Press release
With reference to the statement issued by VM 2006 S.r.l. on 11 August, Mediobanca wishes to clarify that the Shareholders’ Meeting convened pursuant to Article 104 of the Consolidated Law on Finance (“TUF”) is called upon to confirm to the Board of Directors the powers which the passivity rule, to which Mediobanca is subject due to the public exchange offer from Banca MPS, temporarily suspends. Referring to a “blank proxy” has no legal basis, since in any case the Shareholders’ Meeting does not have the power to replace the Board of Directors as the management body, but rather only to authorise the directors to carry out acts or transactions while the company is the target of a public offer.
As for the claim that “as of today, neither the precise economic and contractual content of the long-term strategic-industrial partnership agreements in the bancassurance, asset management, and insure-banking sectors is available nor is it possible to know it”, Mediobanca has formally proposed confirming the existing agreements between Assicurazioni Generali and Banca Generali, consolidating their duration over time and expanding them to the broader scope of the specialised Wealth Management operator that would be created from the integration of Banca Generali with the Mediobanca Group.
It is therefore entirely evident that the core of the agreements to be signed with Assicurazioni Generali reflects those currently in force, which the Caltagirone Group, a shareholder of Assicurazioni Generali, is aware, having been approved by the Board of Directors of Banca Generali, on which its representatives sit. Furthermore, since these are agreements between listed companies, they were disclosed and presented to the market at the time of signing in April 2025.
As to the reported dissatisfaction regarding the “need to know details on the execution risks of the same Offer connected, among other things, to the compatibility of the proposed exchange of treasury shares with the applicable regulatory framework”, Mediobanca refers to point 13 of the explanatory report to Shareholders published on 6 August, where the arguments are set out as to why such an exchange of treasury shares is fully compatible with the provisions of Articles 142 of the TUF and 144-bis of the Issuers’ Regulation (“Regolamento Emittenti”), which aim to ensure compliance with the principle of equal treatment among shareholders when the directors of a listed company intend to proceed with the purchase of treasury shares. There is therefore no execution risk whatsoever in this regard.
The Board of Directors further believes that the Offer for Banca Generali represents a significant growth opportunity consistent with the strategic objectives of the Mediobanca Group, as outlined in the “One Brand One Culture” 2023–2026 plan. With estimated synergies of €300 million and a unique equity story in the banking sector, the merger with Banca Generali could lead to a further, substantial re-rating of the share price. The combination would give rise to a European leader in Wealth Management, with over €200 billion in Total Financial Assets, more than 50% of revenues from Wealth Management activities, and an expected return of 8%.
Given the strong industrial and financial rationale for this project, and in light of the MPS offer, characterised, by contrast, by total inadequacy both strategically and financially, the Board has deemed it not only a matter of duty under Article 104 TUF, but also particularly appropriate, that the shareholders should be the ones to decide on the different strategic options for Mediobanca.
Milan, 13 August 2025