THE BOARD OF DIRECTORS OF BANCA MONTE DEI PASCHI DI SIENA ASSESS THE REQUIREMENTS OF THE DIRECTORS APPOINTED ON 27 DECEMBER 2024
The Board of Directors continues to be composed of a large majority of independent Directors
Siena, 24 January 2025 - The Board of Directors of Banca Monte dei Paschi di Siena S.p.A. (the "Bank" or "BMPS"), terminated yesterday in the late evening, under the chairpersonship of Nicola Maione, as the competent body pursuant to Italian Ministerial Decree no. 169/2020, assessed that all Directors appointed by co-optation on 27 December 2024, meet the fit and proper requirements provided for by the applicable laws, regulations and the By-Laws.
In particular, the following Directors meet the independence requirements provided for by the By-Laws:
1) Marcella Panucci;
2) Francesca Paramico Renzulli;
3) Barbara Tadolini.
It has been confirmed that, as declared by them, the Directors Alessandro Caltagirone and Elena De Simone meet the Italian Legislative Decree no. 58 of 24 February 1998 (“Consolidated Financial Act”), but do not meet the independence requirements pursuant to the the above-mentioned Ministerial Decree no. 169/2020 and the Corporate Governance Code, and therefore they are not independent pursuant to the By-Laws of the Bank.
At present, the Board is thus composed of eleven independent Directors, representing more than a half of its members, so that the percentage remains well above the minimum threshold (at least one-third) indicated by the By-Laws of the Bank, in accordance with the applicable legislation.
The Board of Directors verified that the requirements are met on the basis of the information provided by the persons concerned or, in any event, available to the Bank; in particular, the independence requirements of the Directors have been assessed in accordance with the criteria established by Article 15 of the By-Laws of the Bank (Articles 147-ter and 148 of the Consolidated Financial Act, Article 13 of Italian Ministerial Decree no. 169/2020 and Article 2 of the Corporate Governance Code), taking also into account the EBA/ESMA Guidelines and any credit, commercial and professional relationships linked to the Directors themselves, the materiality of which have been assessed taking into consideration the materiality thresholds identified by the
Bank.
The Board of Directors also confirmed that there are no material situations pursuant to the legislation on interlocking directorates under Article 36 of Italian Legislative Decree no. 201/2011, converted by Law no. 214/2011.
