Undertaking by Delfin to tender a number of shares equal to 17.6% of the share capital of MPS

Informazione

Regolamentata n.

0033-241-2026Data/Ora Inizio Diffusione 4 Ottobre 2026 21:31:40Euronext Milan

Societa' :INTESA SANPAOLO

Utenza - referente :BINTESAN18 - Tamagnini Andrea

Tipologia :2.2

Data/Ora Ricezione :4 Ottobre 2026 21:31:40 Data/Ora Inizio Diffusione :4 Ottobre 2026 21:31:40 Oggetto :Undertaking by Delfin to tender a number of shares equal to 17.6% of the share capital of MPS Testo del comunicato

Vedi allegato

NOT FOR DISCLOSURE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR

FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR

REGULATIONS .

Not to be disclosed, published or distributed, in whole or in part, directly or indirectly in the United States of America, A ustralia, Canada or Japan, or in any other country in which the Offer is not authorized or to any person not permitted by law to ma ke such an offer or solicitation.

PRESS RELEASE

UNDERTAKING BY DELFIN TO TENDER A NUMBER OF SHARES EQUAL

TO 17.6% OF THE SHARE CAPITAL OF MPS

pursuant to articles 36 and 41, paragraph 5, of the Regulations adopted by CONSOB with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented (the “ Issuers’ Regulations ”)

Turin - Milan, 4 October 2026 – With reference to the voluntary public tender and exchange offer (the “Offer ” or “OPAS ”) promoted on all the ordinary shares of Banca Monte dei Paschi di Siena S.p.A. (“ MPS ”), the offeror Intesa Sanpaolo S.p.A. (“ ISP”) announces, with the consent of the counterparty, that, on the date hereof, Delfin S. à r.l, with registered office at 7 Rue de la Chapelle, L -

1325 Luxembourg (“ Delfin ”), a shareholder of MPS holding , as of the date hereof, n o. 534,676,825 MPS shares , has undertaken to tender its shares to the Offer , as configured by ISP in the notice pursuant to Article 102, paragraph 1, of the CFA issued on 8 June 2026 and in the press release issued on 3 October 2026 (the “Undertaking ”).

The Undertaking relates to the tender of the entire shareholding held by Delfin in MPS , represented by no. 534,676,825 shares, equal to 17.6% of the share capital of MPS , and to the attendance at the ordinary and extraordinary shareholders’ meeting called by MPS pursuant to Article 104, paragraph 1, of the CFA, voting at such meeting, “ in a manner consistent with the conditions of the Offer as at that date”.

For further information regarding the Undertaking, please refer to the essential information which will be published on MPS’s website and ISP’s website within the terms and in the manner provided for by Articles 122 of the CFA and 130 of the Issuers’ Regulations.

* * *

ISP will continue to keep the market informed of any development relating to the OPAS according to the terms and conditions provided for by the applicable regulations .

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Not to be disclosed, published or distributed, in whole or in part, directly or indirectly in the United States of America, A ustralia, Canada or Japan, or in any other country in which the Offer is not authorized or to any person not permitted by law to ma ke such an offer or solicitation.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED

STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN (OR IN ANY OTHER EXCLUDED COUNTRY). THE INFORMATION

PROVIDED IN THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL ANY SECURITIES OR A SOLICITATION OF AN

OFFER TO PURCHASE ANY SECURITIES IN THE EXCLUDED COUNTRIES (AS DEFINED BELOW) OR IN ANY OTHER

JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS

NOT LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.

The voluntary public tender and exchange offer referred to in this Press Release is promoted by Intesa Sanpaolo S.p.A. on all the ordinary shares of Banca Monte dei Paschi di Siena S.p.A., that on the filing date of the Offer Document – deducting no. 1,020 ,448 shares of Banca Monte dei Paschi di Siena S.p.A., on that date, held by the Offeror – amount up to no. 3,037,397,735 (the “ Offer Shares ”). It is also pointed out that the Offer Shares may be increased by a maximum of 272,012,804 shares of Banca Monte dei Paschi di Siena S.p.A. that, on the basis of the informati on disclosed on 10 March 2026, by the Boards of Directors of Banca Monte dei P aschi di Siena S.p.A. and Mediobanca – Banca di Credito Finanziario S.p.A., will be issued in connection with the share exchange arising from the merger of Mediobanca – Banca di Credito Finanziario S.p.A. into Banca Monte dei Paschi di Siena S.p.A., should the aforementioned merger become effective prior to the close of t he acceptance period for the Offer.

