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SHAREHOLDERS GENERAL MEETING . VOLUNTARY PUBLIC EXCHANGE OFFER ON BANCA GENERALI ORDINARY SHARES MEETING DATE: 21 AUGUST 2025 6 August 2025 LINK TO THE GM PAGE
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2 EXECUTIVE SUMMARY In the past decade, Mediobanca (“MB”) has continually delivered on its strategy and targets, developing into a specialized player centred around a uniquely positioned Wealth Management division with a distinctive Private & Investment Banking model. In line with this well-appreciated equity story, MB proposes an acceleration of its business plan through a combination with Banca Generali (“BG”), a leading Wealth Manager that presents a unique growth opportunity through a coherent industrial and cultural fit. ACCELERATION OF CURRENT BUSINESS PLAN COMPELLING OFFER TRANSFORMING AG TO AN INDUSTRIAL PARTNER The proposed transaction is fully funded by the stake MB holds in Assicurazioni Generali (“AG”), BG’s controlling shareholder, at an exchange ratio of 1.7x (ex-dividend). This structure not only provides BG shareholders with a premium (11.4% on L1D VWAP) and exposure to a more liquid stock / strong-performing business, but also a strategic redeployment of capital within MB, transforming AG from a financial to industrial partner. Funding the deal in this manner is coherent with MB’s rationale for holding AG shares: a stable financial contributor and capital source for potential growth and M&A. SUPERIOR OPPORTUNITY FOR MB HOLDERS The Board believes that the proposed combination with BG - an organization the MB management team knows well - is a strong, credible, and timely opportunity that serves the best interests of MB shareholders with low associated execution risks. The conditions are now right to move forward with the transaction. MB’s Board is firmly focused on maximizing shareholder value. The proposed combination with BG offers the strongest opportunity, with a positive market reaction to the offer (see slide 21), and confidence in MB to deliver the benefits of the transaction. UNIQUE M&A OPPORTUNITY ✓ ✓ ✓ Cultural & Industrial Fit High Synergy Potential High Quality Business Model
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3 SEIZING A UNIQUE OPPORTUNITY DURING WIDER SECTOR CONSOLIDATION MEDIOBANCA’S PROPOSED TRANSACTION TICKS ALL THE BOXES An Asset Familiar to Mediobanca Robust Industrial Rationale by Accelerating Strategic Path High Synergy Potential Strategic and Cultural Fit Premium Offer with Positive Market Reaction Trusted Executive Leadership with Strong M&A and Integration Track Record1 Capital Redeployed and AG Converted to Industrial Partner Independent Financial Advisors Retained to Review Offer Mediobanca Board has approved this transaction to: (1) Deliver and execute the strategic trajectory of “One Brand – One Culture” BP, (2) Accelerate the Wealth Management growth trajectory by 10Y (3) Maximise Shareholders’ value by creating a Superior Strategic Alternative Proposal Approved by Well-Governed Board of Directors 1) Mediobanca has a solid track record in terms of successfully integrating acquisitions in the WM sector including: merger of Banca Esperia into Mediobanca; merger of Barclays Italian operations into CheBanca!; and merger of Bybrook into Cairn, resulting in the creation of Polus Capital. TO BE VOTED ON AT AUGUST 21th GENERAL MEETING Shareholder approval postponed to provide shareholders with clear strategic optionality, and better certainty by allowing for discussions with AG
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4 A UNIQUE STRATEGIC OPPORTUNITY TO ACCELERATE “ONE BRAND- ONE CULTURE” BP EXECUTION Creating a leading Italian Wealth Manager focused on PIB model MB business model bold evolution to WM, with leadership set in the 3 pillar businesses >€215bn TFA, >€15bn NNM, €2.0bn revenues, €0.8bn net profit, 3.7K salespeople MB Group Net Profit at €1.5bn: WM @>50% + CIB @<20% + CF @<30% Benefits for Clients and People of MB/BG: Managerial skills enhanced with cross-fertilization of talents Product and service enhanced to the best market standards Strategic capital reallocation (€6bn) from INS to WM with a significant capital gain (€2bn) AG from a valuable financial investment to a strong commercial partner Benefits for MB shareholders and bondholders: Visible synergies (€300m PBT p.a.), with low execution risk Path to re-rating: fee player, >€215bn TFA, >50% net profit from WM EPS accretive2: mid single digit reported, double digit “banking” EPS ROTE accretive: from 14% to >20% High capital: CET1~14%, boosted generation (up 35 bps to 315bps1 p.a.) High remuneration confirmed: €4,9bn cumulative distribution 25-28 confirmed, implying ~30% cumulative yield over next three years including dividends and SBB3 1) Before distribution 2) Based on consensus estimates for MB and BG, “banking” EPS: excluding AG 3) Based on weighted average MB price (VWAP) over past 1 month Wealth Management (“WM“), Corporate & Investment Banking (“CIB“), Consumer Finance (“CF“)
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5 BUILDING A CHAMPION IN WEALTH MANAGEMENT A UNIQUE STORY FOR GROWTH, BUSINESS MIX, YIELD Source: Nasdaq; market data as of 28 July 2025. Company public information. MEDIOBANCA: Mediobanca + Banca Generali pro-forma Ranking of European Banks with Market Cap > €10bn MB: the only EU player with >€170bn AUM/AUC, >50% revenues from WM, >8% dividend yield (FY26) UBS UCG ISP BNP BBVA ING Caixa DB Credit Agricole Nordea SocGen KBC DNB Commerzbank SEB Erste Danske Bank Swedbank PKO ABN OTP AIB BBPM Bank of Ireland Fineco Julius Baer Pekao 112 101 96 91 88 76 61 56 55 49 44 40 38 34 33 33 Santander 29 26 24 21 21 20 16 32 16 15 13 12 12 12 1116 AuM / AuC >€170bn ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ AM Revenues at least 50% of total ✓ ✓ ✓ ✓ FY26 Dividend Yield >8% ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Svenska Handel. MEDIOBANCA Sabadell Santander Polska
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AGENDA 1. Mediobanca’s Strategic Evolution 2. Banca Generali - Industrial & Cultural Fit 3. Proposed Transaction i. Compelling Offer & GM Proposal ii. Board Process & Rationale iii. Timeline Closing Remarks Appendix
