BMPS: DEMERGER PLAN BY SEPARATION

BMPS: DEMERGER PLAN BY SEPARATION | Phynwire

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

PLAN FOR THE DEMERGER BY WAY OF SEPARATION

OF “Banca Monte dei Paschi di Siena S.p.A.”

IN FAVOUR OF

“Mediobanca Premier S.p.A.”

(prepared pursuant to and for the purposes of Article 2506.1 of the Italian Civil Code)

2 TABLE OF CONTENTS

1. INTRODUCTION ................................ ................................ ............................... 3

2. COMPANIES PARTICIPATING IN THE DEMERGER BY WAY

OF SEPARATION ................................ ................................ .............................. 4

3. BY-LAWS OF THE DEMERGED COMPANY AND BY -LAWS OF

THE BENEFICIARY COMPANY ................................ ................................ .... 5

4. ASSETS AND LIABILITIES TO BE ALLOCATED AS A RESULT

OF THE DEMERGER BY WAY OF SEPARATION ................................ .... 6

5. EXCHANGE RATIO AND PROCEDURES FOR THE

ALLOCATION OF SHARES ................................ ................................ ............ 7

6. DATE FROM WHICH THE SHARES OF THE BENEFICIARY

COMPANY ALLOCATED TO THE DEMERGED COMPANY

WILL PARTICIPATE IN PROFITS ................................ ................................ 8

7. EFFECTIVE DATE OF THE CIVIL LAW, ACCOUNTING AND

TAX EFFECTS OF THE DEMERGER BY WAY OF

SEPARATION ................................ ................................ ................................ ..... 8

8. TREATMENT RESERVED FOR PARTICULAR CATEGORIES

OF SHAREHOLDERS AND FOR HOLDERS OF RIGHTS

OTHER THAN SHARES ................................ ................................ ................... 8

9. TREATMENT RESERVED FOR DIRECTORS ................................ ............ 8

10. AUTHORISATIONS AND CONDITIONS TO WHICH THE

COMPLETION AND EFFECTIVENESS OF THE DEMERGER

BY WAY OF SEPARATION ARE SUBJECT ................................ ................. 8

3 The Boards of Directors of Banca Monte dei Paschi di Siena S.p.A. (hereinafter, “ BMPS ” or the “ Demerged Company ”) and of Mediobanca Premier S.p.A., a company with a sole shareholder (hereinafter, “ Premier ” or the “ Beneficiary Company ” and, together with BMPS, the “ Participating Companies ”) have prepared this plan for the demerger by way of separation (hereinafter, also the “ Demerger by way of Separation Plan ”), pursuant to Article 2506.1 of the Italian Civil Code, concerning the demerger by way of separatio n (scissione mediante scorporo ) of a part of the assets and liabilities of BMPS in favour of Premier (the “ Demerger by way of Separation ”).

This Demerger by way of Separation Plan has been prepared (i) on the assumption that, at the time of execution of the deed of Demerger by way of Separation, the deed of merger by incorporation of the company “MEDIOBANCA – Banca di Credito Finanziario Socie tà per Azioni” (“ Mediobanca ”), the current sole shareholder of Premier, into BMPS (the “ Merger ”) has been registered with the competent offices of the Companies’ Registers and (ii) on the assumption that the Effective Date (as defined below) of the Demerge r by way of Separation is set at a time subsequent to the effective date of the Merger (and, therefore, after the cancellation of the Mediobanca shares and their delisting from trading on the Euronext Milan regulated market and after BMPS has assumed the position of sole shareholder holding the entire share capital of Premier).

1. INTRODUCTION

As a preliminary matter, it is acknowledged that:

a) on 24 January 2025, BMPS announced to the market the decision to launch a voluntary full public exchange offer (the “ Offer ”) pursuant to and for the purposes of Articles 102 and 106, paragraph 4, of Legislative Decree No. 58 of 24 February 1998 (the “ CFA ”), as well as of the regulation approved by CONSOB resolution No. 11971 of 14 May 1999 (the “ Issuers’ Regulation ”), for all of the shares issued by Mediobanca;

b) the Offer was completed on 22 September 2025; as a result thereof, BMPS came to hold a total of 702,254,055 shares of Mediobanca, equal to approximately 86.3% of its share capital. In light of this, Mediobanca became a subsidiary of BMPS pursuant to and f or the purposes of Articles 2359 of the Italian Civil Code, 93 of the CFA and 23 of Legislative Decree No. 385/93, as subsequently amended and supplemented (the “ TUB ”), and is subject to the management and coordination activities of BMPS pursuant to Arti cle 61 of the TUB;

c) on 10 March 2026, consistent with the new 2026 -2030 Business Plan (the “ Plan ”) approved by BMPS on 26 February 2026, the boards of directors of BMPS and Mediobanca, subject to the favourable opinion of their respective Related Party Transactions Committees pursuant to CONSOB Regulation No. 17221/2010, approved a broad reorganisati on project aimed at the full integration of BMPS and Mediobanca, which provides for:

4 i the Merger by incorporation of Mediobanca into BMPS, following which, among other things, BMPS will own all of the 1,012,500,000 shares representing the entire share capital of Premier; as well as ii the allocation by BMPS in favour of Premier of the corporate & investment banking and private banking activities serving high -end customers, including the foreign branches of Mediobanca, as well as of the stake in Assicurazioni Generali S.p.A. held by Mediobanca itself (and, following the Merger, by BMPS) and the stakes in companies carrying out activities functional to the core activities; and iii the allocation by Premier in favour of Widiba of the activities relating to the networks of financial advisors and the retail and affluent wealth management activities, including the existing contractual relationships with remote -operating customers, (the transactions referred to in items (ii) and (iii), the “ Reorganisation Transactions ”).

The Merger is consistent with the guidelines approved by BMPS in the Plan and constitutes the essential prerequisite, as well as the first and fundamental step, of a comprehensive unitary reorganisation project aimed at redefining the overall structure of the Group and at creating the corporate perimeter within which the Reorganisation Transactions just described will be implemented, following the approval of the Merger.

The Merger and the Reorganisation Transactions are aimed at fully implementing the industrial and financial objectives disclosed to the market in the offer document and in the plan approved by BMPS, as they ensure greater consistency between corporate stru cture, operating model and growth strategies. The ultimate objective is to create the third -largest national banking operator in terms of total assets, customer loans, direct funding and total financial assets and a highly diversified, resilient player with distinctive and complementary capabilities in each business area and a significant degree of innovation and support for growth.

In particular, the Reorganisation Transactions approved by the boards of directors of the Participating Companies fall within the management and coordination activities carried out by BMP S as parent company of the banking group;

d) taking into account that the Demerger by way of Separation provides for the allocation of all the newly issued shares of the Beneficiary Company to the Demerged Company, pursuant to Article 2506 -ter, paragraph 3, of the Italian Civil Code, as well as in line with the approach of Principle No. 209 of the Notarial Council of Milan, the preparation of the following is not required: (i) the balance sheets provided for by Article 2501 -quater of the Italian Civil Code; and (ii) the reports provided for by Arti cles 2501 -quinquies (report of the management body) and 2501 -sexies (report of the experts on the fairness of the exchange ratio) of the Italian Civil Code;

5 e) the Board of Directors of BMPS has provided, within the scope of the management and coordination activities carried out by the Bank as banking Parent Company, the appropriate instructions to Mediobanca, in its capacity as current sole shareholder of Premi er, so that the competent bodies of Mediobanca may, from time to time, take the actions necessary in relation to the Demerger by way of Separation.

2. COMPANIES PARTICIPATING IN THE DEMERGER BY WAY OF

SEPARATION

Demerged Company

Banca Monte dei Paschi di Siena S.p.A. , a company whose shares are listed on Euronext Milan, with registered office in Siena, Piazza Salimbeni No. 3, share capital of Euro 17,978,187,186.85 fully paid -up, registered with the Companies’ Register kept by the Chamber of Commerce, Industry, Crafts and Agriculture of Arezzo -Siena under registration number and tax code 00884060526, Economic and Administrative Index No.

SI-97869, belonging to the “MPS VAT GROUP” with VAT number 01483500524, registered with the Reg ister of Banks maintained by the Bank of Italy under number 5274, ABI code number 1030.6, and Parent Company of the Monte dei Paschi di Siena Banking Group, registered with the Register of Banking Groups under parent company ABI code number 1030.6, a member of the Interbank Deposit Protection Fund and the National Guarantee Fund.

Beneficiary Company

Mediobanca Premier S.p.A. , which at the Effective Date (as defined below) will take the name “Mediobanca S.p.A.”, unless at such date the partial demerger of Mediobanca Premier S.p.A. in favour of Banca Widiba S.p.A. of the related demerged assets and liabilities (the “ Partial Demerger ”) has already taken place, by virtue of which such name has already been taken, with registered office in Milan, Viale Luigi Bodio No. 37, share capital of Euro 506,250,000.00 fully paid -up, registered with the Companies’ Register kept by the Chamber of Commerce of Milano -Monza -Brianza -Lodi under registration number and tax code 10359360152, Economic and Administrative Index No.

MI-1366710, registered with the Register of Banks maintained by the Bank of Italy under number 5329 , a company with a sole shareholder and subject to the management and coordination activities of BMPS.

3. BY-LAWS OF THE DEMERGED COMPANY AND BY -LAWS OF THE

BENEFICIARY COMPANY

By-laws of the Demerged Company Following the Merger, BMPS will increase its share capital by a maximum of Euro 1,609,487,836.43 through the issuance of a maximum of 272,012,804 ordinary shares, with no par value, in application of the exchange ratio of the Merger.

6 The amount of the maximum capital increase of BMPS to service the exchange is calculated without taking into account the ordinary shares of Mediobanca held by BMPS, which will be cancelled without exchange upon the Merger.

Therefore, as a result of the Merger, the by -laws of BMPS will be amended limited to Article 6 in order to reflect the share capital increase of BMPS to service the exchange ratio of the Merger.

The full text of the by -laws of BMPS currently in force, highlighting the amendments to the by -laws that will enter into force on the effective date of the Merger, is annexed to this Demerger Plan under letter “ A”.

The by -laws of BMPS will not be amended as a result of this Demerger by way of Separation.

By-laws of the Beneficiary Company Unless already occurred at the Effective Date by virtue of the Partial Demerger, Premier will change its corporate name to “Mediobanca S.p.A.”, with corresponding amendment of Article 1 of the by -laws of Premier.

Following the Demerger by way of Separation, Premier will increase its share capital by Euro 493,750,000.00 through the issuance of 987,500,000 ordinary shares, with a par value of Euro 0.50 (zero point fifty) each, to service the Demerger by way of Separa tion, with corresponding amendment of Article 4 of the by -laws of Premier.

The text of the by -laws of Premier currently in force is annexed to this Demerger Plan under letter “ B”.

4. ASSETS AND LIABILITIES TO BE ALLOCATED AS A RESULT OF

THE DEMERGER BY WAY OF SEPARATION

As a result of the Demerger by way of Separation, the Demerged Company allocates in favour of the Beneficiary Company a set of assets and liabilities consisting of:

i the assets and liabilities relating to the activities of Mediobanca in the areas of corporate & investment banking and private banking serving high -end customers, including the foreign branches of Mediobanca, which will become part of the assets of the Demerged Company as a result of the Merger (the “ Mediobanca Core Activities ”) as well as any other asset and liability, employment relationships, ongoing contracts or other legal relationship, whether as creditor or debtor, relating to the Mediobanca Core A ctivities;

ii controlling stakes held by the Demerged Company in certain supervised (and non -

supervised) companies carrying out activities functional to the conduct of the Mediobanca Core Activities, held by Mediobanca at the date of publication of this Demerger Plan and which will become part of the assets of the Demerged Company as a result of the Merger;

7 iii all the shares (or other financial instruments) issued by Assicurazioni Generali S.p.A. and held by Mediobanca that will become part of the assets of the Demerged Company as a result of the Merger;

iv the further assets and liabilities, employment relationships, ongoing contracts and any other legal relationship, whether as creditor or debtor, relating to the activities of BMPS in the areas of Merger & Acquisition Advisory (M&A Advisory), Equity Capital Markets (ECM) and Debt Capital Markets (DCM) , and of Global Markets (including MEF Debt Capital Markets and BTP Specialist ) and Marketing, Sales & Coverage ;

all of the foregoing – without prejudice to what is specified below – as precisely described, including in the detailed statements, in Annex “ C” (the set of assets and liabilities to be allocated to the Beneficiary Company as identified above, the “Business Unit ”).

The Business Unit is currently identified on the basis of the accounting records of the Business Unit itself as at 31 December 2025.

