Press Release
MPS Bank: two new board members co-opted
Siena, 9 September 2026 - The Board of Directors of Banca Monte dei Paschi di Siena S.p.A. (hereinafter, “BMPS”), held yesterday under the chairpersonship of Prof. Cesare Bisoni, proceeded, with the approval of the Board of Statutory Auditors, pursuant to Article 2396-undecies of the Italian Civil Code and Article 15 of the By-Laws of BMPS, to appoint by co-optation as non-executive Directors of BMPS: Gianluca Brancadoro (independent) and Alessandro Caltagirone (non-independent*).
The appointments were made to replace two independent Directors, both of whom had been appointed by the Shareholders’ Meeting held on 15 April 2026 from the slate submitted by the outgoing Board of Directors, which received the second-highest number of votes.
The newly appointed Directors will remain in office until the next Shareholders’ Meeting, which will be called upon to resolve on their confirmation.
The selection of the new Directors was carried out following a specific co-optation process, with the support of Nomination Committee of BMPS, in accordance with the By-Laws of BMPS. In cases such as the present one, involving the replacement of Directors elected from a slate that has expressed a minority of the Directors, Article 15, paragraph 10, letter b) of the By-Laws provides that the Board of Directors shall appoint the co-opted candidates by selecting the first candidates among those not elected from such slate.
The appointment of the Directors was carried out, as required by applicable legislation, following the Board of Directors’ prior assessment that they met the applicable suitability requirements and the subsequent positive assessment by the European Central Bank.
* meeting the independence requirements pursuant to Italian Legislative Decree No. 58/1998 (the “TUF”), but not the independence requirements pursuant to Italian Ministerial Decree No. 169/2020 and the Corporate Governance Code and, therefore, not qualifying as independent under the By-Laws of BMPS, as declared by the Director.