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7 ABOUT MEDIOBANCA A STORY OF DISTINCTIVENESS, GROWTH, AND VALUE In the past decade MB has continually delivered on its strategy and targets, growing and reshaping over time, with robust revenue growth and attractive, higher-than-industry returns. MB’s mission today is to become a pre-eminent Wealth Manager through a holistic model that leverages on its distinctive IB Franchise, Brand and People: ONE BRAND – ONE CULTURE MB will continue to focus on superior sustainable growth, innovation and stakeholder remuneration remaining anchored to one-of-a-kind “school of responsible banking” firmly rooted in the Bank’s traditions and robust and accountable governance system Revenue +3% YoY €3.7bn 10Y TSR3 vs 164% of EU banks +395% DPS +7% YoY €1.15 CET11 ~410bps above MDA2 buffer 15.1% 1) CET1 as at December 2024 2) MDA including AT1/T2 shortfall (1.83%). 3) Total Shareholder Return is a measure of value creation combining share price accretion and dividend reinvestment (BBG from 01.01.2015 to 05.08.2025) FY25 Key Figures Mediobanca’s Strategic Evolution Section 1
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8 MEDIOBANCA AS THE “GO-TO” BANK FOR ENTREPRENEURS AND CORPORATES Top positioning as Italian Private Investment Bank (“PIB”) Leading offering in terms of value added, sophisticated PIB Solutions for Private & Corporates PIB provides source of capital-light fees, strong growth trajectory Insurance CAPITAL REALLOCATION OPPORTUNITY Wealth Management Consumer Finance Corporate & Inv. Banking HIGH RETURN, HIGH RESILIENCE BUSINESSES, PROVIDING A ROBUST CORE OF REVENUES & PROFITS Top positioning in Consumer Finance (“CF”) and Insurance (“INS”) CF provides a source of net interest income, strong funding and CoR efficiency within the MB Group REVENUE DIVERSIFICATION OPPORTUNITY ABOUT MEDIOBANCA SPECIALIZED AND EFFECTIVE BUSINESS MODEL 35% 14% 27% 24% Revenues breakdown 12M Jun-25 Mediobanca’s Strategic Evolution Section 1
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9 Revenue €1.6bn to €2bn up to €2.5bn up to €3.3bn €3.7bn to >€4.4bn EPS up to €0.69 up to €0.93 up to €1.21 up to €1.64 to €2.1 (recurring) to €2.4 (stated) ROTE 7% 10% 13% 14% to 17% (recurring) to 20% (stated) CET1 12% 14% 15.9% 15.1% ~14% Capital Distribution Total 3Y = €0.5bn Total 3Y = €1.3bn Total 4Y = €2.2bn Total 2Y: ~€2.4bn1 Total 3Y: ~€5bn2 Other Equity disposal Launch of WM Non-domestic IB enhanced RWA optimization / reallocation ✓ MEDIOBANCA: COHERENT AND STABLE STRATEGY, CONSISTENTLY OVER-DELIVERING ON TARGETS ✓ ✓ ✓ ✓ ✓ BP 2016-19 “Long-Term Value Player” BP 2019-23 “Distinctive Growth Player” BP 2013-16 “From Holding to Banking Group” Strategic plan rolling “One Brand – One Culture” 2028T BP 2023-26 “One Brand – One Culture” June25 (Y2) ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ 1) Including €0.6bn buybacks executed from June23 to June25 2) Including cash dividend: €4.5bn + SBB: €0.4bn (Third and last tranche of 3Y SBB program announced in May23 for total €1bn), already accounted for on FY25 payout/) CET1, subject to ECB and AGM authorization, to be executed in FY25/26) Mediobanca’s Strategic Evolution Section 1 LINK TO 12M-FY25 RESULTS PRESENTATION
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10 MB READY TO ACCELERATE STRATEGIC PATH IN WM, CAPITALIZING ON UNIQUE POSITIONING AND PIB BUSINESS MODEL 821 973 1.2bn 32 88 112 143 -100.0 -50.0 0.0 50.0 100.0 150.0 FY16 FY19 FY23 FY24 FY25 BP28E 0 1000 334 WM revenue (€m) and TFA (€bn) trend 162 232 ~370 0.8% 3.1% 3.8% 5.2% -0.5% 0.5% 1.5% 2.5% 3.5% 4.5% 5.5% FY16 FY19 FY23 FY24 FY25E BP28E 0 50 100 150 200 250 300 350 400 450 500 WM net profit and profitability trend (€m) RoRWA WM positioning Lead positioning in Private & Investment Banking (“PIB”), leveraging high MB Brand awareness and IB capabilities, focus on high- end clients accelerated after MB Premier repositioning Attractive for Bankers and IFAs given the brand and the PIB offer Digital footprint and multichannel offering Above average growth and productivity due also to the PIB model and the double gearing on entrepreneurs and HNWIs FY25-28 trajectory Avg NNM p.a.: €10-11bn, mainly in AUM/A Recruitment:+330 salespeople, driven by FA’s Revenues ~€1.2bn by June28 C/I down from 66% to 56% Net profit up to ~€370m TFAs Mediobanca’s Strategic Evolution Section 1 In the next 3Y MBWM will become the largest contributor to the MB Group’s growth, capitalizing on the benefits of scale, further repositioning and greater efficiency
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11 At the 2023 AGM, MB shareholders elected the BoD (see Appendix). Three lists were presented - from the outgoing board, Delfin, and Assogestioni – with the Outgoing Board Slate winning the most support, particularly from institutional investors, who voted resoundingly in its favor. The strong support from institutional investors highlights the MB BoD’s accountability to a wide investor base, ensuring its composition mirrors the diverse shareholder structure and safeguards their interests. 2023 AGM Votes by Slate Resulting Board Composition1 As the most supported slate, MB’s BoD is majority composed of nominees from the Outgoing Board Slate. Views of the shareholder base are, however, well represented. 20% of seats are occupied by nominees from minority lists – higher than the FTSE MIB average: Other governance enhancements also contribute: MB articles effectively guarantee one institutional investor seat3. The Lead Independent Director was appointed from the Assogestioni list. One of the two Vice Chair was appointed from a minority list. AN ACCOUNTABLE GOVERNANCE OVERSIGHT BY A BOARD ENDORSED BY INSTITUTIONAL INVESTORS 1) Seat allocations based on the support received, and defined by MB Articles 2) Public vote disclosures issued online by Legal & General Investment Management, DWS, Morgan Stanley Investment Management 3) Provided the list proposed by Institutional Investors receives at least 2% of vote support. Institutional investor rationale in support of the Outgoing Board Slate: Legal & General Investment Management2: (…) Following engagement with the Company, LGIM supports management in its current strategy under the established governance structures. DWS Investment2: (…) adequately positioned to represent the long-term interests of institutional investors and carry out an effective oversight of the management's action. Morgan Stanley Investment Management2: The outgoing board has undertaken a well- structured and overall transparent selection process. (…) 5% 6% 13% 13% 20% BoD 2011-14 BoD 2014-17 BoD 2017-20 BoD 2020-23 BoD 2023-26 Slate #1 (Outgoing Board) Slate #2 (Delfin) Slate #3 (Assogestioni) Other Investors… Consultation Agreement 11.9 Delfin 19.8 Caltagirone 7.7 MB Shareholder Structure Slate #1 Outgoing Board Slate #2 Delfin Slate #3 Assogestioni Mainly institutional investors