In particular, the Business Unit includes, in addition to the assets and liabilities described in Annex C, all assets and liabilities, fixed assets, rights, actions, claims, obligations, responsibilities, charges, restrictions, encumbrances and legal situa tions of any kind that are connected with, instrumental to or related to the Business Unit subject to the Demerger by way of Separation.

It is specified that the Demerged Company will however allocate the Business Unit to the Beneficiary Company at a book value that, at the Effective Date (as defined below), will have to be equal to a total of Euro 13,500,000,000.00. Such book value will re sult from the fact that the demerger perimeter will be completed, at the Effective Date, with the inclusion of the liability position of interbank lines available to BMPS, also following the Merger, for over Euro 23 billion, to the extent necessary to dete rmine the aforementioned value of net equity to be allocated to the Beneficiary Company at Euro 13,500,000,000.00, estimated as necessary to meet the related capital endowment, on the basis of the supervisory requirements as at 31 December 2025.

As a consequence of the Demerger by way of Separation, the Demerged Company will record among its assets the value of the equity investment equal to the net book value of the assets and liabilities subject to the Demerger by way of Separation. Correspondin gly, the Beneficiary Company will take on a net equity equal to the net book value of the assets and relationships subject to the Demerger by way of Separation, allocated to share capital for Euro 493,750,000.00 and to reserves for Euro 13,006,250,000.00.

The Demerger by way of Separation is therefore instrumental to the definition of better corporate structures and operating models consistent with growth strategies and does not result in any change in the net equity value of the Demerged Company.

The Business Unit will be allocated to the Beneficiary Company in the condition in which it will be at the Effective Date (as defined below).

8 The Participating Companies will cooperate in order to carry out all the acts that may be useful or necessary for the purposes of the allocation of the Business Unit in favour of the Beneficiary Company, including, without limitation, the execution of any deed, declaration or agreement, the sending of any communication, and the fulfilment of any other obligation or formality with any third party or competent Authority.

Should, between the reference date of the accounting records taken as the basis for this Demerger by way of Separation Plan (31 December 2025) and the Effective Date (as defined below), as a result of business operations and/or of an impediment to the allocation of individual components of the Business Unit to the Beneficiary Company or for any other reason, (i) differences arise in the book values of the assets and liabilities to be allocated to the Beneficiary Company and/or (ii) replacements or changes o ccur in (asset or liability) items or other legal relationships or situations included in the Business Unit, such circumstances, if necessary, will be settled by the Participating Companies – without prejudice to the foregoing – by means of specific cash a djustments, reciprocal debit/credit items or other items or relationships of a financial nature, in any event in compliance with the need for proper capitalisation of the Participating Companies and for the proper formation of the share capital of the Bene ficiary Company.

Any contingent assets or liabilities that may arise after the Effective Date (as defined below) in relation to the Business Unit allocated to the Beneficiary Company and to the assets and liabilities remaining with the Demerged Company will remain respecti vely for the benefit or at the expense, as the case may be, of the Beneficiary Company or of the Demerged Company, always without prejudice to the foregoing.

5. EXCHANGE RATIO AND PROCEDURES FOR THE ALLOCATION OF

In compliance with the provisions of Article 2506 -bis, paragraph 4, of the Italian Civil Code, the Demerger Plan does not contain the data referred to in numbers 3) and 4) of Article 2501 -ter, first paragraph, of the Italian Civil Code.

6. DATE FROM WHICH THE SHARES OF THE BENEFICIARY

COMPANY ALLOCATED TO THE DEMERGED COMPANY WILL

PARTICIPATE IN PROFITS

In compliance with the provisions of Article 2506 -bis, paragraph 4, of the Italian Civil Code, the Demerger Plan does not contain the data referred to in number 5) of Article 2501 -ter, first paragraph, of the Italian Civil Code.

7. EFFECTIVE DATE OF THE CIVIL LAW, ACCOUNTING AND TAX

EFFECTS OF THE DEMERGER BY WAY OF SEPARATION

Subject to the fulfilment (or, where permitted, the waiver) of the conditions precedent provided for in Article 10 below, pursuant to and for the purposes of Article 2506 -quater of the Italian Civil Code, the Demerger by way of Separation that is the subject of this

9 Demerger Plan will take effect for civil law purposes (vis -à-vis third parties), following the effectiveness of the Merger, as from the date of the last of the prescribed registrations of the deed of Demerger by way of Separation with the competent offices of the Companies’ Registers or from the subsequent date indicated in the deed itself (the “Effective Date ”). As from such date, the transactions of the Demerged Company will be recorded in the financial statements of the Beneficiary Company.

The tax effects of the Demerger by way of Separation will also run from the aforementioned date.

8. TREATMENT RESERVED FOR PARTICULAR CATEGORIES OF

SHAREHOLDERS AND FOR HOLDERS OF RIGHTS OTHER THAN

In compliance with the provisions of Article 2506 -bis, paragraph 4, of the Italian Civil Code, the Demerger Plan does not contain the data referred to in number 7) of Article 2501 -ter, first paragraph, of the Italian Civil Code.

9. TREATMENT RESERVED FOR DIRECTORS

In the context of the Demerger by way of Separation referred to in the Demerger by way of Separation Plan, no special benefits are provided in favour of the persons responsible for the management of the Demerged Company or of the Beneficiary Company.

10. AUTHORISATIONS AND CONDITIONS TO WHICH THE

COMPLETION AND EFFECTIVENESS OF THE DEMERGER BY WAY

OF SEPARATION ARE SUBJECT

The Demerger by way of Separation requires the obtainment of the authorisations provided for by applicable regulations, including sector -specific regulations, and in particular (the “ Authorisations ”):

i the authorisation of the European Central Bank and/or the Bank of Italy pursuant to Articles 4 and 9 of Regulation (EU) No. 1024/2013 and Article 57 of the TUB and the related implementing provisions;

ii the verification pursuant to Article 56 of the TUB and the related implementing provisions in relation to the amendments to the by -laws of the Beneficiary Company resulting from the Demerger by way of Separation;

iii the authorisations of the European Central Bank and the Bank of Italy pursuant to Articles 26, paragraph 3, and 28 of Regulation (EU) No. 575/2013 and the related implementing provisions, for the classification of the newly issued ordinary shares arising from the capital increase to service the Demerger by way of Separation as Common Equity Tier 1 (CET1) capital instruments;

iv the authorisation of the Bank of Italy for the approval, pursuant to Articles 110 and 19 of the TUB and/or Article 15 of the CFA, (a) of the change of the direct

10 controlling shareholder of certain Italian non -bank intermediaries included in the MPS Banking Group (whose direct shareholding will be transferred to Premier in the context of the Demerger by way of Separation) and (b) of the change of the indirect qualif ying shareholder of certain non -bank intermediaries (whose indirect shareholding will be transferred to Premier in the context of the Demerger by way

of Separation);

v the authorisation of IVASS pursuant to Article 68 of Legislative Decree No. 209 of 7 September 2005 for the change of the direct qualifying shareholder of Assicurazioni Generali S.p.A.;

vi the authorisation by certain foreign supervisory authorities for the approval of the change (a) of the (direct and indirect) controlling shareholder of certain foreign supervised entities included in the group headed by BMPS (whose shareholding, direct an d indirect, will be transferred to Premier in the context of the Demerger by way of Separation) and (b) of the indirect qualifying shareholder of certain further foreign supervised entities (whose indirect shareholding will be transferred to Premier in t he context of the Demerger by way of Separation);

vii the authorisation by the European Central Bank and the Bank of Italy for the extension of the operations of the Beneficiary Company in relation to the provision of certain investment services and activities in Italy pursuant to Article 19, paragraph 4, of the TUB and Part One, Title I, Chapter I, Section VII, paragraph 4 of Bank of Italy Circular No. 285 of 17 December 2013;

viii the authorisation by the Bank of Italy, pursuant to Article 15, paragraph 2, of the TUB and Article 29, paragraph 3, of the CFA, for the commencement of the operations of the Beneficiary Company in the United Kingdom through the establishment of a branch;

ix the authorisation by the Financial Conduct Authority for the commencement of the operations of the Beneficiary Company in the United Kingdom through the establishment of a branch;

x the authorisation of the Bank of Italy pursuant to Article 16, paragraph 2, of the TUB for the commencement of the operations of the Beneficiary Company in certain third countries;

xi the authorisation by certain foreign supervisory authorities for the provision by the Beneficiary Company of activities subject to mutual recognition and investment services in certain Third Countries without the establishment of a

branch;

xii the authorisation of the Presidency of the Council of Ministers pursuant to Article 2 of Decree -Law No. 21 of 15 March 2012 on the exercise of special powers in relation to investments in strategic sectors, converted with amendments by Law No. 56 of 11 Ma y 2012, as subsequently amended and supplemented (the “ Golden Power regulations ”), it being understood that the authorisation may be express or tacit, upon expiry of the applicable statutory term, or by way of an indication

11 as to the non -applicability of the Golden Power regulations, without the related measure imposing prescriptions and/or recommendations; all of the foregoing it being established that, in the event of the issuance by the Presidency of the Council of Ministe rs of a measure containing prescriptions and/or recommendations, the Demerged Company and the Beneficiary Company may in any event comply with any prescriptions and/or recommendations received and therefore decide to proceed with the deed of Demerger by wa y of Separation; and xiii the further authorisations that, pursuant to applicable (Italian or foreign) regulations, including sector -specific regulations, may be necessary.

In light of the pending voluntary public exchange offer launched by Intesa Sanpaolo S.p.A. – on 8 June 2026 – for all of the ordinary shares of Banca Monte dei Paschi di Siena S.p.A., the effectiveness of the Demerger by way of Separation governed herein i s subject to the approval by the shareholders’ meeting of BMPS of the Reorganisation Transactions, including the Demerger by way of Separation, pursuant to and for the purposes of Article 104 of the CFA.

Lastly, the completion of the Demerger by way of Separation is subject to the fulfilment (or, where permitted, the waiver), by the date of execution of the deed of Demerger by way of Separation, of the following conditions precedent:

i the registration of the deed of Merger with the competent offices of the

Companies’ Registers;

ii the issuance of the aforementioned Authorisations;

iii the absence of any order, act, injunction and/or measure of the Authority preventing the execution of the Demerger by way of Separation;

iv the approval of the Demerger by way of Separation Plan by the Extraordinary Shareholders’ Meetings of the Participating Companies;

v the completion of the trade union consultations pursuant to Article 47 of Law No.

428/1990, as subsequently amended and supplemented, in relation to the Demerger by way of Separation.

** * ** The Demerger by way of Separation Plan will be filed for registration with the competent Companies’ Registers following the issuance of the authorisation of the European Central Bank and the Bank of Italy pursuant to Articles 4 and 9 of Regulation (EU) No. 1024/2013 and Article 57 of the TUB and the related implementing provisions.

The documentation required by Article 2501 -septies of the Italian Civil Code, as referred to in Article 2506 -ter of the Italian Civil Code, will be filed within the terms and in the manner provided for by law and applicable regulations.

** * **

12 Annexes:

A) By-laws of the Demerged Company currently in force, highlighting the amendments that will enter into force as a result of the Merger;

B) By-laws of the Beneficiary Company currently in force;

C) Assets and liabilities allocated to the Beneficiary Company, with the related detailed statements.

Siena, 30 June 2026

“Banca Monte dei Paschi di Siena S.p.A.” On behalf of the Board of Directors,

[signed]

Renzo Filippo Riccardo Quagliana (Group General Counsel)

Milan, 30 June 2026

“Mediobanca Premier S.p.A.” On behalf of the Board of Directors,

[signed]

Marco Carreri (Chairman of the Board of Directors)

1 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

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

BY- LAWS

of Banca Monte dei Paschi di Siena S .p.A. (“Ban k”, “Company ” or “ BMPS”), a public limited company established as a result of Monte dei Paschi di Siena, a public -law credit institution (approval decree from the Minister of Treasury no. 721602 dated 8 August 1995), transferring its banking activities to it by a deed dated 14 August 1995 under the hand and seal of Mr. Giovanni Ginanneschi, notary public in Siena, and a supplementary deed dated 17 August 1995 by said notary public. Both deeds were filed and registered with the Court of Siena on 23 August 1995 under no. 6679.

