Intesa Sanpaolo (ISP) investor relations material

Deal rationale and strategic fit

• Creates a €2 trillion wealth management bank, aiming to be the second-largest in the eurozone by market cap and serving over 27 million clients by 2029.

• Strengthens leadership in Italy and Europe, leveraging complementary business models and Mediobanca’s international reach.

• Accelerates business plan targets and cross-divisional synergies, especially in wealth management, consumer finance, and corporate banking.

• Motivated by opportunity to extract synergies with minimal integration risk, supported by proven integration track record and compatible business models.

• Enhances support for Italy’s real economy and reinforces the group’s position as a European leader.

Financial terms and conditions

• Voluntary public tender and exchange offer: 1.6 new shares and €1.00 cash per target share, valuing each at €10.091 based on the acquirer’s share price as of 5 June 2026.

• Offer represents a 12.5% premium over the target’s closing price on 5 June 2026, and up to 20.6% over the 12-month VWAP.

• Maximum aggregate consideration is approximately €30.6 billion, with €27.6 billion in shares and €3.0 billion in cash if fully accepted.

• Binding agreement with Unipol to sell a legal entity, including brand and 635 branches, for €3–3.5 billion cash.

• Extraordinary cash distributions of €2.7 billion included, on top of 95% ordinary distribution.

Synergies and expected cost savings

• Total pre-tax synergies estimated at €2.9 billion per year by 2029: €1.4 billion revenue synergies and €1.5 billion cost synergies.

• Synergies achieved with no social cost, enabling ~6,800 voluntary exits and equal number of new hires.

• Cost synergies include €0.6 billion from voluntary personnel exits and €0.9 billion from administrative and depreciation savings.

• Revenue synergies split roughly one-third each across wealth management, consumer finance, and corporate investment banking.

• Additional upside from cross-selling, IT integration, and leveraging digital platforms.