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12 EXECUTIVE TEAM WITH ESTABLISHED TRACK RECORD DELIVERING ORGANIC AND INORGANIC GROWTH Alberto Nagel Chief Executive Officer CEO of Mediobanca since 2007; during this time, he has led the Group in its strategic transformation from a holding company to a specialised financial group. Board of Directors Management Committees The Board of Directors set the strategic direction alongside the executive team, and support in the execution of targets through active oversight. ✓ ✓ ✓ ✓ Track Record Consistent Leadership of Transformation and Growth Reliable Delivery Against Core Strategic Outcomes Repeated Success meeting communicated targets Long-term Alignment on Group vision and change management Successful Execution of M&A and business growth projects✓ Mediobanca’s strategic vision, and strong delivery against communicated targets, has been driven by an executive team led by CEO, Alberto Nagel, while overseen by a non-executive Chair and a strong Lead Independent Director. The ambition of the business model transformation and disciplined execution of organic and inorganic growth projects has been a result of a strong collaborative relationship between the executive team and Board of Directors. Mediobanca’s Strategic Evolution Section 1
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AGENDA 1. Mediobanca’s Strategic Evolution 2. Banca Generali - Industrial & Cultural Fit 3. Proposed Transaction i. Compelling Offer & GM Proposal ii. Board Process & Rationale iii. Timeline Closing Remarks Appendix
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14 BANCA GENERALI - CAPITAL-LIGHT BUSINESS MODEL CENTERED AROUND WM Banca Generali (“BG”) is the third largest Wealth Manager in Italy, with a unique capital-light business model and a network of 2,353 financial advisors1. The bank is controlled by Assicurazioni Generali, which holds 50.17% of BG’s issued share capital. Over the years, BG has demonstrated an impressive capability to deliver solid and sustainable growth objectives, aligned with the best sector operators and comfortably outperforming the market as a whole, with an increasing focus on high-end target clients, achieving significant operational leverage while at the same time preserving a distinctive management culture, which combines recognizing the value of talented staff with specialist services for customers, all factors that are consistent with MB’s characteristics and strategic objectives. 50.17%Other Ownership Structure BG Financials1 Net profit €431m CET1 17.2% TFA €103.8bn BG People1 Financial Advisors 2,353 Clients 359k Employees 1,104 Banca Generali - Industrial & Cultural Fit Section 2 1) Data as of Dec.24
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15 WHY BANCA GENERALI: A UNIQUE M&A OPPORTUNITY Fast growing €104bn TFA1, €6bn+ NNM capability per year Last 5Y1 track record: 9% avg NNM flow over TFA per annum Valuable franchise, synergistic with PIB model 360K client, of 2/3 Private clients (wealth >500K), increased 50% in the last 5-years ~2,350 FAs, with portfolios and productivity higher than average of the system Valuable product offer, synergistic with MB Group one Solid, profitable, high liquid balance sheet to be leveraged on asset side Positive business outlook ahead HIGH QUALITY CULTURAL & INDUSTRIAL FIT VALUE OPTIONS Sustainable, specialized, people driven business model Managerial and Governance fit Franchise fit: BG franchise focused on the high-end of the market, coherent with MB PIB product offer; BG product/best practice offer synergic with MBWM franchise Attractive scale in the Italian market: top 3 by TFA, franchise and profitability 1 2 3 Banca Generali - Industrial & Cultural Fit Section 2 1) Data as of Dec.24
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16 VALUE CREATION Amplify synergistic value map with CIB Mid corporate business/ entrepreneurial wealth adding A&L synergies Asset yield offered by CF, excess liquidity of Banca Generali Transforming MB’s investment in AG to a value-enhancing industrial partnership Cross-fertilization of best managerial talents Clear cross-selling opportunities in the two franchises Run rate (pre-tax) synergies¹: €300m Low execution risk given strong industrial rationale and cultural fit Strategic capital reallocation from INS to WM WM to definitively become the Mediobanca Group’s main business Scale, efficiency and profitability of MB Group enhanced WM Revenues doubling to €2bn, from 26% to ~45% of Group WM net profit from >€0.2bn to €0.8bn, from <20% to >50% of Group COMPELLING RATIONALE OF THE DEAL Increase return for Mediobanca shareholders ROTE2 from 14% to ~20% - Net profit up 13%2, annual capital creation up 13%2, CET1 ratio ~14% Best in class remuneration: FY25 and FY26 high remuneration confirmed 4 Banca Generali - Industrial & Cultural Fit Section 2 MEDIOBANCA A LEADING WEALTH MANAGER 1 VISIBLE SYNERGIES 3 1) Run rate (pre-tax) synergies: €300m of which 50% of cost, 22% of funding, 28% of revenue 2) Including run rate synergies EFFICIENT BUSINESS MIX 2
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17 MB / BG COMBINATION REPRESENTS A STRONG ACCELERATION OF THE “ONE BRAND – ONE CULTURE” STRATEGIC ROAD MAP Growth in Wealth Management as a priority MB+BG will be the 2nd largest Italian WM player, with unique focus on high-end clients/entrepreneurs Above-market average growth thanks to PIB approach, credible synergies, highly compelling for bankers and HNWI clients CIB increasingly synergistic with WM CIB will continue to deliver some of the best profitability levels in the European sector on the strength of its enhanced cooperation with Private Banking and the growth in capital-light products High sustainable contribution from CF, source of NII Compass is the most profitable CF operator in the Italian market, delivering high margins and profitability leveraging its well-recognized risk assessment capability and multichannel distribution MB’s relationship with AG: from financial stake to industrial partner Wealth Management (“WM“), Corporate & Investment Banking (“CIB“), Consumer Finance (“CF“) Banca Generali - Industrial & Cultural Fit Section 2