By-Laws amended by:

• Shareholders' Meeting resolution of 8 November 1995 (articles 6, 7 and 29) ;

• Shareholders' Meeting resolution of 29 April 1998 (articles 17, 24, 27 and 30; cancellation of "Interim rule") ;

• Shareholders' Meeting resolution of 31 March 1999 (articles 3, 6, 7, 9, 12, 14, 15, 16, 17, 19, 25, 27, 28, 29, 30 and 31; "Interim Rule") ;

• Board of Directors meeting resolution of 15 July 1999 (article 6);

• Shareholders' Meeting resolution of 7 June 2000 (articles 6, 7 and 9);

• Shareholders' Meeting resolution of 13 July 2000 (articles 10, 14, 16, 17, 18, 19, 22, 23, 24, 25, 26, 27, 28, 29, 30 and 31; cancellation of "Interim rule");

• Board of Directors meeting resolution of 30 September 2000 (article 6);

• Board of Directors meeting resolution of 12 October 2000 (article 6);

• Board of Directors meeting resolution of 30 November 2000 (article 6);

• Shareholders' Meeting resolutions of 30 April 2001(articles 6 and 14);

• Shareholders' Meeting resolutions of 20 December 2001(articles 6, 8 and 26);

• Board of Directors meeting resolution of 20 December 2001 (article 6);

• Board of Directors meeting resolution of 7 February 2002 (article 6);

• Shareholders' Meeting resolutions of 30 November 2002 (article 6);

• Shareholders' Meeting resolutions of 28 February 2003 (articles 6, 12, 13, 15, 19, 22, 23

and 32);

• Shareholders' Meeting resolution of 26 April 2003 (article 27);

• Shareholders' Meeting resolution of 14 June 2003 (articles 6, 31 and 33 - new; 9, 14, 15, 16, 19 and 26) ;

2 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

• Board of Directors meeting resolution of 18 December 2003 (article 6);

• Shareholders' Meeting resolution of 15 January 2004 (article 6);

• Shareholders' Meeting resolution of 28 April 2004 (article 1);

• Shareholders' Meeting resolution of 24 June 2004 (articles 5, 6, 7, 8, 10, 12, 13, 14,15, 17, 18 and 26) ;

• Shareholders' Meeting resolution of 15 December 2005 (article 6);

• Board of Directors meeting resolution of 7 September 2006 (article 6);

• Shareholders' Meeting resolution of 20 June 2007 (articles 7, 9, 12, 13, 14, 15, 16, 17,19,22, 23, 25, 26 and 27; introduction to new Chapter XIV and new articles 30 and 31;

consequent new numbering of following Chapters, articles and references) ;

• Shareholders' Meeting resolution of 5 December 2 007 (articles 18 and 26) ;

• Shareholder's Meeting resolution of 6 March 2008 (article 6);

• Board of Directors meeting resolution of 20 March 2008 (article 6);

• Board of Directors meeting resolution of 10 April 2008 (article 6);

• Board of Directors meeting resolution of 24 April 2008 (article 6);

• Board of Directors meeting resolution of 2 October 2008 (article 6);

• Shareholders' Meeting resolution of 4 December 2008 (article 15);

• Shareholders' Meeting resolution of 25 June 2009 (article 13, 15, 17, 23 and 26) ;

• Board of Directors meeting resolutions of 17 September and 15 October 2009 (article 6) ;

• Shareholders' Meeting resolution of 3 December 2010 (articles 6, 10, 12, 13, 14, 15, 26

and 30);

• Shareholders' Meeting resolution of 29 April 2011 (articles 13, 14, 17, 33 and 35) ;

• Shareholders' Meeting resolution of 6 June 2011 (articles 4, 6, 18, 29, 33, 34, 35 and Chapter XIII) ;

• Board of Directors meeting resolution of 7 June 2011(article 6);

• Board of Directors meeting resolution of 16 June 2011 (article 6);

• Board of Directors meeting resolution of 21 July 2011 (article 6);

• Board of Directors meeting resolution of 16 December 2011;

• Shareholders' Meeting resolution of 1 February 2012 (articles 6, 7, 28, 33 and 35) ;

• Shareholders' Meeting resolution of 9 October 2012 (articles 6, 12, 13, 14, 16, 17 and 27) ;

• Shareholders’ Meeting resolution of 25 January 2013 (article 6);

• Shareholders’ Meeting resolution of 18 July 2013 (articles 9, 13, 15, 16, 17, 18, 21, 22,

26, 27);

• Shareholders’ Meeting resolution of 28 December 2013 (article 6);

• Shareholders’ Meeting resolution of 29 April 2014 (articles 15 and 26);

3 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

rule");

• Board of Directors meeting resolution of 21 May 2015 (article 6);

• Shareholders’ Meeting resolution of 16 April 2015 (article 12, 13, 14, 15,17 and 23);

• Shareholders’ Meeting resolution of 24 November 2016 (article 6);

• Board of Directors meeting resolution of 2 August 2017 (article 6);

• Shareholders’ Meeting resolution of 18 December 2017 (articles 6, 10, 13, 14, 15, 16, 17, 18, 19, 20, 21, 23, 24, 26, 27, 28 and 33);

• Shareholders’ Meeting resolution of 11 April 2019 (articles 17, 22, 32 (former art. 31) and the provision of the new Chapter IX and of the new article 24, consequent renumbering of the subsequent Chapter and articles and adjustments of the references to the

amended articles);

• Shareholders’ Meeting resolution of 4 October 2020 (article 6);

• Shareholders’ Meeting resolution of 12 April 2022 (article 23);

• Shareholders’ Meeting resolution of 15 September 2022 (articles 1, 6, 12, 13, 14, 15, 17, 18, 23, 25, 26 and 32) ;

• Shareholders’ Meeting resolution of 17 April 2025 (articles 6, 14 e 15);

• Board of Directors meeting resolution of 26 June 2025 (article 6) ;

• Shareholders’ Meeting resolution of 4 February 2026 (articles 13, 14, 15, 17, 18, 20, 21, 25 e 31);

• Shareholders’ Meeting resolution of [•] 2026 (article 6).

4 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

CONTENT

----------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------

CHAPTER I ................................ ................................ ................................ ................................ ...............

(Origin – Name - Purpose - Registered Office – Duration of the Company) ................................ ................

CHAPTER II ................................ ................................ ................................ ................................ ..............

(Share Capital - Shares) ................................ ................................ ................................ .............................

CHAPTER III ................................ ................................ ................................ ................................ .............

(Corporate Bodies) ................................ ................................ ................................ ................................ ....

CHAPTER IV ................................ ................................ ................................ ................................ ............

(Shareholders' Meeting) ................................ ................................ ................................ ............................

CHAPTER V ................................ ................................ ................................ ................................ .............

(Board of Directors) ................................ ................................ ................................ ................................ ..

CHAPTER VI ................................ ................................ ................................ ................................ ............

(Chief Executive Officers) ................................ ................................ ................................ .......................

CHAPTER VII ................................ ................................ ................................ ................................ ...........

(Chairman) ................................ ................................ ................................ ................................ ...............

CHAPTER VIII ................................ ................................ ................................ ................................ ..........

(General Manager) ................................ ................................ ................................ ................................ ....

CHAPTER IX…………………………………………………………………………………………... .....................................

(Health And Safety At Work - The Employer For The Protection Of Health And Safety At

Work)………………………………………………………………………………………………… ……………………………………………

CHAPTER X ................................ ................................ ................................ ................................ ..............

(Board of Statutory Auditors) ................................ ................................ ................................ ...................

CHAPTER XI ................................ ................................ ................................ ................................ .............

(Fees and Reimbursement of Expenses for Directors and Statutory Auditors) ................................ ............

5 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

(Outer Units ) ................................ ................................ ................................ ................................ ...........

CHAPTER XIII ................................ ................................ ................................ ................................ ...........

(Auditing and drafting of corporate accounting documents ) ................................ ................................ ..........

CHAPTER XIV ................................ ................................ ................................ ................................ ..........

(Financial Statements and Profits) ................................ ................................ ................................ ..............

CHAPTER XV ................................ ................................ ................................ ................................ ...........

(Signing Authority ) ................................ ................................ ................................ ................................ ...

CHAPTER XVI ................................ ................................ ................................ ................................ ..........

(Winding -up) ................................ ................................ ................................ ................................ ...........

6 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

CHAPTER I

Origin – Name - Purpose - Registered Office – Duration of the Company

Article 1

1. A joint stock company called “Banca Monte dei Paschi di Siena S.p.A.” which carries out banking activities has been established. The Company is entitled to use, among its trademarks, the brands of incorporated companies as well as the brands owned by su ch companies, provided that they appear alongside its name.

2. The Company is the transferee of the banking business of Monte dei Paschi di Siena, a public -

law credit institution, founded by the vote of the Magistrature and the Sienese people with Grand -Ducal rescript of 30 December 1622 and legally established in the form of a Foundation on 2 November 1624, for the purpose of fruitfully developing, organising and regulating, to the advantage of private citizens and public institutions of the City and State of Siena, lending activities in addition to cash advances against pledge of personal property made by the second Monte di Pietà di Siena, a public pawnbroking institution set up on 14 October 1568 and then merged into the prior Monte dei Paschi which had been founded in 1472.

3. The banking business was transferred in accordance with Article 1 of Law no. 218 of 30 July 1990, and Articles 1 and 6 of Legislative Decree no. 356 of 20 November 1990, within the framework of the restructuring project resolved upon by the Board of Directors of Monte dei Paschi di Siena in its meeting of 31 July 1995 and approved by Ministerial Decree no. 721602 of 8 August 1995.

Article 2

1. Pursuant to Article 61 of Legislative Decree no. 385 of 1 September 1993, in its capacity as parent company of the "Monte dei Paschi di Siena" banking group, the Company, in its function of direction and coordination, issues instructions to Group compan ies, for the execution of guidance received from the Bank of Italy in the interest of Group stability .

Article 3

1. The Company's purpose is the gathering of deposits and the granting of various forms of credit in Italy and abroad, including all activities which the Transferring Institute was authorised to carry out pursuant to laws or administrative provisions.

2. In conformity with the regulations in force, the Company may affect all banking and financial transactions and services allowed, establish and manage supplementary pension schemes as well as carry out any other transaction which is instrumental for or connected with the pursuit of the Company's purpose.

7 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

Article 4

1. The Company has its registered office in Piazza Salimbeni, 3 - Siena.

2. The Head Office of the Company is located in Siena.

3. The Company carries out its activities in the domestic market through head office and outer units and may, in conformity with the law, establish specific units and representative offices abroad.

Article 5

1. The duration of the Company shall be until 2100 and may be further extended by resolution of the Extraordinary Shareholders' Meeting.

2. Shareholders who did not participate in the approval of resolutions regarding the e xtension of the Company's duration shall have no right of withdrawal.

CHAPTER II

Share Capital - Shares

Article 6

1. The Company’s share capital amounts to Euro 17,978,187,186.85 (seventeen billion, nine hundred seventy -eight million, one hundred eighty -seven thousand, one hundred eighty -six and eighty -five cents) [19,587,675,023.28 (nineteen billion, five hundred eighty -seven million, six hundred seventy -five thousand, twenty -three point two eight )] and is fully paid up .

2. The Company's share capital is represented by no. 3,038,418,183 (three billion, thirthy -eight million, four hundred eighteen thousand, one hundred eighty -three) [3,310,430 ,987 (three billion, three hundred ten million, four hundred thirty thousand, nine hundred eighty -seven )] ordinary shares with no par value. All shares are issued in dematerialised form.

Procedures for the circulation and legitimation of shares are governed by law.

Shareholders who did not participate in the approval of resolutions regarding the introduction or removal of constraints on the circulation of shares shall have no right of withdrawal.

3. Shares are registered and indivisible. Each share entitles the holder to a vote.

Article 7

1. The Shareholders' Meeting may approve increases in capital, which may also be carried out

8 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

2. The extraordinary Shareholders' Meeting may approve the issuance of bonds convertible into own shares, establishing the conversion ratio as well as the terms and conditions applicable to the conversion.

Article 8

1. In accordance with the Company’s interest and the other provisions of Article 2441 of the Italian Civil Code, the Company may reserve issuances of shares for Local Authorities in Siena, employees of the Company and the "Monte dei Paschi di Siena" Group, depositors, and other persons operating in sectors of activity which are particularly important for the economic and social development of the Province of Siena.

2. Pursuant to Article 2349 of the Italian Civil Code, share capital may be increased also while allocating profits to employees of the Company or its subsidiaries, for an amount equal to the profits themselves through the assignment of Company shares.

3. The payment in cash of capital quotas against shares subscribed and already paid -up for at least 25% shall be carried out at the request of the Board of Directors, with a fifteen days' prior notice.

Article 9

1. No limits are set on the ownership of the Company’s shares.

CHAPTER III

Corporate Bodies

Article 10

1. The Company has a management and control system in compliance with paragraphs 2 and 3 of Book V, Title V, Chapter V, Section VI bis of the Italian Civil Code which provide for a Board of Directors and a Board of Statutory Auditors according to the following articles. Statutory audits of accounts are carried out by a legally qualified Independent Auditor.

2. The Company’s Corporate Bodies are listed below:

a) Shareholders' Meeting;

b) Board of Directors;

c) Chief Executive Officer (CEO) or Chief Executive Officers (if appointed);

9 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

d) Chairman;

e) Board of Statutory Auditors.

