 23.8 n.m. 83.4

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13 o net fee and commission income increased compared with the first half of 2025, reaching EUR 417.7 million. The recurring component rose by 15.3% to EUR 291.9 million, while variable fee and commission income rose from EUR 42.4 million to EUR 125.8 million. The ratio of net fee and commission income to banking income rose to 68.8%, compared to 62.6% in the first half of 2025 ;

o operating costs amounted to EUR 181.8 million, an increase of 10.6% compared with the first half of 2025; the core component, amounting to EUR 164. 4 million, grew by 8.5% as a result of investment in IT, AI and data, and an increase in the workforce. The cost -to-income ratio fell to 30.0% from 34.8% in the first half of 2025 ;

o the 2025 financial year, the first to include the Intermonte Group, closed with a banking income of EUR 1,000.3 million and a net profit of EUR 445.8 million, of which EUR 362.5 million was recurring and EUR 83.4 million was non -recurring .

The results for the first half of the year have benefited from progress on a number of strategic projects, some relating to the core business and others to the acquisition of Intermonte and the insurbanking partnership with Alleanza1.

Both projects have stated targets for 2030, although it is not currently possible to assess the extent to which they will be achieved .

The key balance sheet figures are presented below as at 30 June 2026 with comparative figures as at 31 December 2025 .

1 Banca Generali, Investor Presentation, 29 July 2026, pp. 50 - 63.

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14 Table n. 2 – Key consolidated balance sheet figures ( EUR million )

The following points should be noted regarding the Group’s balance sheet and capital position :

o total assets stood at EUR 18,839.5 million, up 2.1% from 31 December 2025 ;

o the 20.4% increase in financial assets measured at amortised cost, to EUR 15,526.5 million, did not reflect growth in invested volumes, but rather a €/mln 30.06.2026 31.12.2025 Chg. % Financial assets measured at fair value through P&L 668.8 649.8 2.9% Financial assets measured at fair value through other 1,421.0 3,545.8 (59.9%) Financial assets measured at amortised cost 15,526.5 12,896.1 20.4% of which: loans to banks 4,087.5 3,702.4 10.4% of which: loans to customers 11,439.0 9,193.7 24.4% Hedging derivatives 128.5 153.5 (16.3%) Equity investments 1.2 0.6 n.m.

Property, plant and equipment and intangible assets 351.5 364.6 (3.6%) Tax assets 109.4 186.6 (41.4%) Other assets 631.1 657.5 (4.0%) Assets held for sale 1.5 1.5 — Total assets 18,839.5 18,456.0 2.1% Financial liabilities measured at amortised cost 16,209.4 15,922.7 1.8% of which: due to banks 346.5 310.3 11.7% of which: due to customers 15,863.0 15,612.4 1.6% Financial liabilities held for trading and hedging 241.8 294.0 (17.8%) Tax liabilities 18.0 13.8 30.4% Other liabilities 588.0 305.0 92.8% Special purpose funds 269.2 339.2 (20.6%) Shareholders' equity 1,513.2 1,581.4 (4.3%) Total liabilities and shareholders' equity 18,839.5 18,456.0 2.1% Balance sheet figures and regulatory capital ratios Tangible book value (TBV) 1,295.9 1,356.1 (4.4%) Total client assets 121,099 113,472 6.7% CET1 capital 981.2 933.2 5.1% CET1 ratio 17.2% 17.1% 0.8% Total Capital 1,082.1 1,033.7 4.7% Total Capital Ratio 19.0% 18.9% 0.5%

RWA 5,699.3 5,464.9 4.3%

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15 reallocation of the securities portfolio between accounting categories . This was matched by a 59.9% decrease in financial assets measured at fair value through other comprehensive income, to EUR 1,421.0 million. Within financial assets measured at amortised cost, loans to customers amounted to EUR 11,439.0 million (+24.4% from 31 December 2025), while loans to banks amounted to EUR 4,087.5 million (+10.4% from 31 December 2025) ;

o financial liabilities measured at amortised cost amounted to EUR 16,209.4 million, up 1.8% from 31 December 2025, and consisted almost entirely of direct customer deposits, which amounted to EUR 15,863.0 million (+1.6% compared to 31 December 2025) ;

o shareholders’ equity decreased by 4.3% from 31 December 2025 to EUR 1,513. 2 million, mainly as a result of the dividend paid in respect of the 2025 financial year, only partly offset by profit for the period, as well as the acquisition of the non -controlling interest in the subsidiary Intermonte SIM S.p.A. Tangible shareholders’ equity amounted to EUR 1,295.9 million ;

o CET1 capital amounted to EUR 981.2 million and total capital to EUR 1,082.1 million, against risk -weighted assets of EUR 5,699.3 million. This resulted in a CET1 ratio of 17.2% and a total capital ratio of 19.0%, both well above the SREP requirements for 2 026 of 8.6% and 12.9%, respectively .