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18 MB TO CREATE A LEADING ITALIAN WM PLAYER FOCUSED ON HIGH-END CUSTOMERS, WITH >€15BN NNM CAPABILITY MB + BG = TOP 3 BY TFA (€bn) Sources: Company reports, Assoreti, AIPB, Dec.24. For MB: TFA data as of June 25 and 12M NNM as at June 25 1) TFAs refer to clients with >€500K net worth, excluding BG Suisse and BG Valeur 2) NNM of TFAs for 12M period: Jan24-Dec.24, excluding M&A for Azimut 104 112 MPS Banca Aletti CRE BNP ABFA BG MB AZM BMED FBK MB + BG Fid-ISP PB >15 MB + BG = FIRST BY NNM² (€bn) 13 10 ~9 >9 11 6/7 + ~€140bn Private Banking1: 2x €74bn€65bn TFA doubled to >€215bn Network tripled to 3.7K people ~80% FAs, ~20% bankers Scale: 2x + >€215bn 4Allianz Banca Generali - Industrial & Cultural Fit Section 2
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19 …AND ACCELERATE A 10Y SHIFT TOWARDS HIGH VALUE BUSINESSES REVENUES MORE THAN DOUBLED Group revenues up to €4.4bn WM up from 16% to ~45% of total WM revenues ~€2.0bn 2.0 Revenues1 (€bn,%), ROTE (%) Banca Generali - Industrial & Cultural Fit Section 2 CAPITAL CREATION ENHANCED +13% to 315bps p.a. CET1 ~ 14% at deal closing PROFITABILITY TRIPLING ROTE from 7% to 20% WM to >50% of total net profit WM net profit~€0.8bn 1) >€4.5bn dividends and €0.4bn buybacks distributed from FY25 to FY28. Yield calculated on weighted average MB price (VWAP) over past 1 month MEDIOBANCA GROWTH PATH 16% 26% ~45% 30% 24% 20% 41% 34% 30% 13% 14% FY16 FY25 Combined MB+BG WM CIB CF INS Other 3.7 4.4 7% 14% 20%ROTE HIGH SHAREHOLDER REMUNERATION2 ~€5bn to shareholders (Jun. 25-28) Total yield ahead: ~30% cumulative over next 3Y
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20 MEDIOBANCA: A PREEMINENT WEALTH MANAGER KPIs MB Group combined1 RR rate synergies Revenues: €4.4bn TFA: >€215bn Net profit: €1.5bn AUM: €114bn ROTE adj: ~20% Loans: €57bn CET1 ratio: ~14% RWA: €45bn C/I ratio: ~40% Deposits: €42bn Private & Investment Banking opportunities CIB CFWM Mediobanca Group Diversification A&L opportunities 1) MB 12M figures as at 30 June 2025, BG 12M figures as at 31 December 2024. Run rate synergies included Banca Generali - Industrial & Cultural Fit Section 2
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21 POSITIVE MARKET REACTION REFLECTING RATIONALE FOR MB AND BG Market Analyst Reactions (Analysis of MB) Banca Generali - Industrial & Cultural Fit Section 2 Morgan Stanley (April 30, 2025) We believe that Mediobanca's (MB) plan to acquire Banca Generali (BGN) evidences a coherent strategic fit, and remains consistent with MB's current business plan (…) KBW (April 28, 2025) We think purchasing BGN has strategic and financial logic for MB but we also like the transaction structure Intesa Sanpaolo (April 28, 2025) The deal would be fully coherent with Mediobanca’s strategy that aims to enhance its capital light/wealth management business. Share Price Reaction (Base 100 = 25-Apr Close Price) 95 97 99 101 103 105 107 109 BG FTSE MIB MB AG Equita (April 28, 2025 – Translated from Italian) MB's management has an excellent track record in terms of M&A, significantly limiting the already low execution risks given the high cultural fit between the two entities and increasing visibility on the announced synergies. Offer announced before market open on 28 of April 25-Apr 28-Apr 29-Apr 95 100 105 110 115 120 125 130 29-Apr 14-May Share Price Evolution (Base 100 = 28-Apr Close Price)
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AGENDA 1. Mediobanca’s Strategic Evolution 2. Banca Generali - Industrial & Cultural Fit 3. Proposed Transaction i. Compelling Offer & GM Proposal ii. Board Process & Rationale iii. Timeline Closing Remarks Appendix
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23 The Offer Voluntary public exchange offer by Mediobanca for 100% of the ordinary shares of Banca Generali (BG) Assicurazioni Generali (AG) shares currently owned by Mediobanca as consideration Exchange ratio: 1.7x ex dividend, equivalent to 17 AG shares for every 10 BG shares tendered PROPOSED TRANSACTION OVERVIEW 23 Proposed Transaction – Compelling Offer & GM Proposal Section 3 GM Proposal Authorize Mediobanca to: (i) Execute the public voluntary exchange offer for 100% of the ordinary shares in Banca Generali, announced on 28 April 2025; (ii) Use the ordinary shares in AG held by Mediobanca as the consideration for the Offer; (iii) Exercise the right to waive all or part of the conditions precedent set for the Offer, where considered appropriate. Vote Specifics Why a Shareholder Vote? As required by the passivity rule imposed by the ongoing offer made by Banca Monte dei Paschi di Siena, art. 104 TUF, Mediobanca is mandated to obtain shareholder approval for this authority. Required Approval MB ordinary shareholders’ approval according to a minimum acceptance level of 50% +1 of the share capital attending the meeting. Notice of Meeting:
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24 As of 25 April 2025, the exchange offer values BG at €6.3bn or €54.17 per share with an implied premium of: 11.4% on L1D VWAP or BG official price on the day 9.3% on BG VWAP over the last 1 month 6.5% on BG VWAP over the last 3 months ASSICURAZIONI GENERALI SHARE CONSIDERATION TRANSFORMING THE FINANCIAL TO INDUSTRIAL PARTNERSHIP Mediobanca (“MB”) proposes the consideration to shareholders of Banca Generali (“BG”) of shares of Assicurazioni Generali (“AG”). The proposed exchange ratio is 1.7x (ex dividend). Premium Offer for BG and benefits for MB Shareholders BG shareholders will have an opportunity to exchange their investment at a high valuation, increasing the liquidity of their investment in a stock that will offer them considerable upside potential As has been communicated in the past, shares in AG have been held to provide a capital-source for potential M&A or business growth, therefore, this consideration is consistent with MB’s previously communicated strategic guidelines. By utilising the shares held in AG (through the tender and by funding open market purchases of BG shares), MB is executing a strategic capital redeployment, and the evolution of the partnership with the insurer from financial to industrial. A condition of the merger is the signing of a strategic partnership agreement among BG, AG Group and Mediobanca Group on bancassurance and AM. This aims to preserve the productive relationship which already exists between AG and BG, as well as augmenting the benefits through MB’s operations. Proposed Transaction – Compelling Offer & GM Proposal Section 3 Share Exchange Ratio Morgan Stanley (April 30, 2025) In our view, funding the purchase with AG shares could unlock the value in a stake that the market failed to value in full, and could offer shareholders a more clear strategy for a growing wealth management leader. 17 10