CHAPTER IV

Shareholders' Meeting

Article 11

1. A duly constituted Shareholders’ Meeting represents the entire body of shareholders and its resolutions, passed in compliance with the law and these By -Laws, are binding upon all the shareholders, including absent or dissenting shareholders .

Article 12

1. Without prejudice to the powers of convocation established by specific legal provisions, the Shareholders' Meeting is convened by the Chairman of the Board of Directors or by the person acting on his/her behalf, as resolved upon by the Board of Director s. The Meeting is convened through notice containing indication of the day, time, location of the meeting and the list of items to be discussed as well as any further data and information established by pro-tempore applicable regulations, to be published i n accordance with the time -limits and procedures provided for by law.

2. The Shareholders’ Meeting, both ordinary and extraordinary session, shall be held in a single session.

3. Shareholders that represent, even jointly, at least one fortieth (1/40) of the share capital may request, within the time -limits laid down by law, that the items on the agenda be supplemented, indicating the additional items proposed by them in their request, or may submit resolution proposals on items already on the agenda. In this case, the requesting shareholders must submit a report, according to the time -limits and procedures provided for b y law, indicating the reasons for their request and - notwit hstanding the provisions of Article 14

- must file the documents concerning their entitlement to participate in the Shareholders' Meeting, together with the request. The Chairman shall ascertain their entitlement.

Notice of any supplements to the list of items to be dealt with by the Shareholders' Meeting and of the submission of additional resolution proposals on issues already on the agenda following the request under this paragraph, is given in the same forms required for publishing the notice of call, within the time -limits laid down by law. Any integration to the list of items to be dealt with under this paragraph is not allowed for items upon which the Shareholders' Meeting resolves by law upon the directors’ p roposal or on the basis of a plan or a report

10 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

4. The Shareholders' Meeting is chaired by the Chairman of the Board of Directors or, in his/her absence or impediment, by the person replacing him/her in compliance with para. 2 of Article 23. In the event of absence or impediment of the Chairman, the Deput y Chairman or Deputy Chairmen, the Meeting is chaired by a director appointed by the attendees.

5. The Chairman of the Meeting is responsible for ensuring that the meeting is duly constituted and verifying the attendees' identity and entitlement; he/she has the power to guide the discussion, to establish the voting procedures - anyhow by open vote - on individual cases, and to ascertain and proclaim the results of the voting, which shall be registered in the minutes.

After ascertaining that the Shareholders' Meeting has been duly constituted , it shall remain as such, even if some of the attendees subsequently leave for any reason whatsoever .

6. The Chairman is assisted by a secretary proposed by him/her and designated by the attendees;

the secretary is responsible for drawing up the minutes of the meeting, which shall report the Meeting's resolutions. The secretary is not necessary whenever the minutes are drawn up by a notary public. The Chairman chooses two scrutineers among the attending shareholders.

Article 13

1. The Shareholders' Meeting is normally convened in Siena; it may also be convened in a location other than the registered office , as long as in Italy.

2. Ordinary Shareholders' Meetings must be held at least once a year, within 120 days of the corporate year end.

3. The ordinary Shareholders' Meeting shall:

a) approve the financial statements;

b) appoint the members of the Board of Directors and select the Chairman and one or two Deputy Chairmen from among them; remove directors from office;

c) appoint the Chairman and the other members of the Board of Statutory Auditors, as well as the Alternate Auditors;

d) assign the Statutory audit of accounts, upon the Board of Statutory Auditors' justified proposal, and approve its remuneration;

e) establish the remuneration of directors and Statutory Auditors, according to Article 27, and approve the remuneration and incentive policies and compensation plans based on financial

11 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

00884060526 - MPS VAT GROUP - VAT no. 01483500524 - Monte dei Paschi di Siena Banking Group - Bank Code and Group Code no. 1030 - Registered in the Banks’ Register with the Bank o f Italy under no. 5274 - Member of the Italian Interbank Deposit Protection Fund and of the National Guarantee Fund instruments in favour of directors, employees and staff – who are not under a contract of employment – of the Bank, the criteria for calculating compensation to be granted in the case of early termination of the employment relationship or early termination of office, including the limits established for such compensation in terms of annual fixed remuneration, and the maximum amount deriving from their application and also has the power to resolve, when approving remuneration and incentive policies, on the proposal of the Board of Directors and with the qualified majorities provided for in Article 14, paragraph 5, point ii), a ratio between the variable and fixed co mponents of the individual remuneration for the key personnel (personale più rilevante ) that is greater than 1:1, but in any case does not exceed the maximum limit established by the relevant legislation in force at the time ;

f) resolve upon the responsibilities of the directors and statutory auditors;

g) resolve upon the acquisition of equity investments in other companies, implying unlimited liability for their obligations;

h) resolve upon other matters attributed by law to the Shareholders' Meeting.

i) authorise the implementation of major transactions with related parties falling within the competence of the Board of Directors, in the event that the Board has approved these transactions despite the adverse opinion of the Committee on Related -Party Transactions;

4. The Extraordinary Shareholders' Meeting shall:

a) resolve upon mergers, split -ups, early winding -up of the Company or extension of its duration, capital increases, and any other amendments to the By -Laws ;

b) resolve upon the appointment and replacement of official receivers, their competence and any other matter assigned to its approval by law.

Article 14

1. Shareholders with voting right who provide proof of their entitlement may participate in the Shareholders' Meetings. Shareholders with voting right may be represented by a proxy -holder during Shareholders' Meetings in compliance with the pro-tempore provisions of law.

Shareholders with voting right are entitled to grant proxy also by electronic means in compliance with the procedures established by law. The proxy may be electronically notified also using the special section of the Company’s website o r, as a n alternative, by certified electronic mail to a special electronic address according to the procedures stated in the notice of call.

2. The Board of Directors, when convening each Shareholders’ Meeting, whether ordinary or extraordinary, designates a representative to whom shareholders with voting right may confer,

12 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

3. The Board of Directors, with the resolution convening each Shareholders’ Meeting, whether ordinary or extraordinary, may provide, on a case -by-case basis, by indicating it in the notice of call, that participation and exercise of voting rights at the Share holders’ Meeting by the shareholders must take place exclusively by granting proxy (or sub -delegation) with voting instructions on all or some of the proposals on the agenda, to the representative designated by the Bank referred to in the preceding paragra ph, in the manner and in accordance with the provisions of the notice of call in compliance with the laws and regulations pro-tempore in force .

4. The Ordinary Shareholders' Meeting is duly constituted irrespective of the portion of share capital being represented by the shareholders in attendance.

5. The Ordinary Shareholders’ Meeting resolves by absolute majority of the votes, except for :

i) the appointment of the members of the Board of Directors and of the Board of Statutory Auditors, who are nominated according to the procedures referred to in Articles 15 and 25,

respectively ;

ii) for resolutions concerning the proposal to set a limit on the ratio between the variable and fixed components of the individual remuneration for key personnel ( personale più rilevante ) exceeding 1:1, in accordance with the regulations in force at the time, which must be approved:

- with the favo urable vote of at least two -thirds of the share capital represented at the Shareholders' Meeting, if the Shareholders' Meeting is constituted with at least half of the

share capital;

- with the favo urable vote of at least three -quarters of the share capital represented at the Shareholders' Meeting, if the Shareholders' Meeting is constituted with less than half of the share capital;

- or with the different qualified majority provided for by the pro-tempore legislation in force.

6. The Extraordinary Shareholders' Meeting is duly constituted when the percentage of the share capital required by law for the extraordinary shareholders’ meeting in single session is represented and resolves with the favourable vote of the majority of the share capital represented at the meeting required by law for the extraordinary shareholders’ meeting in single session.

13 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

8. If during an Ordinary Shareholders’ Meeting a bank foundation – according to the findings of the Chairman of the Shareholders’ Meeting during the course of the meeting and immediately before each voting - is able to vote, on the basis of the shares held by the parties in attendance, by majority of the shares present and entitled to vote, the Chairman takes due note of this situation and debars the bank foundation from voting with respect to the resolution concerning said situation, limited to a number of shares representing the difference plus one share between the number of ordinary shares held by said foundation and the overall amount of ordinary shares held by the remaining parties who are present and entitled to vote when the voting takes place.

9. Subject to the provisions of the previous paragraphs, the Ordinary or Extraordinary Shareholders’ Meeting passes resolutions, with the favourable vote of the majority of the voting non -related shareholders, when it is called to resolve upon proposals concerning:

a) transactions as per art. 13, paragraph 3, letter i) of these By -Laws, or b) major transactions with related parties falling within the competence of the shareholders' meeting submitted to the Shareholders' Meeting should the Committee on Related -Party Transactions issue an adverse opinion.

CHAPTER V

(Board of Directors)

Article 15

1. The Board of Directors is composed of a number of members established by the Ordinary Shareholders' Meeting which cannot be less than nine (9) or more than fifteen (15). Subject to removal from office, no BMPS director shall be entitled, at the same time, to hold the office of director or of member of the council of management or the supervisory board of competi tor banks, which do not belong to the BMPS Group, have a banking license issued by the supervisory authority and operate in the markets of bank funding or ordinary credit in Italy. In the event that a BMPS director accepts to hold one of the above -mention ed offices, he/she must promptly notify the BMPS Board of Directors which will declare his/her prompt removal from office. Directors' term of office is three years and expires on the day of the shareholders' meeting

14 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

Directors may be re -appointed and are elected according to the list voting system, as follows .

2. The Board of Directors is appointed on the basis of lists submitted by the shareholders or by the outgoing Board of Directors in accordance with the following paragraphs . The candidates - to be indicated possibly in a higher number than those to be elected, in order to have possible candidates to be selected in the event of co -optation during the term of office , and in any case in the number provided for by current legislation in the case of a list submitted by the outgoing Board of Directors - are listed by consecutive number. Each list must contain and sp ecifically indicate at least two candidates - or the only candidate or at least a third (or the higher percentage provided for by the laws, regulations and the Corporate Governance Code pro-tempore in force) of the present candidates in case of lists where there are more than six (6) candidates - who meet the independence requirements established by provisions of laws and regulatory pro-tempore in force and the further independence requirements established by the Corporate Governance Code. In the event that the mentioned quota of one -third (or the higher percentage provided for by the laws, regulations and the Corporate Governance Code pro-tempore in force) does not correspond to a whole number of candidates, this number shall be rounded up.

3. Lists must include candidates of both gender in compliance with pro-tempore applicable legislation regarding gender balance. The lists submitted by the shareholders must be filed at the Company's registered office at least twenty -five days , and any list submitted by the outgoing Board of Directors at least forty days, prior to the date set for the Shareholders' Meeting . The lists submitted are published in accordance with pro-tempore applicable regulations.

4. Each shareholder may submit or contribute to the submission of one list only, in compliance with the provisions of the ninth paragraph of this article, and each candidate may stand for election in one list only, under penalty of ineligibility.

5. Only shareholders that, either individually or together with other shareholders, collectively hold shares representing at least 1 (one) % of the Company's share capital with voting rights at the Ordinary Shareholders’ Meeting or a different percentage required by applicable regulations are entitled to submit lists. In order to prove ownership of the number of shares required for submission of lists, shareholders who submitted the lists must submit and/or send the documentation proving ownership of the mi nimum shareholding required to submit lists to the Company's registered office, when filing the lists or at a later date but within the term provided for the publication of the lists. Ownership is determined by taking into account the shares registered to the shareholder on the date on which the lists are filed.

The outgoing Board of Directors shall also have the right to submit its own list of candidates , acting with the majorities required by law, in compliance with the procedures and obligations provided

15 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

6. Each list shall be filed at the Company's registered office, within the deadline for their filing, together with the documents specified in the notice calling the meeting, including: (i) declarations by the candidates in which they accept their candidacy and certify, under their own responsibility, that there are no reasons for ineligibility and incompatibility, as well as the fact that they meet the requirements and compliance with the suitability criteria prescribed for the office as laid down by pro-tempore law and regulations in force and by the By -Laws; (ii) declarations by the candidates indicated as independent in the list certifying that they meet the independence requirements pursuant to foregoing para. 2; (iii) the curricula vitae showing the personal and professional characteristics of each can didate, indicating the management and control positions held in other companies and (iv) any other declaration that may be required by the legislation, including regulations, pro-tempore in force. In part icular, the candidates must declare that they do not hold the office of director or of member of the Council of management or the supervisory board of competitor banks, which do not belong to the BMPS Group, have a banking license issued by the supervisory authority and operate in the markets of bank funding or ordinary credit in Italy. Lists submitted tha t do not comply with the statutory provisions cannot be voted. The lack of documentation relating to an individual candidate on a list does not automatica lly result in the exclusion of the entire list, but of the candidate concerned.

