Commentary & Deal Flow

Final Books above €1bn. Peak book above €1.95bn.

Launched: 3NC2: €500m @ MS+50bp - Books above €1.95bn
Book Update: Books >€1.5bn (excl. JLMs)
IPTs: 3NC2: MS+80bp area

• Issuer: Banca Monte dei Paschi di Siena S.p.A. (Ticker: MONTE, Country: IT)
• Issuer LEI: J4CP7MHCXR8DAQMKIL78
• Issue Type: Senior Notes, Unsecured Fixed to Floating Rate, Reg S, Tefra not applicable
• Form of Notes: Bearer Dematerialised
• Issuer Ratings: Baa3 (Positive) / BBB- (Stable) / BBB (Positive) (Moody's/Fitch/DBRS)
• Expected Issue Ratings: Baa3/BBB-/BBB (Moody's/Fitch/DBRS)
• Status: The Senior Notes are direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank (subject to any obligations preferred by any applicable law) pari passu with all other unsecured obligations (other than obligations ranking junior to the Senior Notes from time to time (including Non-Preferred Senior Notes and any further obligations permitted by law to rank, and expressed to rank, junior to the Senior Notes, on or following the Issue Date), if any) of the Issuer, present and future and pari passu and ratably without any preference among themselves. No negative pledge, no set-off.
• Nominal Amount: €500m
• Pricing Date: 03-Jun-26
• Settlement Date: 10-Jun-26 (T+5)
• Optional Redemption Date: 10-Jun-28
• Maturity Date: 10-Jun-29
• Books Subject: Books subject at 13:15 CET
• Hedge Deadline: 13.55 UKT / 14.55 CET
• Reference Gilt: OBL 2.2 28 #187 / HR 107%
• Optional Redemption: The Issuer may elect to redeem the Notes at par on the Optional Redemption Date, subject to certain conditions as set out in the Base Prospectus including, as relevant, prior permission of the Relevant Resolution Authority
• Early Redemption: Applicable as per Condition 5(b) Redemption for tax reasons, Condition 5(e) Issuer Call due to MREL Disqualification Event and Condition 5(f) Clean-up redemption at the option of the Issuer according to the Terms and Conditions of the Notes, in all cases at par and subject to Condition 5(j) of the Terms and Conditions of the Notes, including, as relevant, prior permission of the Relevant Resolution Authority– all as set out in the Base Prospectus
• Clean-Up Percentage: 75%
• Minimum Denomination: €100,000 and integral multiples of €1,000 in excess thereof
• Coupon: [●]%, for the period from and including the Issue Date to but excluding the Optional Redemption Date, payable annually in arrear on each Interest Payment Date; thereafter, if the Notes are not redeemed by the Issuer on the Optional Redemption Date the interest shall be a floating rate equal to 3-month EURIBOR plus [●]% (the “Reset spread”), for the period from and including the Optional Redemption Date to but excluding the Maturity Date, payable in arrear on a quarterly basis
• Joint Lead Managers’ commission: The Joint Lead Managers will be paid a fee with regards to the transaction
• Redemption price: 100% of Nominal Amount
• Coupon payment dates: 10-Jun in each year, commencing 10-Jun-27 till the Optional Redemption Date, then quarterly on 10-Sep / 10-Dec / 10-Mar / 10-Jun till the Maturity Date
• Day Count Fraction and Business Day Convention Fixed: Actual/Actual (ICMA), following unadjusted
• Business Day Convention and Business Day Convention Floating: Actual/360, modified following adjusted
• Business Day Centre: Milan and T2
• Use of Proceeds: For general funding purposes of the Group
• Events of Default: In accordance with Condition 8(a) of the Terms and Conditions of the Notes as set out in the Base Prospectus
• Statutory Loss Absorption Powers: In accordance with Condition 14 of the Terms and Conditions of the Notes as set out in the Base Prospectus
• Variation: In accordance with Condition 11 of the Terms and Conditions of the Notes set out in the Base Prospectus if a MREL Disqualification Event, Tax Event and/or an Alignment Event occurs or to ensure the effectiveness and enforceability of Condition 14 (Statutory Loss Absorption Powers) of the Terms and Conditions of the Notes as set out in the Base Prospectus
• Waiver of Set-Off: Each holder of a Senior Note unconditionally and irrevocably waives any right of set-off, netting, counterclaim, abatement or other similar remedy which it might otherwise have under the laws of any jurisdiction in respect of such Senior Note
• ISIN / Common Code: IT0005713612
• Listing: Luxembourg Stock Exchange (regulated market)
• EU MiFID II and UK MiFIR Target Market: Manufacturer target market (EEA MiFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or disclosure document required by the FCA Product Disclosure Sourcebook has been prepared as not available to retail in EEA or in the UK
• Clearing: Monte Titoli
• Documentation: EUR 50,000,000,000 Debt Issuance Programme dated 22-May-26 (‘Base Prospectus’)
• Selling Restrictions: As per Base Prospectus
• Governing Law: Italian law
• Global Coordinator: Mediobanca
• Joint Lead Managers: Citi, Mediobanca, Monte dei Paschi di Siena, NatWest, Societe Generale, UBS Investment Bank (B&D), UniCredit
• Principal Paying Agent: Banca Monte dei Paschi di Siena S.p.A.
• Stabilisation: FCA/ICMA
• Legal and Other Expenses: To be borne by the Issuer, excluding JLMs’ legal advisors’ expenses
• Advertisement: The Base Prospectus is available at https://www.luxse.com/issuer/BcMtPaschiSiena/40819 and the Final Terms, when published, will be available at the same link