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25 Consob approval (expected by August 23rd) Mediobanca Shareholders (GM Vote, August 21st) Mediobanca Board Mediobanca Related-Parties Committee Regulatory / Antitrust (CONSOB, ECB…) SEIZING A UNIQUE OPPORTUNITY UNDER UNIQUE CIRCUMSTANCES Proposed Transaction - Board Process & Rationale Section 3 Mediobanca Board Mediobanca Related-Parties Committee BG has long been appraised by MB’s management and Board. From analytical appraisal of a potential merger a few years prior, the leadership team developed a detailed understanding of the performance and functioning of BG which has been continually under review and iterated since. The timing for MB and BG to combine is considered optimal due to: • the actual size and capability of the MBWM division to profitably redeploy the Private & Investment Banking model • the unprecedent and stable alignment of favourable share price of AG and BG (where AG has reached the highest share price in >20Y). Amid ongoing consolidation in the Italian banking sector, Mediobanca acted decisively on this unique M&A opportunity. The familiarity with the business has allowed MB’s management team to lead an expedited process, the result of which was approved by the Board following the release of a motivated positive opinion by the Related Parties Committee (supported by independent financial advisors). To note, MB’s approach to BG (not agreed but not hostile) was the only option available under the passivity rule imposed by the ongoing offer made by Banca Monte dei Paschi di Siena (“MPS”), art. 104 TUF. Approvals ✓ Regulatory / Antitrust ✓ “Banca Generali has long been considered by the Board of Directors of Mediobanca a potential M&A target, given the important strategic and cultural fit. The Offer is in fact consistent with the objectives of the 2023-26 Strategic Plan, “One Brand, One Culture”, and represents a unique opportunity to fast-forward the Company’s growth in Wealth Management.” Lead Independent Director, Angela Gamba – link to the letter HERE ✓ ECB authorization (expected on August 18th)
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26 ➢ Capital-light model ➢ Low interest rate / credit risk sensitivity ➢ Attractive earnings mix: WM >50% + CIB <20% + CF <30% ➢ Evident A&L synergies ➢ Material capital reallocation: from INS (AG stake) to WM ➢ Leading WM player in EU: >€215bn TFA), €2bn revenues and >50% net profit from WM ➢ Unique growth potential with PIB model: focus on high-end clients/ entrepreneurs (NNM>€15bn p.a.) RATIONALE FOR BOARD APPROVAL / OPPOSITION1 (1/2) POSITIONING 1 BUSINESS MODEL AND MIX 2 ➢ Undifferentiated mid size commercial bank ➢ No significant positioning improvement in any businesses, no scale/distribution advantages ➢ No derisking from MPS macro weakness (NPL origination, Interest rates risk) MB+BG MPS+MB ➢ Capital-intensive model ➢ High interest rate / credit risk sensitivity ➢ Unattractive earnings mix: 63% Commercial Banking, 14% WM, 12% CIB, other ➢ A&L synergies limited by different client positioning ➢ AG “nice to have” Board-Preferred Proposed Transaction - Board Process & Rationale Section 3 1) Information and valuations extracted from Mediobanca’s press release of 9 May 2025 (website link HERE).
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27 SYNERGIES VALUE CREATION ➢ Strong cultural and managerial fit: sharing of best practices, cross-selling opportunities in the both franchises ➢ Expand synergistic model with CIB ➢ Unlock potential: €300m visible synergies2 with low execution risk RATIONALE FOR BOARD APPROVAL / OPPOSITION1 (2/2) 4 3 1) Information and valuations extracted from Mediobanca’s press release of 9 May 2025 (website link HERE). 2) Run rate (pre-tax) synergies: €300m of which 50% of cost, 22% of funding, 28% of revenue 3) Including run rate synergies 4) Total yield, calculated on weighted average MB price (VWAP) over past 1 month ➢ High execution risk given lack of cultural, managerial, industrial fit ➢ High client-revenues attrition/dyssynergies ➢ Limited cost cutting, high costs of IFAs and IB & PB retention ➢ EPS: mid single digit accretive3 ➢ 20% ROTE2, above peer growth rates ➢ 14% CET1, with higher K creation ahead ➢ 30% cumulative yield4 in next 3 years, best- in class return going forward ➢ Potential multiple rerating ➢ EPS: double digit dilutive ➢ Sustainable ROTE/ CET1 and payout to be verified, due risks on franchise resilience, NII/COR headwinds in current macro (SMEs), legal/fiscal issues (on MPS balance) ➢ Double digit DPS dilutive ➢ Potential multiple derating Proposed Transaction - Board Process & Rationale Section 3 MB+BG MPS+MBBoard-Preferred
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28 PROXY ADVISOR PERSPECTIVE ➢ Strong support from global proxy advisors: ENGAGEMENT FEEDBACK 1 ➢ Opposition from global proxy advisors: Proposed Transaction - Board Process & Rationale Section 3 MB+BG MPS+MBBoard-Preferred SHAREHOLDER PERSPECTIVE 2 ➢ Strong market reaction evidencing market recognition of value potential. ➢ Votes disclosed publicly for the postponed June EGM show support from large institutional investors like Norges Bank IM, Legal & General IM, and Schroders. ➢ Opposition from institutional shareholders, like BlackRock and Fidelity Investments, meaning vote carried by strategic holders. ➢ MPS’s reduced acceptance threshold (as little as 35%) is misaligned with authority voted on by shareholders. "The purchase of a shareholding between 35% and 50% of Mediobanca's voting share capital would enable MPS to obtain de facto control”MPS – Documento di Offerta (03 July 2025) "The purchase of a shareholding between 35% and 50% of Mediobanca's voting share capital would enable MPS to obtain de facto control” MPS – Documento di Offerta (03 July 2025) “Completion of the operation would significantly accelerate the company's strategic transformation aiming at becoming a wealth management leader.” ISS Analysis for MB EGM (16 June 2025 Postponed) “Even if achieving control, post-merger integration might prove a challenge, and the different business profile and culture could significantly affect the synergy potential.” ISS Analysis for MPS EGM (17 April 2025)