In view of the overall capital and financial dynamics, the Issuer has recorded returns on equity that, over the last three years , have consistently been around 30% .

3. Valuation of the Issuer’s shares

3.1 Overview

This section provides a summary of the methodology adopted to determine the Fair Value of the Offer Shares .

The valuation covers the Offer Shares as a whole and has been performed from the perspective and subject to the limitations set out in Sections 1.3 and 1.6, to which reference is made .

The valuation methodologies selected, and the manner in which they have been applied, reflect a prudent approach consistent with the purpose of the statutory provisions: to ensure that the share capital of the company receiving the Contribution is not supp orted by a valuation of the contributed assets that exceeds their actual value .

However, the present case has a particular feature that warrants explanation.

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16 Here, the Contribution is not a unilateral act, but the result of an exchange: it is completed only if the Issuer’s shareholders consider the Consideration attractive and tender their shares in the Offer. In this context, a prudent approach requires verify ing that the value attributed to the shares contributed could be recovered by a market participant acquiring all the shares or an interest sufficient to obtain legal or effective control. This assessment excludes any benefits specific to the Offeror and th e associated integration costs, but, where required by the valuation methodology, takes into account the premium typically paid in comparable transactions to obtain legal or effective control of the Issuer. This makes it possible, in particular, to adopt a consistent perspective across both valuation methodologies based on the company’s fundamentals and those based on market data. The latter typically reflect the value of individual shares, except where the prices observed relate to comparable transaction s.

The valuation is based on the financial data reported in the Issuer’s consolidated interim financial report as at 30 June 2026, the most recent financial information approved by Banca Generali’s Board of Directors on 29 July 2026, and made available to the public on 5 August 2026 pursuant to Article 154 -ter, paragraph 2, of the TUF .

The financial and market parameters (risk -free rates, systematic risk coefficients, multiples and target prices) have been updated as at a date close to the date of issuance of the Report .

3.2 Valuation methodologies adopted The valuation methodologies considered appropriate were selected having regard to the Issuer’s particular characteristics and the sector in which it operates, established valuation theory and practice, and the safeguarding purpose of valuations performed i n connection with contributions in kind. This last consideration favours methodologies grounded in observable and verifiable market evidence, while limiting reliance on approaches based on subjective assumptions .

In all cases, the valuation must be based on a sound rationale, draw on objective sources, be transparent and verifiable at each stage, and remain neutral as between the interests of the parties .

Accordingly, an integrated approach was adopted, comprising the following valuation methodologies :

o Dividend Discount Model with Excess Capital Approach (Section 3.3);

o stock market multiples of comparable companies (Section 3.4);

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17 o regression analysis of profitability and book -value multiples (the “value map” approach) (Section 3.5);

o analysts’ target prices (Section 3.6).

The Issuer’s shares are traded on a liquid regulated market and are widely covered by analysts. The share price was monitored throughout the analysis and, together with the control premium derived from comparable transactions, was used as a benchmark again st which to assess the results produced by the other valuation methodologies.

As no forecasts prepared by the Issuer and approved and disclosed to the market are available, and in the absence of any other information suitable for this purpose, the fundamental valuation methodologies were based on consensus estimates prepared by anal ysts covering the stock.

The combined use of multiple valuation methodologies is not intended simply to provide additional points of reference. Rather, it allows the results of each methodology to be assessed against those of the others and the final valuation conclusion to be rea ched on the basis of the overall evidence, reducing the impact of the limitations inherent in any individual approach. In assessing the results produced by the various methodologies, consideration was also given to their respective ability to capture the s pecific characteristics of the Issuer’s business model, as outlined above The press release issued on 21 August 2026 states that the Consideration was determined before taking into account the payment of any dividends, including any dividend already approved but not yet paid. Accordingly, the valuation was initially performed on a cum -dividend basis. Conversely, assuming that the Issuer pays the BG Final Dividend before the Payment Date, the ex -dividend Fair Value can be determined.

3.3 Dividend Discount Model ( Excess Capital Approach) This approach is generally preferred for banks, as it takes into account the constraints imposed by prudential regulation on the distribution of cash flows.

The value of equity is determined by discounting the dividends that the Issuer would be able to dis tribute without reducing its capitalisation below the level required to support its business and expected growth :

W = Σ Dᵢ / (1 + Ke) ⁱ + TV / (1 + Ke) ⁿ

where W is the value of equity, D ᵢ is the distributable cash flow in period i, K ₑ is the cost of equity, n is the explicit forecast period and TV is the terminal value.

