Commentary & Deal Flow

IPTs: 10.5NC5.5: MS+165a

• Issuer: Banca Monte dei Paschi di Siena S.p.A. (Ticker: MONTE)
• LEI: J4CP7MHCXR8DAQMKIL78
• Issue Type: Subordinated Callable Fixed Rate Resettable (Tier 2 capital for regulatory capital purposes)
• Issuer Rating: Baa3 (positive) / BBB- (watch positive) / BBB (positive) (Moody’s / Fitch / DBRS)
• Exp. Issue Rating: Ba2 / BB / BBH (Moody’s / Fitch / DBRS)
• Status of the Notes: Subordinated Notes as per Condition 2 (c) of the Terms and Conditions of the Notes in the Base Prospectus (intended to qualify as Tier 2 Capital, as further defined in Condition 5 (d) of the Terms and Conditions of the Notes in the Base Prospectus). No Negative Pledge, no Set-Off
• Format: Bearer and dematerialised
• Selling Restrictions: Reg S, Category 2, TEFRA not applicable
• Currency: €
• Size: €500m WNG
• IPTs: MS+165a
• Pricing Date: 2-Sep-26
• Settlement / Issue Date: 9-Sep-26 (T+5)
• Maturity Date: 9-Mar-37
• First Reset Date: 9-Mar-32
• Issuer Call: As per Condition 5 (c) of the Terms and Conditions of the Notes of the Base Prospectus, applicable. At par, subject to the prior consent of the Competent Authority
• Optional Redemption Dates: Any date during the three-month period commencing 9-Dec-31 to the First Reset Date
• Redemption Amount Payable on the Maturity Date: Par
• Coupon: From and including the Issue Date to but excluding the First Reset Date the Coupon shall be [•]% fixed rate p.a. payable annually in arrears on each Interest Payment Date. If the Notes are not redeemed or purchased and cancelled on or before the First Reset Date, the interest payable on the Notes from and including the First Reset Date to but excluding the Maturity Date shall be reset to a fixed rate equal to the relevant Mid Swap Rate plus the First Margin. Benchmark Discontinuation provisions apply
• Interest Payment Dates: 9 March in each year, commencing on 9-Mar-27 (short first coupon)
• Re-offer Yield: [•]% p.a. to but excluding the Reset Date
• First Margin: +[•] bps (no step-up)
• Day count Fraction: Actual/Actual (ICMA)
• Business Days: Milan and T2
• Use of Proceeds: An amount equivalent to the net proceeds will be used to finance and/or refinance, in whole or in part, new or existing Eligible Green Projects according to the Issuer’s ESG Framework, dated June 2024. The Framework is available on the Issuer’s website at: https://www.gruppomps.it/static/upload/mps/mps---green-social-and-sustainability-bond-framework-2024.pdf
• Redemption for Regulatory Reasons: At par. Applicable as per Condition 5 (d) of the Terms and Conditions of the Notes of the Base Prospectus, in whole but not in part, at their Early Redemption Amount referred to in Condition 5 (g) of the Terms and Conditions of the Notes of the Base Prospectus with interest accrued to (but excluding) the date fixed for redemption, subject to the prior consent of the Competent Authority
• Redemption for Tax Reasons: At par. Applicable as per Condition 5 (b) of the Terms and Conditions of the Notes in the Base Prospectus, in whole but not in part at their Early Redemption Amount referred to in Condition 5 (g) of the Terms and Conditions of the Notes in the Base Prospectus with interest accrued to (but excluding) the date fixed for redemption, subject to the prior consent of the Competent Authority
• Clean-up Redemption Option: Applicable as per Condition 5 (f) of the Terms and Conditions of the Notes in the Base Prospectus. If 75% of the initial aggregate nominal amount of the Notes have been redeemed or purchased and cancelled, the Issuer may redeem outstanding Notes in whole but not in part, at par, subject to the prior consent of the Competent Authority
• Non-Viability Loss Absorption: Contractual acknowledgement of Statutory Loss Absorption Powers
• Variation: Upon a Capital Event, a Tax Event and/or Alignment Event, the Issuer may, subject to receiving any consent required from, the Competent Authority and/or as appropriate the Relevant Resolution Authority (without any requirement for the consent or approval of the holders of the Notes), at any time vary the Terms of the Notes so that they remain or, as appropriate, become Qualifying Subordinated Notes. Condition 11 applies
• Denomination: €200,000 and integral multiples of €1,000 in excess thereof
• Listing: Luxembourg Stock Exchange’s Regulated Market
• Clearing: Euronext Securities Milan (Monte Titoli)
• Governing Law: Italian law
• Target Market / PRIIPs: Manufacturer target market (MIFID II 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 the UK
• Documentation: Issued off the Banca Monte dei Paschi di Siena SpA €50,000,000,000 Debt Issuance Programme, dated 22-May-26, as supplemented on 28-Aug-26 (the “Base Prospectus”)
• Global Coordinator: Mediobanca
• Joint Lead Managers: Barclays, BofASE, Crédit Agricole CIB, Mediobanca, Santander, UBS Europe SE, UniCredit (B&D)
• ISIN / Common Code: IT0005730202 / [●]
• Advertisement: The Base Prospectus and any supplements are available at: https://gruppomps.it/investor-relations/programmi-di-emissione-e-prospetti/emtn-programme.html and the Final Terms, when published, will be available at the same link
• Schedule: Books open, today’s business