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29 INDICATIVE TIMETABLE Expected regulatory approvals, including ECB authorization18 August 2025 May 2025 Regulatory submissions 21 August 2025 Mediobanca ordinary shareholders’ meeting, ex art.104 TUF September 2025 Acceptance period October 2025 Expected closing Proposed Transaction - Timeline Section 3 23 August 2025 Consob approval
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AGENDA 1. Mediobanca’s Strategic Evolution 2. Banca Generali - Industrial & Cultural Fit 3. Proposed Transaction i. Compelling Offer & GM Proposal ii. Board Process & Rationale iii. Timeline Closing Remarks Appendix
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31 Strategic capital reallocation from INS to WM Focus MB on faster growing - capital light WM business Enhance size, quality and visibility of revenues and profits MEDIOBANCA: A UNIQUE GROWTH EQUITY STORY «ONE BRAND – ONE CULTURE» ACCRETIVE DEAL ROTE up to >20% EPS mid single digit accretion CET1 at 14% Multiples rerating UNLOCK POTENTIAL ~€300m synergies Low execution risk due to strong industrial rationale and cultural fit A UNIQUE EQUITY STORY Leader in WM >€215bn TFAs, €2bn revenues Attractive earnings mix WM >50% + CIB <20% + CF <30% ENHANCE RETURN TO SHAREHOLDERS ~€5bn 25-28 cumulative distribution confirmed, implying a 30% yield 1 cumulative in next 3 years Best-in-class return onwards Mediobanca: a fast growing, leading Wealth Manager with a unique positioning and distinctive business mix in European market 1) Total yield, calculated on weighted average MB price (VWAP) over past 1 month Closing remarks Section 4
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AGENDA Appendix 1. Supplement: Combination Merits i. Strategic Rationale ii. High Synergy Potential iii. Well-Governed Value Creation
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33 8.2 8.0 7.7 7.1 6.4 ITA USA F D UK STRONG OPPORTUNITIES LINKED TO LARGE MARKET POTENTIAL Italian households’ financial wealth is ample, largely unmanaged and growing, especially in high-end client segments Net household wealth/ disposable income2 (ratio) Household financial assets/GDP1 (ratio) 2.6 2.5 2.2 2.1 1.5 ITA F EU D S Private wealth1 is diversified among financial and real assets, with important behavioral changes ahead 1) Eurostat (2023 data) 2) Banca d’Italia, Istat (2023 data) 3) Banca d’Italia (Sept.24 data), AIPB (Dec.24 data) 4) AIPB, Nov.23 0.9 1.3 3.8 4.6 2019 2024 Private3 +7% 5YCAGR Total IT +2% 5YCAGR Real Estate& other 42% Non listed Equity 22% AUM 19% AUA+Dep 17% HNWI Households wealth breakdown2 32% 23% 25% 20% >75Y 65-75Y 55-65Y <55Y % Private wealth by age4 €180/300bn money transfers in next 5/10Y Need for global advice Combining Tech/AI & human touch €5.9tr €4.7tr Italian Household financial assets 3 Strategic Rationale Appendix
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34 MB+BG: HIGH REVENUE GROWTH POTENTIAL DRIVEN BY POWERFUL NET NEW MONEY ENGINE 1) Stock and 12M flows data as at June 25 2) Stock and 12M flows data as at Dec.24 3) 5Y CAGR June20- June25 4) 5Y CAGR Dec.19- Dec.24 Outstanding TFA growth boosted by solid NNM generation driven by powerful distribution platforms TFA €112bn1 5Y CAGR3: +12% €11bn NNM1 TFA €104bn2 5Y CAGR4: +9% €6/7bn NNM2 €6/7bn AUM1 Net new inflows New hires2 170 €3.2bn AUM2 Net new inflows o/w €2.5bn wrappers and €0.4bn funds A virtuous combination delivering growth acceleration ~€3bn other qualified flows1 ~€0.7bn NNM structured products >€0.9bn Private mkts commitment >€1.2bn liquidity events €0.9bn2 Advanced advisory NNM New hires1 157 Strategic Rationale Appendix
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35 Mediobanca PIB bankers’ coverage Italian MidCaps distribution by regional district1 1) Source: Mediobanca Research Dep., Mid/Mid-large corporates Italy (2021) defined as FTE >50 staff and revenues between €17m and €3bn. Moderate High Low Legend: Sales presence Very High ModerateHigh Low Private Hub SCOPE FOR PRIVATE&INVESTMENT BANKING MODEL ENHANCEMENT Banca Generali coverage ModerateHigh Low Legend: Target Companies presence Legend: Sales presence ~300 offices ~ 2.3K advisors ~200 offices ~200 PIB bankers ~1.2K WM advisors Strategic Rationale Appendix
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36 LEVERAGING MB CIB UNIQUE POSITIONING IN TERMS OF DISTINCTIVENESS AND PRODUCTS Advisory MB Corporate & Investment Banking: a unique Investment Banking platform, already developing synergies with MB Private Banking, ready to leverage the larger distribution network deriving from the combination full range of IB products, with focus on advisory and sophisticated solutions Lending Markets The leading ITA M&A franchise The Mid-Corporate team to enhance Mid-Caps coverage The European branches/partners to enhance opportunities deal flow Corporate lending Structured finance Equity research ECM/DCM Equity and fixed income brokerage, trading and derivatives, structure products manufacturing 420+ total Bankers o/w 45+ mid cap banker and 200+ international franchise An average MD tenure of 6 years Main offices: Milan, Paris, London, Madrid, Frankfurt, New York OUR CULTURE “IB DNA”: entrepreneurial, agile and growth-focused Client “COMES FIRST” Reputation “AS A MUST” Cost and risk “DISCIPLINE” OUR PEOPLE DISTINCTIVNESS PRODUCTS TO BE LEVERAGED ON BANCA GENERALI NETWORK Strategic Rationale Appendix
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37 CAPITAL REALLOCATION DRIVING SUBSTANTIAL REVENUES & PROFIT RESHAPE INS&Other 16% WM 26% CF 34% CIB 24% €3.7bn CIB 20% WM ~45% CF 30% Other 5% €4.4bn Revenues: WM from 26% to ~45% INS&Other >30% WM <20% CF 31% CIB 20% €1.3bn CIB <20% WM >50% CF <30% €1.5bn Net profit WM from <20% to >50% MB GROUP Combined1 Allocated K2 WM from 10% to >55% INS&Other ~50% WM 10% CF ~20% CIB ~20% CIB <20% WM >55% CF 20% Other 5% CET1 15.1% ROTE 14% CET1 ~14% ROTE ~20% Strategic Rationale Appendix 1) Mediobanca: FY25 figures as at 30 June 2025, Banca Generali: 12M Dec-24 figures. Banking net profit: excluding AG. Run rate synergies included 2) Net equity gross of deductions and intangibles