7. Each shareholder entitled to vote may vote only one list. The Board of Directors is elected -

without prejudice to any further obligations and restrictions provided for by current legislation in the event of participation in the vote on a list presented by the outgoing Board of Directors, including individual voting on each candidate by the Share holders’ Meeting as a whole, including shareholders who did not vote for the list submitted by the outgoing Board of Directors, having cast their vote for a lis t other than the latter or having abstained or not participated in the vote in any case - as follows:

7.1 The votes obtained by each list are divided subsequently by one, two, three, four and so on up to the number of directors to be elected. The quotients obtained are assigned to the candidates of each list according to order of progressive listing. Based on the quotients assigned the candidates are listed in a single decreasing order , and the first candidates up to the number of members to be elected are considered elected, provided that the list with the highest number of votes must in any case provide a number of Directors not less than hal f plus one, or the smallest number of Directors that exhausts all the candidates indicated on that list, of the total number of those to be elected, with the consequent obligation to scroll through the ranking, if this limit is not respected. In any case, at least two (2) Directors must be drawn from the minority list or lists .

16 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

i) if the total votes obtained by the other lists – not higher than two in order of votes obtained at the Shareholders’ Meeting – do not exceed 20 (twenty) % of the total votes cast, such lists will have the right to appoint members of the board of directors in proportion to the votes obtained by each list and for an amount not lower than 20 (twenty) % of the total components of such body;

ii) if the total votes obtained by the other lists at the Shareholders’ Meeting, in a number not higher than two, exceeds 20 (twenty) % of the total votes cast, the components of the new board of directors to be appointed by the minorities shall be assigned in proportion to the votes obtained by the minority lists which obtained a percentag e of vote not lower than 3 (three) %.

With the aim of calculating the assignment of the directors in accordance with the above criteria, the votes of the list s which obta ined less than 3 (three) % will be proportionally allocated to the minority lists which exceeded such threshold.

7.3 When applying the quotient method referred to in point 7.1 and point 7.2 above, if several candidates have obtained the same quotient, the candidate of the list that has not yet elected a director or that has elected the lowest number of directors shall be elected.

If none of these lists has elected a director or if all of them have elected the same number of directors, the candidate of the list that has obtained the highest number of votes shall be appointed among these lists. In the event of equal number of votes and quotients, the entire Ordinary Shareholders’ Meeting shall hold a new voting and elect the candidate obtaining the simple majority of the votes.

However, also notwithstanding the foregoing provisions, at least one director must be drawn from the minority list which has obtained the highest number of votes and is in no way linked, either directly or indirectly, with the parties that submitted or vot ed the list ranking first by number of votes.

7.4 If, as a result of the voting, at least one third (or the higher percentage provided for by the laws, regulations and the Corporate Governance Code pro-tempore in force) of the directors that meet the independence requirements provided for by previous paragraph 2 have not been appointed, the required number of last non -independent directors shall be replaced with

17 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

The candidate replaced for the purpose of allowing the appointment of the minimum number of independent directors shall in no case be drawn from the minority list which obtained the majority of votes and no way be linked, directly or indirectly, with the p arties that submitted or voted the list which obtained the majority of votes. In this case, the non -independent candidate which ranked last but one by quotient achieved shall be replaced.

7.5 In addition, if application of the foregoing procedures does not ensure compliance with pro-

tempore current regulations on gender balance, the quotient of votes to be assigned to each candidate from the lists shall be calculated by dividing the number of votes obtained by each list by the progressive number of listing of each candidate. The candidate of the most represented gender with the lowest quotient among the candidates taken from all the lists is replaced by the candidate of the least represented gender who has obtained the highest quotient in the same list as the replaced candidate. If candidates from different lists have obtained the same quotient, the candidate of the list with the highest number of directors, or the candidate from the list wit h the lowest number of votes or, at a parity of votes, the candidate obtaining the lowest number of votes from the Shareholders’ Meeting during a specific voting, shall be replaced.

7.6 In the event of application of the above procedures, should the number of Directors necessary to comply with the minimum number of independent Directors and of Directors of the least represented gender not be appointed due to an insufficient number of ind ependent directors or of the least represented gender, the Shareholders’ Meeting shall appoint the missing Directors by resolution approved by simple majority on the basis of the candidatures proposed, there and then, primarily by the parties that submi tted the list of the candidate or candidates to be replaced.

8. With respect to the appointment of the Directors who were not appointed for any reason whatsoever in compliance with the procedure provided for herein, the Shareholders’ Meeting shall resolve pursuant to and with the majorities provided for by law, withou t prejudice to the criteria envisaged by pro-tempore legislation in force and by the By -Laws with regard to independent directors and gender balance.

9. The members of the Board of Directors must be suitable for the performance of their duties and, to this end, must meet the requirements and comply with the criteria of suitability and with the limits on the number of offices as well as devote the time n ecessary for the effective performance of their duties as provided by the - national and supranational - laws and regulations pro-tempore in force.

18 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

00884060526 - MPS VAT GROUP - VAT no. 01483500524 - Monte dei Paschi di Siena Banking Group - Bank Code and Group Code no. 1030 - Registered in the Banks’ Register with the Bank o f Italy under no. 5274 - Member of the Italian Interbank Deposit Protection Fund and of the National Guarantee Fund 10. In order to replace any Directors terminating their office during their term, the provisions of law shall apply, in accordance with the criteria envisaged by legislation pro-tempore in force and by the By -Laws with regard to independent directors and gender balance. If the majority of Directors terminates office, the whole Board of Directors shall be deemed to have resigned, with effect from the date it is re -established. Directors m ay be revoked by the Shareholders' Meeting at any time, subject to the Director’s righ t to compensation for damages, if his/her revocation is without just cause.

In the event of co -optation pursuant to Article 2386 of the Italian Civil Code, without prejudice to compliance with the criteria on independent directors and gender balance, set forth by pro-

tempore legislation in force and the By -Laws, the Board of Directors proceeds to select the co -

opted person :

(a) freely choosing the most suitable candidate, in relation to the knowledge, skills and experience deemed necessary by the Board of Directors, as at the date of co -optation in the event that the replacement regards a Director elected from the list from which the majority of directors were drawn;

(b) choosing the first candidate among those not elected or, if this is impossible for any reason whatsoever, proceeding to scroll through those not elected, in the case of the replacement of Directors elected from a list that has expressed a minority of the directors;

(c) where there are no candidates available on the minority list that nominated the outgoing director, selecting them from any other minority lists submitted at the time, again following the same rolling criterion;

(d) where the criterion referred to in point (c) above is not applicable, the Board of Directors may select the co -opted person - having the knowledge, skills and experience deemed necessary by the Board of Directors at the time of co -optation - from outside the lists submitted at the time, in compliance with the criteria envisaged by the pro-tempore legislation in force and by the By -Laws with regard to independent directors and gender balance.

Article 16

1. As a rule, the Board of Directors meets at the Head Office normally once a month, when convened by the Chairman, or, upon motivated request by at least three Board members, indicating the items to be discussed. The Chairman sets the agenda accordingly. The Board of Directors may also be convened by the Board of Statutory Auditors, or by each member of the Board of Statutory Auditors separately, prior written notice to the Chairman of the Board of Directors.

2. The meeting is convened through notice by any mean of communication with notice of receipt,

19 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

3. The Board of Directors' meeting is duly constituted if at least the majority of its members is present.

4. The General Manager attends the Board meetings without the right to vote.

5. Resolutions are taken by the majority of those present.

6. The Board of Directors appoints a Secretary chosen among the Company's Executives, upon the Chairman's proposal.

7. Minutes of each Board meeting are drawn up.

8. Directors are entitled to attend Board meetings also by using teleconference and videoconference systems provided that all the attendees:

a) may be identified;

b) may follow the debate and intervene in the discussion of the items in real time;

c) may exchange documentation regarding the items.

The meeting of the Board is deemed to be held in the venue indicated in the notice of call.

Article 17

1. The Board of Directors holds all powers of ordinary and extraordinary management in order to achieve the company purpose, with the exception of the powers assigned to the Shareholders' Meeting according to the law, and of any other matter submitted to t he Board by the Chairman and the Chief Executive Officer or the Chief Executive Officers. Pursuant to Article 2365, para. 2, of the Italian Civil Code, the Board of Directors resolves upon any mergers as provided for by Articles 2505 and 2505 -bis of the It alian Civil Code, the establishment or closing of secondary offices and any adjustments to the By -Laws in order to comply with regulations.

2. In addition to the provisions of Article 2381, para. 4 of the Italian Civil Code, the Board of Directors has exclusive responsibility, which may not be delegated, for:

a) defining and approving the business model, strategic guidelines integrated with environmental, social and governance sustainability profiles for the Company and the Banking Group to which it belongs and approving the respective business and financial pl ans as well as the strategic transactions and providing for their periodic review ;

20 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

c) establishing the Company’s organisational guidelines and approving its organisational structure, monitoring their adequacy over time, as well as approving and modifying its main

internal regulations;

d) defining and approving risk governance objectives and policies, as well as the process of risk reporting, management and assessment over time;

e) defining and approving the guidelines of the internal control system and verifying its adequacy, consistency, functioning, efficiency and effectiveness in compliance with pro-

tempore supervisory regulations in force on the matter;

f) approving the policies and processes for the assessment of company assets and particularly financial instruments, verifying their constant adequacy;

g) approving the accounting and reporting system;

h) taking general responsibility for setting guidelines for and controlling the information

system;

i) drawing up guidelines for the organisation and operation of the Banking Group, by establishing criteria to co -ordinate and manage the subsidiaries belonging to the Banking Group as well as for the implementation of Bank of Italy's instructions;

j) if the Shareholders' Meeting has not already done so, elect, from among its members - at the first meeting following that Shareholders' Meeting - the Chairperson and one or two Deputy Chairpersons, one of whom shall be the Acting Deputy Chairperson;

k) appointing the General Manager , as well as resolving upon his/her revocation, suspension, removal and termination as well as upon the determination of his/her remuneration;

l) resolving upon rules concerning the legal and economic conditions of staff, including salary scales and allowances thereof, and any other rule which must be approved according to the

law;

m) preparing the financial statements and submitting them to the Shareholders' Meeting;

n) approving, upon the General Manager’s proposal, the appointment of one or more Executives as Deputy General Manager of the Company and indicating from year to year, which one shall be the Acting Deputy General Manager, and taking any measure in relation to their remuneration and legal status;

21 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

p) resolving upon the appointment and revocation of the Employer for the purposes of protection of health and safety at work, on the basis of the criteria provided for by law;

q) resolving upon the establishment of committees with advisory and proposal -making duties towards the Board;

r) approving the acquisition and disposal of strategic equity investments in companies, or those which in any event involve changes to the Banking Group, subject to the provisions of Article 13, para. 3, letter g), and the purchase and disposal of business units;

s) approving the budget on a yearly basis;

t) resolving on the establishment or the closing of secondary offices;

u) resolving on the reduction of share capital in the event of withdrawal by shareholders;

v) ensuring that the executive in charge of drafting the corporate accounting documents has the appropriate powers and means to fulfill his/her duties pursuant to the law, and that the administrative and accounting procedures are actually complied with;

w) passing resolutions on major transactions with related parties or on minor transactions falling within the discretionary powers of the Board;

x) approving major transactions with related parties falling within the competence of the Board of Directors in the presence of an adverse opinion of the Committee on Related -Party Transactions and submitting to the Shareholders' Meeting the major transacti ons with related parties falling within the competence of the Shareholders' Meeting in the presence of an adverse opinion of the Committee on Related -Party Transactions for the purposes of implementing the resolutions as per Article 14, para. 9 of th is By -Laws ;

y) supervising the public disclosure and bank communications process.

It also necessarily falls to the Board of Directors exclusively to exercise all other powers assigned to it as non -delegable by the pro-tempore legal and regulatory provisions in force.

3. The Board of Directors promptly reports to the Board of Statutory Auditors on the business activities carried out and on the main economic and financial transactions carried out by the Company, also through its Delegated Bodies, and by its subsidiaries; in particular, it reports on

22 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

00884060526 - MPS VAT GROUP - VAT no. 01483500524 - Monte dei Paschi di Siena Banking Group - Bank Code and Group Code no. 1030 - Registered in the Banks’ Register with the Bank o f Italy under no. 5274 - Member of the Italian Interbank Deposit Protection Fund and of the National Guarantee Fund any transactions in which the Directors have an interest on their own account or on behalf of third parties. This report is made verbally, at least on a quarterly basis, when the Board of Directors meets or by written notice to the Board of Statutory Audit ors. The obligation of each Director to inform the other directors and the Board of Statutory Auditors of any interest he/she may have in a specified transaction of the Company on his/her own account or on behalf of third parties and to refrain from any re solutions in which he or she has a conflict of interest, on their own behalf or on behalf of a third party, pursuant to the applicable legislation, remains unaffected.