This Press Release does not constitute an offer to purchase or sell the shares of Banca Monte dei Paschi di Siena S.p.A.

Before the commencement of the Acceptance Period, as requested pursuant to the applicable regulations, the Offeror will relea se the Offer Document that the shareholders of Banca Monte dei Paschi di Siena S.p.A. shall carefully examine .

The Offer is promoted exclusively in Italy and it is addressed, on a non -discriminatory basis and on equal terms, to all the holders of shares of Banca Monte dei Paschi di Siena S.p.A. The Offer is promoted in Italy as the shares of Banca Monte dei Paschi di Siena S.p.A. are listed on Euronext Milan , a regulated market organised and managed by Borsa Italiana S.p.A. and, without prejudice to the following, the same is subject to the obligations and procedural requirements provided for by the Italian law .

The Offer is not promoted or disclosed in the United States of America (or will not be addressed to any U.S. Persons, as defined in the U.S. Securities Act of 1933 , as amende d), in Canada, Japan and Australia, or in any other Country where such Offer is not permitted in the absence of authorisation by the competent Authority or the fulfilment of other obligations by the Offeror (such countries, including the United States of America, Canada, Japan and Australia, collectively, the “ Excluded Countries ”), or using national or international instruments of communication or commerce in the Excluded Countries (including, without limitation, postal network, fax, telex, e -mail, telephone and internet ), nor through any structure of any of the Excluded Countries’ financial intermediaries or in any other way . On the date of this Press Release, the Offeror has not made any decision to extend the Offer to the United States of America and/or in the other Excluded Countries and reserves any right in this respect in compliance with the applicable regulations .

Partial or complete copies of any documents to be issued by the Offeror in connection with the Offer have not been and shall not be sent, nor shall they be transmitted in any way, or otherwise distributed, directly or indirectly, in the Excluded Countries. Any person receiving such documents shall not distribute, send or dispatch them (whether by post or by any other means or instrumentality of communication or commerce) in the Excluded Countries.

Any acceptances of the Offer resulting from solicitation activities carried out in violation of the above limitations will no t be accepted.

This Press Release, as well as any other document or information issued by the Offeror in connection with the Offer, does not constitute, nor doe s it form part of, any offer to purchase or exchange, or any solicitation of offers to sell or exchange, securities in the United States of America or any of the Excluded Countries. The securities may not be offered or sold in the United States of America unless they have been registere d pursuant to the U.S.

Securities Act of 1933, as amended, or are exempt from registration requireme nts. The securities offered in the context of the transaction under this Press Release will not be registered pursuant to the U.S. Securities Act of 1933, as amended. No security may be offered, sol d or purchased in the Excluded Countries in the absence of a specific authorization in accordance with the applicable provisions of the domestic law of those Excluded Countries, or any derogations from those provisions.

Intesa Sanpaolo S.p.A. reserves the right to extend the Offer to the United States of America and/or the other Excluded Countries in accordance with the applicable regulations .

This Press Release may only be accessed in or from the United Kingdom (i) by persons having professional experience in matters relating to investments falling within the scope of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as subsequently amended (the “ Order ”) or (ii) by high net worth companies and other persons to whom the Press Release may be legitimately transmitted, because they fall within the scope of Article 49(2) paragraphs (a) to (d) of the Order or (iii) by qualified investors, as defined under paragr aph 15 of s chedule 1 of the Public Offer and Admissions to Trading Regulations 2024 (all these persons together being referred to as “Relevant Persons ”). The securities under this Press Release are available exclusively to Relevant Persons and any solicitation, offer, agreement to subscribe, purchas e or otherwise acquire any such securities will be addressed exclusively to the latter. Any person who is not a Relevant Person will not act or rely on this document or its content.

Tendering in the Offer by persons resident in countries other than Italy may be subject to specific obligations or restrictio ns provided for by laws or regulations . It is the sole responsibility of the addressees of the Offer to comply with such regulations, and , therefore , before tendering in the Offer, to verify their existence and applicability by contacting their advisors. The Offeror shall not be held liable for any breach by any person of the foregoing limitations.

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Fine Comunicato n.0033-241-2026 Numero di Pagine: 4