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38 …ACCELERATING A 10Y TRANSITION IN WM TFA enhanced in size: doubled to >€215bn in quality: AUM at ~55% Group revenues enhanced Fees up ~70%, >40% revenues MBWM NII&Other 43% Fees 57% WM revenues doubled to €2.0bn, 60% fees €1.0bn AUM 45% AUA 28% Deposits 27% €112bn AUM 53% AUA 27% Deposits 20% NII & Other 39% Fees 61% €2.0bn up 2x up 2x Combined1 TFA WM revenues Group Revenues C/I: 66% C/I: ~40% >€215bn NII 53% Fees 29% Other 18% NII 55% Fees 40% Other 5% €3.7bn €4.4bn up >15% Strategic Rationale Appendix 1) Mediobanca: FY25 figures as at 30 June 2025, Banca Generali: 12M Dec-24 figures. Banking net profit: excluding AG. Run rate synergies included
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AGENDA Appendix 1. Supplement: Combination Merits i. Industrial & Cultural Fit ii. High Synergy Potential iii. Well-Governed Value Creation
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40 MB: SUBSTANTIAL INCREASE IN SIZE AND PROFITABILITY Mediobanca June251 MB GROUP WM division Group Revenues Ow fees Cost/income Net profit (ordinary) ow Banking ROTE CET1 €3.7bn €1.1bn 43% 1.3bn 14% ~15% €1.0bn >€0.5bn 66% €0.2bn €4.4bn €1.8bn ~40% €1.5bn €2.0bn €1.2bn ~40% €0.8bn up >15% 2x Combined1 WITH RR SYNERGIES MB GROUP WM division 1) Mediobanca: FY25 figures as at 30 June 2025, Banca Generali: 12M Dec-24 figures. Banking net profit: excluding AG >20% ~14% ~4xup 13% up 70% up >65% 2x High Synergy Potential Appendix
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41 €300M SYNERGY POTENTIAL WITH LOW EXECUTION RISK DUE TO STRONG INDUSTRIAL RATIONALE AND CULTURAL FIT Synergies, PBT (€m) KPIs 350 300 150 65 85 Integration Costs (one-off) Total Synergies (yearly) Revenue Synergies (yearly) Funding Synergies (yearly) Costs Synergies (yearly) €150m cost synergies: €90m SG&A: scale efficiencies, IT platform €60m HR: best practice / rightsizing on the new entity €85m revenue synergies: cross fertilization from cross selling on BG network of PB & CIB products (certificates, illiquid products, private market, …) + BG offer optimization/best practice adoption on MBWM network €300m PBT annual synergies, with run rate from Y3 €350m PBT one-offs costs before tax, mainly occurring in Y1 and to a lower extent in Y2 Integration costs drivers: incentives, contingencies, IT migration and costs to achieve synergies €65m funding synergies: driven by ALM / lower CoF on combined entity High Synergy Potential Appendix
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42 BETTER FUNDING MIX AND RWA DENSITY MB GROUP Funding Ow Deposits RWA Loan/deposits RWA/density €71bn €30bn 1.8x 44% Combined Loans €54bn €46bn €83bn €42bn 1.3x 42% €57bn ~€45bn High Synergy Potential Appendix
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43 CET1 OPTIMIZED AT 14% HIGHER CAPITAL GENERATION AHEAD CET1 ~14% (@current AG price) at 30.06.20251. AG divestment financing BG investment BG goodwill (~€5bn) offset by removal of AG deduction (~€2bn) and capital gain on AG (~2.2bn) RWA down by ~€1bn: savings of ~€6bn from AG and additional ~€5bn RWA3 from BG consolidation Higher capital generation: 315bps, +13% vs Strategic plan rolling 25-28 capital generation (280bps) due to capital-lighter growth Distribution policy confirmed: 70% cash dividend +SBB4 in FY25, 100% ordinary cash pay-out in FY26 CET1 ratio evolution 15.1% ~14% 485bps 60bps (540)bps (110)bps June25 stand alone (4) Capital gain Change in RWA Goodwill & Deductions PPA & CTA impact June25 combined Annual CET1 generation: up 13% to 315bps2 1) AG@ €30.2 1D vwap 2) Capital generation in Strategic plan rolling 25-28 at 280bps; Capital generation before distribution including run rate synergies 3) BG RWA figures as at 30 June 2025 4) CET1 taking into account 70% Cash pay-out + 3rd SBB (~€400m, subject to ECB/AGM authorization) Deal impact1: ~110bps High Synergy Potential Appendix
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AGENDA Appendix 1. Supplement: Combination Merits i. Industrial & Cultural Fit ii. High Synergy Potential iii. Well-Governed Value Creation
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45 INDEPENDENT, EXPERIENCED, AND DIVERSE BOARD M ● Independent Gender NEW in 2023 Election List M ● M ● Yes (Lead) F ● Yes M ● Yes F Yes ● Yes F Yes ● Yes F ● Yes F ● Yes M Yes ● Yes F ● Yes M ● Yes M Yes ● Yes F Yes ● Yes M Yes ● List Key: ● BoD ● Delfin ● Assogestioni 50% 44% 53% 60% 80% BoD 2011-14 BoD 2014-17 BoD 2017-20 BoD 2020-23 BoD 2023-26 HALF of independent directors in BoD 2023-26 are NEW appointments HIGHEST EVER LEVELS OF INDEPENDENCE MEDIOBANCA HEALTHY LEVELS OF REFRESHMENT BoD Independence BOARD EVOLUTION ALL Members of the BoD have experience and skills relevant to Mediobanca’s business Well-Governed Value Creation Appendix
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46 0 5 10 15 20 25 Jan-15 Apr-15 Jul-15 Oct-15 Jan-16 Apr-16 Jul-16 Oct-16 Jan-17 Apr-17 Jul-17 Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Jan-19 Apr-19 Jul-19 Oct-19 Jan-20 Apr-20 Jul-20 Oct-20 Jan-21 Apr-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 Oct-22 Jan-23 Apr-23 Jul-23 Oct-23 Jan-24 Apr-24 Jul-24 Oct-24 Jan-25 Apr-25 Jul-25 MB 191% EU banks 62.1% ITA banks 124% Ftse Mib 114.1% ABOUT MEDIOBANCA SHAREHOLDER VALUE AS A RESULT OF EFFECTIVE GOVERNANCE DELIVERING LONG-TERM VALUE FOR SHAREHOLDERS THROUGH ROBUST GOVERNANCE MECHANISMS ✓ Strong Board and Committee Independence ✓ Healthy Board Refreshment ✓ 20% Minority Board Representation ✓ Accomplished Director Skill Profiles ✓ Continuity of Proven Strategic Leadership ✓ Adoption of Lead Independent Director ✓ Robust and Clear Succession Planning ✓ Pay Policy with High Shareholder Approval ✓ Strong Pay-for-Performance Alignment ✓ Established Board Evaluation Exercise ✓ Shareholder-Director Engagement Policy ✓ Commitment to Responsible Banking Mediobanca: +191% (TSR: +395%) EU Banks: +62% (TSR: +164%) Ita Banks: +124% (TSR: +246%) FTSE MIB: +114% (TSR: +221%) Well-Governed Value Creation Appendix