4. The Committees required under pro-tempore current regulations must be established within the Board of Directors, which have advisory and proposal -making duties. They are composed of a number between three (3) and five (5) non -executive mainly independent directors (except to the extent provided b y letter d) that follows); if there are directors elected by the minority shareholders, one of them must be part of at least one committee.

If the Board of Directors' list receives the majority of votes at the Shareholders' Meeting, the Chairperson of the Risk and Sustainability Committee must be chosen from among the independent Directors elected who were not drawn from the list of the outgoi ng Board of Directors.

The committees carry out their activities in compliance with special regulations approved by the Board of Directors; supervisory regulations and the Corporate Governance Code pro-tempore in force. Specifically, the following are established within the Board of Directors:

a) a Remuneration Committee that carries out in particular the following tasks:

i) submitting, to the Board, proposals for the remuneration of the chief executive Officers and of the other directors holding special offices, as well as of the General Manger, and monitoring application of the resolutions a dopted by the Board;

ii) periodically assessing the criteria adopted for the remuneration of executives with strategic responsibilities, monitoring their application and submitting general recommendations on the matter to the Board of Directors;

b) a Risks and Sustainability Committee with the main function of supporting the Board of

Directors:

i) in fulfilling its tasks to define the guidelines of the internal control and risk governance system and assess that the internal control and risk governance system is adequate, effective and properly functioning, as well as to approve the company asset a ssessment policies and processes;

23 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

iii) for the approval of periodic financial and non -financial reports;

c) an Appointment Committee with the following main tasks:

i) supporting the Board of Directors in the process of appointing directors, proposing, in the case provided for by Article 2386, first paragraph, of the Italian Civil Code, candidates for the office of director;

ii) supporting the Board of Directors in processes of self -assessment and verification of the existence of requirements and compliance with suitability criteria, as well as of defining top management succession plans;

iii) submitting proposals to the Board of Directors for the appointment of the Chief

executive Officer;

d) a Committee on Related -Party Transactions, exclusively made up of Independent Directors, with at least advisory functions in the field of transactions with related parties.

The above -mentioned Committees shall also be entitled to all the tasks and the functions assigned to them by the pro-tempore legal and regulatory provisions in force.

Article 18

1. The Board of Directors may propose amendments, if any, to the By -Laws to the Shareholders' Meeting.

2. If the Shareholders’ Meeting has not done so, at the first meeting following the Shareholders' Meeting, the Board of Directors shall elect from among its members a Chairperson and one or two Deputy Chairpersons, one of whom shall be the Acting Deputy Chair person. The Board of Directors may also appoint one or more Chief Executive Officers, establishing the limits of their authority and the procedure for exercising it.

3. The Board of Directors may furthermore delegate lending and ordinary management powers to the General Manager , Management Committees, Executives, Senior -Middle -Junior Managers and Branch Managers.

4. The Board of Directors may grant powers to individual Directors for specific acts or individual transactions.

24 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

6. The Board of Directors determines the limits for exercising the powers set forth in following Article 21, first paragraph letter d), as well as the procedures for reporting any suits involving the Company to the Board.

7. The Board of Directors may also grant powers of representation and powers of signature both personally to individuals and to the positions existing in all of the Company's organisation units, and determine the extent and the limits, also geographically, of such powers from time to time .

Article 19

1. In addition to complying with the provisions of Article 136 of Legislative Decree no. 385 of 1 September 1993, the members of the Board of Directors must inform the Board of Directors and the Board of Statutory Auditors of any business in which they are personally involved or which relates to entities or companies of which they are directors, auditors or employees, except for companies of the MPS Group and they shall refrain from any resolutions in which they have a conflict of interest, on their own beh alf or on behalf of any third party, pursuant to the applicable legislation.

CHAPTER VI

Chief Executive Officers

Article 20

1. The Chief Executive Officer (CEO) or the Chief Executive Officers exercise their functions within the limits of the powers assigned to them and according to the procedures established by the Board of Directors.

2. In the case of absence or impediment of the Chairman or of the Deputy Chairman pursuant to para. 2 of Article 23, the powers in cases of urgency, which must be exercised according to the time -limits and procedures as per para. 1 letter c) of Article 23, are assigned to the Chief Executive Officer or Chief Executive Officers, also separately.

25 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

CHAPTER VII

Chairman

Article 21

1. The Chairman:

a) is vested with general representation of the Company before third parties;

b) calls and chairs the Shareholders' Meeting; calls and chairs the Board of Directors' meetings;

c) if necessary and in urgent cases may take decisions with regard to any business or transaction falling under the Board of Directors' competence, with the exception of those reserved to the latter’s exclusive authority. Such decisions must be taken upon the binding proposal of the General Manager and/or Chief Executive Officer, if appointed . Such decisions must be brought to the attention of the competent body at the first subsequent meeting;

d) upon proposal of the General Manager, promotes and upholds any suits involving the Company, at all levels of jurisdiction and before any Court or arbitrator, with the authority to abandon them, to withdraw from any actions and proceedings, and to accept similar withdrawals from other parties involved ;

e) appoints solicitors and attorneys with special power in all law -suits and before any judicial, administrative, special or arbitral court, which may somehow involve the Company;

f) grants special powers of attorney to employees or third parties, also for questionings , third -

party statements and suppletory or decisory oaths;

g) promotes the effective functioning of corporate governance, ensures the balance of powers with special reference to the delegated bodies and acts as interlocutor for the internal control bodies and the internal committees.

2. In the case of absence or impediment of the Chairman, the authority and powers conferred upon him/her are exercised by the Deputy Chairman or, if two Deputy Chairmen are appointed, by the Acting Deputy Chairperson. The Board of Directors designate the Acting Deputy Chairperson, during the first Meeting following the appointment of the two Deputy Chairpersons by the Shareholders' Meeting or at the same meeting of the Board of Directors which appointed the two Deputy Chairmen . In the case of absence or impediment of the Acting Deputy Chairperson , the Chairman's powers and authority are exercised by the other Deputy Chairman.

3. The signature of the Deputy Chairman or, in the case of appointment of two Deputy Chairmen, the signature of the Deputy Chairman designated by the Board of Directors as Acting Deputy

26 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

CHAPTER VIII

General Manager

Article 22

1. The General Manager , in addition to the duties assigned to him/her by these By -Laws, to the powers granted to him/her by the Board of Directors and to any other duties within his/her

competence:

a) has the power to sign all documents relating to current business, oversees the Company’s organisational structure and is responsible for it;

b) carries out all transactions of ordinary business which are neither specifically reserved (i) to the Board of Directors, nor delegated by the Board to the Chief Executive Officer or Chief Executive Officers, or ( ii) to the Employer for the protection of health and safety at work;

c) makes reasoned proposals to the competent governing bodies with regard to lending operations, the co -ordination of the Banking Group, personnel matters and general expenses;

submits reasoned reports to these governing bodies on any other matter falling under their

authority;

d) ensures that the resolutions taken by the Board of Directors and Chief Executive Officer /Officers are implemented, and that the activities of the subsidiaries belonging to the Group are coordinated, in accordance with the criteria and general guidelines established by the Board of Directors pursuant to Article 17, second paragraph, letter i);

e) allows the cancellation of mortgage registrations, transcriptions, liens and any other formalities thereof, the subrogations in favour of third parties and the release of liens once secured credit is fully paid -off or non -existent;

f) is the head of personnel and exercises, in respect of personnel, the functions assigned to him/her by labour laws and regulations.

Article 23

1. In order to fulfill his/her duties and exercise his/her powers, or any powers delegated to him/her, the General Manager is assisted by the Deputy General Managers and Executives. In exercising

27 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

2. In order to facilitate the smooth performance of operations both at the Head Office and the Branches, the General Manager - again to fulfill his/her duties and exercise his/her powers or any powers delegated to him/her - may delegate signing authority, either jointly or severally, to the employees stated in the second paragraph of Article 32, and may also grant special power of attorney to third parties for carrying out individual transactions or signing specific deeds and contracts.

3. In the case of absence or impediment, the General Manager is replaced by the Deputy General Manager . The Acting Deputy General Manager 's signature is full proof of the General Manager 's absence or impediment before third parties.

CHAPTER IX

HEALTH AND SAFETY AT WORK - THE EMPLOYER FOR THE PROTECTION OF HEALTH AND

SAFETY AT WORK

Article 24

1. The Board of Directors is responsible for appointing and revoking the Employer for the protection of health and safety at work pursuant to Legislative Decree no. 81 of 9 April 2008, as subsequently amended, as well as any other legislation that may regulat e the same matter.

2. The Employer for the protection of health and safety at work is the person with specific and proven technical skills who, according to the type and structure of the organisation in which the worker operates, due to the organisation of the functions he/she performs for the protection of health and safety at work, is responsible for the organisation of the same.

3. The Employer has the broadest and most autonomous decision -making, organisational and spending powers, also with respect to the workers and their activities, for ensuring the proper implementation of obligations, provided for by legal and regulatory provis ions, regarding the protection of safety and health in the workplace.

4. The Employer informs the Board of Directors of the implementation of the relevant obligations and manages, within its competence and with full decision -making autonomy, without spending limits, any necessary plan or action relating to organisation, real es tate and human resources.

5. In addition to the duties established by the Law and by these By -Laws, and any other duties within his/her area of competence, the Employer - as the person responsible for the organisation of the Company in the area of health and safety at work - with full decision -making, spending and operational autonomy:

28 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

b) defines, implements and supervises the processes and activities of the Company to provide the entire Company with all the appropriate means for the protection of the safety and health of workers in order to ensure full compliance with the corporate obligati ons to implement hygiene and prevention measures and the related controls, ensuring full and timely compliance and scrupulous adherence by the Company and all workers to the rules on safety and hygiene at work;

c) manages working relationships with exclusive regard to the protection of health and safety in the workplace;

d) may delegate his/her duties with the contents and within the limits provided for by law.

CHAPTER X

Board of Statutory Auditors

Article 25

1. The Board of Statutory Auditors is composed of three Statutory Auditors and two Alternate Auditors. This body supervises compliance with the law, regulations and By -laws, proper administration, and the adequacy of the organizational and accounting structures of the Company.

2. Statutory Auditors remain in office for three financial years and their term expires on the date of the Shareholders' Meeting called to approve the financial statements of the most recent financial year of their term; they may be re -elected.

3. The members of the Board of Statutory Auditors are appointed on the basis of lists submitted by the Shareholders, in compliance with the following paragraphs. The lists are divided into two sections: one for the appointment of the Statutory Auditors and on e for the appointment of the Alternate Auditors. The candidates must be listed by progressive number and their number must not exceed the number of members to be elected. The lists with a number of candidates equal to or above three must include candida tes of different gender in the first two places of the list under the section of the candidates for the office of Statutory Auditors, as provided for in the notice of call of the Shareholders’ Meeting, in compliance with regulation, including regulatory, pro-tempore in force on gender balance. If the section of the alternate Auditors of the above lists has two candidates, they must be of different gender.

29 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

5. Each shareholder may submit or contribute to the submission of one list only, in compliance with the provisions of paragraph 11 of this article. Each candidate may stand for election in one list only, under penalty of ineligibility.

6. Without prejudice to any different percentage established by law, only shareholders that, either individually or together with other shareholders, collectively hold shares representing at least 1% of the Company's share capital with voting rights at the Ordinary Shareholders’ Meeting, or a different percentage required by applicable regulations are entitled to submit lists.

7. Each list shall be filed at the Company's registered office, within the deadline for their filing, together with the documents specified in the notice calling the meeting, including (i) information concerning the identity of the shareholders who submitt ed the lists, indicating the total shareholding percentage, in addition to the certificates proving ownership of the shareholding; this right shall be determined taking into account the shares registered to the shareholder on the date on which the lists ar e filed; (ii) declarations by the candidates in which they accept their candidacy and certify, under their own responsibility, that there are no reasons for ineligibility and incompatibility, including the limits on the number of offices that may hold as p er the following para. 11, as well as the fact that they meet the requirements and the suitability criteria prescribed for the office which may be laid down by pro-tempore applicable law and regulations and By -Laws; (iii) the curricula vitae showing the personal and professional characteristics of each candidate, indicating the management and control positions held in other companies and (iv) any other declaration that may be required by law, including regulations, pro-tempore in force. In addition, in the case of submission of a list by shareholders other than those holding, also jointly, a controlling interest or a relative majority share, the list must also be provided wi th a statement of the shareholders submitting it, proving that there are no connections, as defined by pro-tempore applicable laws and regulations, with the shareholders holding, also jointly, a controlling interest or relative majority share. Lists submitted that do not comply with the statutory provisions cannot be voted. The lack of documentation relating to an ind ividual candidate on a list does not automatically result in the exclusion of the entire list, but of the candidate concerned. The documentati on proving ownership of the minimum shareholding required to submit lists may be produced after the filing of the lists but within the term provided for the publication of the lists.