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18 The distributable cash flows were derived from forecast data, using consensus estimates where available and, for subsequent years, extrapolating the implied growth rates. For each year, distributable excess capital was determined relative to a target capit al ratio.

The discount rate was estimated using the capital asset pricing model (CAPM), based on the formula Ke = Rf + β x ERP + SSP, using the following parameters :

o Rf, the risk -free rate, based on the yield on ten -year Italian government bonds observed as at a date close to the date of issuance of the Report ;

o β, a measure of the stock ’s systematic risk, based on the beta observed for the peer group ;

o ERP , the equity risk premium, set in line with current valuation practice ;

o SSP, the size premium applied to companies smaller than the listed companies in the peer group used to estimate beta, based on established valuation practice .

Terminal value. The terminal value was determined by capitalising the sustainable distributable cash flow at maturity in perpetuity, using the formula TV = D(TV) / (Ke – g). The valuation obtained in this way was cross -checked against the value derived usi ng the multiples method.

Given the sensitivity of the methodology to the input assumptions, the results were tested by varying (a) the cost of equity and (b) the long -term growth rate .

3.4 The stock market multiples method The methodology is based on the premise that companies with similar businesses, risk profiles and outlooks should trade at similar multiples of their underlying fundamentals. The value of the Issuer is therefore determined by applying the multiples observe d for a peer group of comparable listed companies to the corresponding financial metrics of the Issuer. The reliability of the result depends critically on the comparability of the peer group, making its selection the most sensitive aspect of the entire me thodology .

The peer group was constructed by selecting listed companies in Italy and other markets operating in wealth management, private banking and asset gatherin g.

Consistent with industry practice, the P/E multiple was used. The multiples were calculated using average market capitalisations and consensus earnings estimates for 2027 and 2028, and the peer -group average was then used for the valuation .

The resulting multiples were applied to the Issuer’s corresponding forecast

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19 financial metrics. In addition, a control premium derived from comparable transactions was applied to reflect the fact that the basis of value produced by this methodology relates to minority interests .

Finally, in assessing the results, consideration was given to the fact that the peer -group analysis identified distinct clusters of companies with different profitability and growth profiles, whose average multiples differed from those of the peer group as a whole .

3.5 The regression analysis method The methodology is based on the relationship, observed in the relevant sector, between return on average tangible equity (RoATE) and the price -to-tangible book value (P/TBV) multiple: the market tends to assign higher P/TBV multiples to companies with high er levels of profitability .

Once the two metrics have been determined for a peer group of comparable companies and the relationship between them has been shown to be positive and statistically significant, the resulting regression line is used to derive the P/TBV multiple consistent with the Issuer’s expected profitability. This multiple is then applied to determine the value of the Issuer’s equity .

In applying the methodology, the same peer group of comparable companies and forecast periods as those used for the P/E multiple were adopted .

For the same reason set out in Section 3.4, a control premium was applied on the same basis .

3.6 The Target Price method The target prices published by analysts covering the stock provide an independent indication of value, based on their ongoing access to management and in -depth knowledge of the Issuer and the sector. The methodology determines the value of the company by r eference to these target prices, as published in research reports by specialist analysts. Each target price represents the analyst’s estimate of the price the stock could reach in the market and is derived independently using a range of valuation methodolo gies .

Given that the target prices collected may reflect the value of individual shares and may not therefore incorporate a control premium, they were also considered after adjustment for the control premium .

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20 4. Conclusion s Based on the considerations set out in the Report, and having regard to the limitations and valuation difficulties described above, the purpose of the Engagement, the Issuer’s statement of financial position and financial performance as at 30 June 2026, an d the information and valuation methodologies referred to above, the Expert has reached the following conclusion. As at the date of this Report, the Fair Value of up to 116,851,637 ordinary shares of Banca Generali S.p.A. that may be contributed in connect ion with the Capital Increase in Connection with the Offer, including a control premium, is not less than EUR 74.394 per share on a cum -dividend basis and EUR 73.694 per share on an ex -dividend basis, the latter being equal to the cum -dividend value less t he BG Final Dividend .

These values represent the maximum value that may be attributed to the shares for the purposes of determining the share capital and any share premium of the Capital Increase in Connection with the Offer, pursuant to Article 2343 -ter, paragraph 2, letter b) , of the Italian Civil Code .

Siena , 28 September 2026

Signed by

New Team S.t.p.r.l.

Prof. Pietro Mazzola (Founding Partner )