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47 DISCLAIMER (1/2) Disclaimer THE INFORMATION CONTAINED IN THIS DOCUMENT IS MADE AVAILABLE EXCLUSIVELY TO SHAREHOLDERS OF MEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.P.A. (“MEDIOBANCA”) FOR THE PURPOSE OF PARTICIPATING IN THE SHAREHOLDERS’ MEETING CONVENED FOR 21 AUGUST 2025 OR FOR THE SOLE PURPOSE OF REVIEWING MATERIALS RELEVANT TO THE AFOREMENTIONED SHAREHOLDERS’ MEETING. MEDIOBANCA DOES NOT INTEND TO SOLICIT ANY ACTION OR INITIATIVE BY ANY PERSON OR ENTITY IN CONNECTION WITH ANY PUBLIC OFFER RELATING TO THE ABOVE-MENTIONED SHAREHOLDERS’ MEETING. This document does not constitute the extension of an offer to acquire, purchase, subscribe for, sell or exchange (or the solicitation of an offer to acquire, purchase, subscribe for, sell or exchange), any securities in any jurisdiction, including the United States of America, Australia, Canada, Japan, or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction. Any securities discussed in this document have not been and will not be registered under the US Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder. There will be no public offering of securities in the United States. The content of this document has a merely informative and provisional nature and is not to be construed as providing investment advice. The statements contained herein have not been independently verified. No representation or warranty, either express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reliability of the information contained herein. Neither the Company nor any of its representatives shall accept any liability whatsoever (whether in negligence or otherwise) arising in any way in relation to such information or in relation to any loss arising from its use or otherwise arising in connection with this document. By accessing these materials, you agree to be bound by the foregoing limitations. This presentation contains certain forward-looking statements, projections, objectives, estimates and forecasts reflecting the Mediobanca S.p.A. management’s current views with respect to certain future events. Forward-looking statements, projections, objectives, estimates and forecasts are generally identifiable by the use of the words “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “goal” or “target” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding Mediobanca S.p.A.’s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where Mediobanca S.p.A. participates or is seeking to participate. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. The Mediobanca Group’s ability to achieve its projected objectives or results is dependent on many factors which are outside management’s control. Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. All forward-looking statements included herein are based on information available to Mediobanca S.p.A. as of the date hereof. Mediobanca S.p.A. undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to Mediobanca S.p.A. or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.
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48 DISCLAIMER (2/2) Disclaimer The public voluntary exchange offer described in this document (the "Offer") will be promoted by Mediobanca S.p.A. (the "Offeror" or "Mediobanca") over the totality of the ordinary shares of Banca Generali S.p.A. ("Banca Generali"). This document does not constitute an offer to buy or sell Banca Generali’s shares. The Offer will be promoted in Italy as Banca Generali’s shares are listed on the Euronext Milan organized and managed by Borsa Italiana S.p.A. and, except for what is indicated below, is subject to the obligations and procedural requirements provided for by Italian law. The Offer is not being made in Canada, Japan, Australia or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction ("Other Countries"). The Offer is otherwise being made (i) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act of 1933, as amended ("Regulation S")(the "U.S. Securities Act") and, as applicable, in accordance with law in any such other jurisdiction, or (ii) within the United States, only to "qualified institutional buyers" as defined in Rule 144A of the U.S. Securities Act ("QIBs") in a private placement that is exempt from, or not subject to, registration under the U.S. Securities Act and that meets the requirements of Rule 144A or another available exemption from registration, in each case, in accordance with any applicable securities laws of any state of the United States. The extension of the Offer in the United States is occurring by way of a separate private placement memorandum restricted to QIBs. A copy of any document that the Offeror will issue in relation to the Offer, or portions thereof, is not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries. Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Other Countries. Any tender in the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted. This document and any other document issued by the Offeror in relation to the Offer do not constitute and are not part neither of an offer to buy or exchange, nor of a solicitation to offer to sell or exchange financial instruments in the United States or in the Other Countries. Financial instruments cannot be offered or sold in the United States unless they have been registered pursuant to the U.S. Securities Act, or are exempt from, or not subject to, registration. Financial instruments offered in the context of the transaction described in this document will not be registered pursuant to the U.S. Securities Act. Mediobanca does not intend to carry out a public offer of such financial instruments in the United States. No financial instrument can be offered or transferred in the Other Countries without specific approval in compliance with the relevant provisions applicable in such countries or without exemption from such provisions. This document may only be accessed in or from the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of assimilated Regulation (EU) 2017/1129 as it forms part of domestic United Kingdom law by virtue of European Union (Withdrawal) Act 2018, as amended, and who (i) have professional experience in investment matters under section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Decree"); (ii) are persons who have a high net worth and who fall within article 49(2) (a) - (d) of the Decree; or (iii) are persons to whom it may otherwise be lawfully communicated (the aforementioned persons being the "Relevant Persons"). Any investment activity to which this document refers is available only to Relevant Persons. Financial Instruments described in this document are made available only in the United Kingdom to Relevant Persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be directed exclusively at such persons). Any person who is not a Relevant Person should not act or rely on this document or any of its contents. Tendering in the Offer by persons residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.
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49 INVESTOR CONTACT DETAILS Mediobanca Group Investor Relations Piazzetta Cuccia 1, 20121 Milan, Italy Email: investor.relations@mediobanca.com +39 02 8829 860 http://www.mediobanca.com