If, upon the deadline scheduled for the filing of the list, only one list, or only the lists submitted

30 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

8. Each shareholder entitled to vote may vote only one list. The members of the Board of Statutory Auditors are appointed as follows:

a) the first two candidates of the list which has obtained the majority of votes and the first candidate of the list ranking second by number of votes which is not related, directly or indirectly, pursuant to pro-tempore applicable laws and regulations, to the parties who submitted or voted the list ranking first by number of votes shall be elected as Statutory

Auditors;

b) the first candidate of the list which has obtained the majority of votes and the first candidate - or the second candidate if the first is of the same gender as the first candidate of the list which has obtained the highest number of votes - of the list r anking second by number of votes which is not related, directly or indirectly, pursuant to pro-

tempore applicable laws and regulations, to the parties who submitted or voted the list ranking first by number of votes shall be elected as Alternate Auditors ;

c) in the case of parity of votes between the first two or more lists, the Shareholders' Meeting shall hold a new voting, voting only the lists with equal votes. The same rule shall apply in the case of parity between the lists ranking second by number of vo tes which are not related, directly or indirectly, pursuant to pro-tempore applicable laws and regulations, to the parties who submitted or voted the list ranking first by number

of votes;

d) if an elected candidate cannot accept the appointment, the first non -elected candidate in the list of the candidate who did not accept shall be appointed;

e) the Statutory Auditor taken from the list ranking second by number of votes which is not related, directly or indirectly, pursuant to pro-tempore applicable laws and regulations, to the shareholders who submitted or voted the list ranking first by number of votes shall be elected Chairman, provided that he/she possesses the specific professional requirements required by the pro-tempore laws and regulations in force.

In the event only one list has been submitted: (i) the Shareholders' Meeting shall vote on such list; (ii) if the list obtains the majority required by law for an ordinary shareholders’ meeting, subject to compliance with the gender balance principle provi ded for by pro-tempore applicable legislation, the candidates indicated in

31 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

00884060526 - MPS VAT GROUP - VAT no. 01483500524 - Monte dei Paschi di Siena Banking Group - Bank Code and Group Code no. 1030 - Registered in the Banks’ Register with the Bank o f Italy under no. 5274 - Member of the Italian Interbank Deposit Protection Fund and of the National Guarantee Fund progressive order in the section relating Statutory Auditors shall be elected as Statutory Auditors and the candidates indicated in progressive order in the section relating to the Alternate Auditors shall be elected as Alternate Auditors; and (iii) the Chair of the Board of Statutory Auditors shall be held by the person indicated in first place in the section relating to candidates for the office of Statutory Auditor on the single list submitted, provided that such person meets the specific professional re quirements required by the pro-tempore laws and regulations in force.

In the event of death, resignation or termination of the Chairman of the Board of Statutory Auditors, the alternate Auditor taken from the list ranking second by number of votes which is not related, directly or indirectly, pursuant to pro-tempore applicable laws and regulations, to the parties who submitted or voted the list ranking first by number of votes shall hold the office of Chairman, until the Board of Auditors is integrated in compliance with Article 2401 of the Italian Civil Code. In the event of death, resignation or termination of a Statutory Auditor, he/she shall be replaced by an alternate belonging to the same list as the Auditor being replaced. Based upon the above appointment criteria for the Alternate Auditors, in the event that gender bal ance is not complied with, the Alternate Auditor of the least represented gender shall take office regardless of whether he/she is included in the same list as the Auditor being replaced.

f) In order to appoint Auditors who have not been appointed for any reason whatsoever according to the above -mentioned process, the Shareholders' Meeting resolves by the majority provided for by law, without prejudice to the principle of necessary representat ion of minority shareholders and the principle of gender balance provided for by pro-tempore legislation in force , without prejudice that if only one list has been submitted and the number of candidates elected is l ess than the number established by the By - Laws, the chairmanship of the Board of Statutory Auditors shall be held by the person indicated in first place in the section of candidates for the office of Standing Auditor in the single list submitted, provided that he/she possesses the specific professional requirements required by the pro-tempore laws and regulations in force .

The appointment of Statutory Auditors for the purpose of completing the Board pursuant to Article 2401 of the Italian Civil Code is resolved upon by the Shareholders' Meeting by relative majority. However, it is understood that the principle of necessary representation of minority shareholders shall be complied with and the principle of gender balance provided for by pro-tempore legislation in force.

9. The members of the Board of Statutory Auditors may be revoked by the Shareholders' Meeting

32 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

10. The Board of Statutory Auditors, subject to prior written notice to the Chairman, may convene the Shareholders' Meeting or the Board of Directors.

This authority can be exercised also separately by each member of the Board of Statutory Auditors, except for the power to call the Shareholders' Meetings which may be exercised by at least two members of the Board of Statutory Auditors.

11. Individuals who find themselves in situations of incompatibility and do not meet the requirements and/or suitability criteria provided for by pro-tempore legal and regulatory regulations - national and supranational - in force cannot be appointed as Statutory Auditors or, if appointed, fall from office. Any limits to the plurality of offices held and the requirements regarding the time availability for the performance of the duties as stated by pro-tempore applicable - national and supranational - regul ations and regulatory provisions remain unaffected.

Auditors are not allowed to hold office in banks other than those belonging to the Monte dei Paschi di Siena Banking Group and the banks jointly controlled. Auditors are not allowed to hold office in bodi es other than the control bodies in other companies of the group or of the financial conglomerate as well as in companies where the Bank also indirectly holds a strategic shareholding. At least one Statutory Auditor and at least one Alternate Auditor, appo inted according to the procedures as per paragraph 3 of this Article, shall be registered in the Register of Auditors and have carried out statutory auditing for at least three years.

12. In order to apply the provisions of para. 6, third sentence, of this article, at least the first candidate of each section of each list must meet the requirements as per above -mentioned para.

11, third subparagraph.

13. Pursuant to Article 52 of Legislative Decree no. 385 of 1 September 1993, the Board of Statutory Auditors shall immediately inform the Bank of Italy of all acts or events it may become aware of while exercising its duties and which may constitute irregular management of the Company or may violate the rules governing the banking activity.

14.The meetings of the Board of Statutory Auditors may be attended using teleconference and videoconference systems according to the provisions of the By-Laws regarding the participation in the Board of Directors’ meetings. The meeting of the Board of Statutory Auditors is deemed to be held in the place where the Chairman is situated.

33 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

CHAPTER XI

Fees and Reimbursement of Expenses for Directors and Statutory Auditors

Article 26

1. The members of the Board of Directors and of the Board of Statutory Auditors are entitled to annual fees and attendance fees for attending the meetings of the Board of Directors - up to an amount which is determined by the Shareholders' Meeting - as wel l as to the reimbursement of expenses incurred in performing their duties. The Shareholders' Meeting may also determine the amount of the attendance fees to be paid to the members of the Board of Statutory Auditors called to take part in the meetings of th e committees as indicated by Article 17, second paragraph, point q).

2. More than one attendance fee for the same day cannot be paid to the Directors and Statutory Auditors.

3. Subject to the opinion of the Board of Statutory Auditors and as proposed by the Remuneration Committee, the Board of Directors sets the remuneration for the Directors holding specific offices in compliance with the By -Laws, including the Directors who are part of the committees within the Board of Directors as per article 17, para. 4, subject to the power of the Shareholders’ Meeting to determine the remuneration of the Chairman of the Board of Directors .

CHAPTER XII

Outer Units

Article 27

1. The outer units consist of secondary units and local units, under the supervision of the Head Office and in conformity with its directives, in compliance with the organisational model.

CHAPTER XIII

Auditing and drafting of corporate accounting documents

Article 28

1. In compliance with provisions in force, the statutory audit of accounts is carried out by an Independent Auditor entered in the specific register, which is appointed pursuant to the law.

Article 29

1. Upon proposal of the General Manager, subject to the prior mandatory opinion of the Board of

34 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

CHAPTER XIV

Financial Statements and Profits

Article 30

1. The financial year ends on 31 December of each year .

Article 31

1. The net profits resulting from the financial statements are assigned at least 5% to the legal reserve until this reaches the amount of 1/5 of the share capital .

2. The residual net profits are made available to the Shareholders' Meeting for distribution to shareholders and/or for the creation and growth of other reserves.

3. The Company is entitled to distribute interim dividends, in compliance with the provisions of law.

CHAPTER XV

Signing Authority

Article 32

1. The authority to sign on behalf of the Company is held severally by:

a) the Chairman;

b) the Deputy Chairman or each of the Deputy Chairmen;

c) the Chief Executive Officer or each of the Chief Executive Officers;

d) the General Manager;

e) the Employer, in the matter of health and safety at work and to the extent of his/her competence.

2. The Deputy General Manager, Executives, as well as managers and - on the basis of the office held or in the event of exceptional and temporary needs - other clerical staff of the Bank have the authority to sign within the limits of the powers granted to them.

35 BANCA MONTE DEI PASCHI DI SIENA S.p.A. - Registered office in Siena, Piazza Salimbeni, 3 - www.mps.it Share Capital: € 19.587.675.023,28 17,978,187,186.85 - Tax Code and Registration in the Companies Register of Arezzo - Siena no.

CHAPTER XVI

(Winding -up)

Article 33

1. Without prejudice to any other law provisions, in the event of dissolution, the Shareholders’ Meeting shall indicate the winding -up procedures and appoint one or more receivers.

Mediobanca Premier S.p.A.

Articles of Association (approved by the shareholders' meeting on November 2025)

Article 1

A company is hereby established under the name of “Mediobanca Premier S.p.A.”.

The company may use brands and/or distinctive signs, other than the name itself, including “CheBanca!” and “Micos”.

The company’s head office is located in Milan.

Subject to the authorizations provided for in the regulations currently in force, the company may operate in Italy and elsewhere. The Board of Directors is authorized to set up, transfer or close secondary offices, branches, agencies, representative office s or local teams, regardless of name, in any location in Italy and elsewhere.

The company’s place of domicile, fax number, email address and the other addresses and contact details of the shareholders regarding their relations with the company are as listed in the shareholders’ register.

Article 2

The duration of the company shall be until 30 June 2100 and may be extended.

Article 3

The objective of the company shall be to provide credit and gather deposits in their various forms. To this end it may, within the limits laid down by the regulations in force, and subject to receipt of the required authorizations, execute all banking, financial and/or intermediation -related transactions and/or services and carry out any transaction deemed to be instrumental to or otherwise connected with the pursuit of the company’s objective.

The company forms part of the Monte dei Paschi di Siena Banking Group. As such it is subject to activities of direction and co -ordination by the parent company Banca Monte dei Paschi di Siena S.p.A. in accordance with the provisions of Legislative Decree no. 385 of 1 September 1993 and of Articles 2497ff of the Italian Civil Code. In particular, within the meaning of Article 61, paragraph 4, of Legislative Decree No. 385 dated 1 September 1993, the company is required to observe the instructions issued by the parent company Banca Monte dei Paschi di Siena S.p.A. to comply with and implement the instructions given by the Bank of Italy in the interest of the Group’s stability. The company’s Directors shall provide the parent company with all data and information required for them to issue the instructions referred to above .

Article 4

The company’s share capital, subscribed for and fully paid up, is Euro 506,250,00 (five hundred and six million, two hundred and fifty thousand), made up of 1,012,500,000 (one billion twelve million five hundred thousand) par value Euro 0.50 registered sha res. The share capital may be increased pursuant to a resolution adopted in General Meeting, inter alia by contributions not in cash, up to the limits set by the law in force.

Article 5

The shares are registered and each share entitles the owner to one vote.

Article 6

2 General Meetings of shareholders may be convened in ordinary and/or extraordinary session as provided by law and are called by the Board of Directors to take place at the company’s head office or elsewhere provided the location is in Italy.

General Meetings of shareholders are called via a notice containing an indication of the date, time and place of meeting along with the agenda, without prejudice to the right reserved to the Board of Directors to provide that the meeting take place exclusi vely via video or teleconference link, in which case the meeting’s physical location will be omitted from the notice. The notice of meeting is issued in writing and is sent electronically or by other means able to guarantee proof of receipt at least 8 (eig ht) days prior to the meeting itself.

General Meetings are also called in the cases provided for by law, by the means and on the terms provided from time to time.

For the right to participate in general meetings and the quorum meetings to be validly constituted and resolutions to be approved and for minutes to be drawn up, the legal provisions in force shall apply.

Participation via video or teleconference link is permitted provided that the persons concerned may be properly identified and are able to speak in real time on items on the agenda.

The shareholders in general meeting establishes the fixed emoluments payable to the Board of Directors for the exercise of its duties, when the Directors themselves are appointed and for the entire duration of their term of office. Such emoluments are shared between the i ndividual Board members according to the Board’s own deliberations. The Board of Directors establishes the remuneration payable to Directors with specific duties, after consulting with the Statutory Audit Committee, as permitted by Article 2389, paragraph 3 of the Italian Civil Code. Directors who are not members of the Group’s senior management are entitled to receive refunds for the expenses incurred by them in the exercise of their duties.

Shareholders in general meeting, also approve the remuneration policies for members of the Board of Directors, and the company’s staff and collaborators, and compensation schemes based on financial instruments, if any, along with the criteria for determini ng the compensation to be paid in the event of early termination of the employment relationship or the recipient leaving office ahead of time, including the limits set on such compensation under the regulations in force.

At the Board of Directors’ proposal, shareholders in general meeting may, with the majorities provided under the regulations in force, choose to set a ratio between fixed and variable remuneration for individual staff members and collaborators which is abo ve 1:1, provided that such ratio does not exceed the limit set by the regulations in force on this subject at the time.

Resolutions in respect of mergers, as provided for by Articles 2505 and 2505 -bis of the Italian Civil Code, the institution or removal of branch offices, reductions in the Company’s share capital as a result of shareholders exercising their right of withdr awal, amendments to the Company’s Articles of Association to comply with regulatory requirements, and transfer of the Company’s headquarters within Italian territory, are by law the sole competence of the Board of Directors.

Article 7

General Meetings shall be presided over by the Chairperson of the Board of Directors or, in the event of the Chairman being absent in order, by the Deputy Chairperson, if appointed, or by the most senior of the other Board members.

3 The Chairperson shall be responsible for establishing that a quorum has been reached, ascertaining the identity of those in attendance, and assessing their entitlement to be present, for chairing and conducting the proceedings, and for checking and announc ing the results of any motions put to the vote.

The Chairperson shall be assisted by a Secretary, who may also be chosen from outside the shareholders.

Resolutions adopted by shareholders in general meeting are documented in minutes signed by the Chairperson and Secretary.

In the cases where required by law and also when the Chairperson deems it advisable, minutes of the meeting will be drawn up by a notary.

Article 8

Resolutions shall be taken by a show of hands, or by any other clear and transparent method, including electronic, that may be proposed by the Chairperson, save where legal provisions require otherwise without exception.

Resolutions passed at General Meetings in accordance with the law and these Articles of Association shall be binding on all shareholders, including those who dissent or are absent.

Shareholders voting against resolutions to approve:

a) An extension to the company’s duration;

b) The introduction and/or removal of restrictions on the trading of the company’s shares, shall not be entitled to right of withdrawal with respect to all or part of their shares.

Article 9

The company is managed by a Board of Directors to consist of between 5 (five) and 11 (eleven) members.

Shareholders gathered in General Meeting establish the number of Directors to be appointed and duly appoint the Board of Directors. The duration of their term of office shall be three financial years, save where otherwise provided in the resolution adopted for their appointment, and may be reappointed.

Members of the Board of Directors must be in possession of the requirements and criteria for holding such office expressly set by the regulations in force at the time, including with reference to the time commitment required and the specific limits on the number of directorships that may be held.

At least 33% of the total number of Directors, rounded up to the full number nearest to the number obtained by applying the said percentage, must be appointed from the least represented gender, and at least 25% of the Directors, rounded up to the full numb er nearest to the number obtained by applying the said percentage, must qualify as independent according to the regulations in force at the time. If a Director ceases to qualify as independent, this shall not result in him/her being disqualified from offic e provided the minimum number of Directors required to be independent is still met. If a Director leaves office before their term expires, the Board of Directors replaces them by co -opting a new member while ensuring ongoing compliance with the minimum number of Directors qualifying as independent and the number of Directors appointed from the least -represented gender.

For the appointment, reappointment and replacement of Directors, the provisions of law shall apply.

If more than half of the Directors appointed by the shareholders in General Meeting leave office as a result of resignations being tendered or for any other reason, the

4 entire Board shall lapse from office. In such a case, a new general meeting is called by the remaining Directors as a matter of urgency in order to appoint the new Board of Directors.

No Director aged seventy -five or over may be appointed.

Article 10

The Board of Directors shall, if the shareholders gathered in General Meeting have not already done so, proceed to appoint a Chairperson from among its own number, and may also appoint a Deputy Chairperson, both of whom shall remain in office for the entir e duration of their terms as Directors. The Board may also appoint a Chief Executive Officer and a General Manager.

The Chairperson, Chief Executive Officer and General Manager must all meet the requirements set specifically by the regulations in force.

No person aged seventy or over may be appointed as Chairperson, and no person aged sixty/five or over may be appointed as Chief Executive Officer or General Manager.

In the event of the Chairperson being absent or otherwise impeded, his duties shall be discharged by, in order, the Deputy Chairperson, if appointed, and the most senior of the other Directors. Such replacement chairing the meeting constitutes proof of the Chairperson’s absence or impediment.

Chairperson appoints a Secretary to the Board, who may be chosen from outside its members.

Article 11

Meetings of the Board of Directors are called by the Chairperson or acting Chairperson, at their own initiative or when requisitioned by at least two Directors by means of a notice issued in writing and sent electronically at least 5 (five) clear days pri or to the date scheduled for the meeting; in emergencies the above term may be reduced to one day.

Board meetings may be held via video or tele -conference link, provided that the persons entitled to attend may be properly identified, speak in real time on items on the agenda, and receive or transmit documents.

For the resolutions adopted to be valid, a majority of the Directors in office must participate in the meeting, and a majority of those participating must vote in favour of the motion.

The Board may also pass valid resolutions without a formal meeting being called, provided that all Directors and Standing Auditors in office take part.

Article 12

The Board of Directors is vested with the broadest powers for the ordinary and extraordinary management of the company, save for those matters reserved by law or the Articles of Association to the approval of shareholders gathered in General Meeting.

Without prejudice to the legal, regulatory and/or supervisory provisions in force, or to the matters reserved to the approval of shareholders in general meeting, the Board of Directors:

Defines and approves the strategic guidelines and directions, business and financial plans, budgets, and risk management and internal controls policies;

Appoints and dismisses the Chief Executive Officer, the General Manager, the heads of the Internal Audit, Compliance, Anti -Money -Laundering and Risk Management units, and the head of company financial reporting;

5 Approves the quarterly and interim accounts and the individual financial

statements;

Defines the bank’s internal structure and approves its organization, ensuring clear distinction of duties and functions and preventing conflicts of interest;

Approves the acquisition and disposal of equity investments and business units.

The Board may also delegate such powers and responsibilities to the Chief Executive Officer it sees fit, without prejudice to the restrictions set by law and these Articles.

The appointed body or bodies report to the Board of Directors and Statutory Audit Committee every three months on the general operating performance and prospects, as well as on the most significant transactions in terms of their size or characteristics car ried out by the company or its subsidiaries.

Article 13

Resolutions adopted by the Board of Directors shall be recorded in the minutes of the meetings and entered in the book required to be kept by law and shall be signed by the person chairing the meeting and the Secretary. Excerpts from the minutes signed by the Chairman or by two Directors and countersigned by the Secretary shall constitute full proof.

Article 14

The Board of Directors sets up the committees provided by the regulations in force, and the other Board and management committees it considers appropriate, determining their powers, composition, and rules of functioning in accordance with the regulations i n force.

Article 15

The Chief Executive Officer, if appointed, is responsible for implementation of the strategic guidelines, the Risk Appetite Framework, and the risk management policies defined by the Board of Directors and is responsible for adopting all measures to ensure that the company’s organization and internal control systems comply with the regulatory principles and requirements, and for carrying out monitoring to ensure that such compliance is ongoing over time.

Article 16

The General Manager, if appointed, has executive powers and is responsible for managing the bank’s day -to-day operations and for implementing the resolutions adopted by the Board of Directors.

Article 17

If the appropriate conditions apply, the Board of Directors, after consulting with the Statutory Audit Committee, appoints the Head of Company Financial Reporting, to be chosen from among the bank’s senior management with at least three years’ experience i n leadership positions in the field of accounting administration, for the bank itself, for other Group legal entities, or for other banks of at least equal complexity to that of the bank.

The appointed bodies and the Head of Company Financial Reporting issue the statements required by law regarding the company’s capital, earnings and financial situation.

Article 18

The corporate signature shall be vested in the following persons, by the means set

forth hereunder:

- The Chairperson, the Chief Executive Officer, and the General Manager,

where appointed;

- Authorized staff for particular deeds or categories of deeds, and to other persons authorized to sign on behalf of the company by the Board of Directors, up to the limits for which such powers are granted.

The corporate signature is binding when jointly executed by two authorized signatories. The Board of Directors may, however, authorize its members or other bank staff to sign given categories of the company’s instruments of day -to-day administration.

The Board of Directors may also authorize the Chairperson, Chief Executive Officer and General Manager, if appointed, to designate special representatives to sign given deeds or categories of deeds, establishing the respective limits and methods.

The Board may also grant the right to sign specific deeds or categories of deeds in the name and on behalf of the company to other companies and entities, in respect exclusively of operations carried out on its behalf. In such cases the companies and/or en tities so authorized shall insert the words “per procura “Mediobanca Premier S.p.A. ” or “per procura CheBanca!” above their own company signature executed by the means and on the terms set forth in their own Articles of Association.

The right to represent the company as shareholder, in its own right and on behalf of third parties, in the establishment of companies or at the general meetings of other companies may also be exercised severally by the Chairperson, the Chief Executive Offi cer, the General Manager, where appointed, and by the persons expressly designated by the Board of Directors.

The Chairperson of the Board of Directors and the Directors designated for such purposes by the Board of Directors are authorized severally to sign on behalf of the company vis -à-vis third parties, including legally, in any court of law or administration a nd at any degree of jurisdiction, including with reference to verdicts of revocation at the “Corte di Cassazione”, and are entitled to initiate court action and proceedings and to retain lawyers.

Article 19

The Shareholders in General Meeting appoint a Statutory Audit Committee to consist of three standing members, from among whose number a Chairperson is appointed, and two alternate members. To ensure that the gender balance continues to be complied with eve n in cases where an auditor is replaced, one standing auditor and one alternate auditor must be members of the least -

represented gender.

The Statutory Audit Committee is responsible for monitoring to ensure compliance with the legal, regulatory and statutory requirements, proper management, adequacy of the organizational and administrative/accounting structure, the risk management and contr ol system, and the thoroughness, adequacy, functioning and reliability of internal controls system and Risk Appetite Framework.

The Statutory Audit Committee is vested with the powers provided for under regulatory provisions in force, and reports to the Bank of Italy on operating irregularities or breaches of regulations detected in the course of its duties.

Standing and alternate auditors may be reappointed.

The appointment, powers, compensation and term of office of the statutory auditors are governed by the legal, statutory and regulatory provisions in force.

Statutory auditors are entitled to receive refunds for the expenses incurred by them in the exercise of their duties.

7 Members of the Statutory Audit Committee must be in possession of the requirements and criteria for holding such office expressly set by the regulations in force at the time, including with reference to the time commitment required and the specific limits on the number of offices that may be held.

Members of the Statutory Audit Committee may not hold posts in governing bodies other than those with responsibility for control of other Group companies or in companies in which the Group holds, including indirectly, an investment which is deemed to be st rategic under supervisory requirements laid down by the Bank of Italy.

Meetings of the Statutory Audit Committee may be held via video or tele -

conference link, provided that the persons entitled to attend may be properly identified, speak in real time on items on the agenda, and receive or transmit documents.

Article 20

The legal auditing shall be carried out by external audit firm included in the relevant register.

The terms of engagement, duties, powers and responsibilities of the audit firm are governed by the legal provisions in force.

Article 21

The financial year shall end on 31 December of each year.

The Board of Directors draws up the balance sheet for the year and submit it to the shareholders in General Meeting for approval.

The Annual General Meeting to approve the company’s financial statements is called by the Board of Directors within 120 of the financial year ending.

Article 22

Allocation of the profit for the year is decided by the shareholders gathered in Annual General Meeting after 5% has been taken to the legal reserve – up to the limits set by law for such reserve – plus any other sum that the shareholders in general meetin g, at the Board’s proposal, should choose to set aside to increase the said reserve or to establish another extraordinary or special reserve, as the case may be.

Article 23

In the event of the company being wound up, the shareholders gathered in general meeting, without prejudice to the mandatory obligations set by law, determines the means of liquidation and appoint one or more liquidators, establishing their powers.

Article 24

All other matters not expressly covered by these Articles are governed by the provisions of the law in force.