Banca Monte dei Paschi di Siena S p A : Amendment to the terms and conditions

BANCA MONTE DEI PASCHI DI SIENA S.P.A.

(incorporated as a joint stock company (società per azioni) in the Republic of Italy)

Euro 20,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme

unconditionally and irrevocably guaranteed as to payments

of interest and principal by

MPS Covered Bond S.r.l.

(incorporated as a limited liability company (società a responsabilità limitata) in the Republic of

Italy)

NOTICE OF AMENDMENTS OF CERTAIN TRANSACTION DOCUMENTS TO THE HOLDERS OF

Euro 500,000,000 Floating Rate Covered Bonds due December 2025

ISIN: IT0004999204

Euro 1,500,000,000 Fixed Rate Covered Bonds due July 2024

ISIN: IT0005038283

Euro 1,000,000,000 Fixed Rate Covered Bonds due November 2025

ISIN: IT0005151854

Euro 1,000,000,000 Fixed Rate Covered Bonds due January 2024

ISIN: IT0005359507

Euro 1,000,000,000 Fixed Rate Covered Bonds due October 2026

ISIN: IT0005386922

Euro 1,000,000,000 Floating Rate Covered Bonds due July 2025

ISIN: IT0005447252

Euro 750,000,000 Floating Rate Covered Bonds due March 2025

ISIN: IT0005482606

Euro 750,000,000 Floating Rate Covered Bonds due December 2026

ISIN: IT0005499899

(the "Covered Bonds")

Capitalized terms used in this Notice and not otherwise defined herein, shall have the same meaning ascribed to them in the Programme Documents.

In the context of the €20,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme (the "Programme"), unconditionally and irrevocably guaranteed as to payments of interest and principal by MPS Covered Bond S.r.l. (the "Guarantor"), on 11 October 2023, Banca Monte dei Paschi di Siena S.p.A. (the "Issuer"), the Guarantor, Barclays Bank Ireland PLC, (as Dealer and Joint-Arranger), NatWest Markets N.V. (as Dealer and Joint-Arranger), NatWest Markets Plc (together with SG, UBS, and CS International, Covered Bond Swap Providers), The Bank of New York SA/NV Luxembourg Branch, The Bank of New York Mellon London Branch, The

Bank of New York Mellon SA/NV Milan Branch, Banca Finanziaria Internazionale S.p.A., The Bank of New York Mellon Corporate Trustee Services Limited, Deloitte & Touche S.p.A., Deutsche Bank Aktiengesellschaft, Société Générale S.A., UBS Europe SE, Credit Suisse International and SVM Securitisation Vehicles Management S.r.l. (jointly, the "Parties", and each of them a "Party") entered into a master amendment agreement (the "Master Amendment Agreement") to certain Programme Documents.

In particular, the Master Amendment Agreement has been entered into mainly for the purposes of amending certain Programme Documents (the "Amended Documents").

More in particular, in light of the above, the Master Amendment Agreement has been entered into mainly for the following purposes:

1. implement certain legislative and regulatory changes following the publication by the Bank of Italy, on 30 March 2023, of the 42nd amendment to the Bank of Italy Regulations which implement certain provisions of the Law 130 as amended by Italian legislative decree No. 190 of 5 November 2021 (the "Decree 190/2021"), and article 129 of the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms ("CRR");
2. as a consequence of the regulatory changes under (i) above, close the Eligible Investments Securities Account and the Italian Securities Collection Account and substitute the Main Programme Account, the Reserve Account and certain Collateral Accounts (opened with the English Account Bank) with new Italian accounts opened with The Bank of New York Mellon SA/NV Milan Branch, and regulate the termination of the English Account Bank and the appointment of the Payments Account Bank with respect to such new Italian accounts.

More in particular:

1. General amendments: in all the Amended Documents, where applicable:
2. 1. any reference to "Top-up Assets" and/or to "Attivi Idonei Integrativi" is deleted and any clauses in which such terms or expressions are used are amended and shall be construed accordingly;
   2. any reference to "Decree 310" and/or "Decreto 310" is deleted, and any clauses in which such terms or expressions are used are amended and shall be construed accordingly;
   3. any reference to "Public Entity Receivables" and/or "Crediti Pubblici", "Public Entities" and/or "Enti Pubblici", "Public Entity Securities" and/or "Titoli di Enti Pubblici" or "Titoli", is deleted, and any clauses in which such terms or expressions are used are amended and shall be construed accordingly;
   4. any reference to the "article 7-bis of the Law 130" and/or "articolo 7-bis della Legge 130 del 30 Aprile 1999" is made, respectively, to the "Title 1-bisof the Law 130" and/or to "Titolo 1-bis della Legge 130 del 30 Aprile 1999" and any clauses in which such terms or expressions are used are amended and shall be construed accordingly;
   5. any reference to "Attivi" and/or "Assets" is made, respectively, to "Attivi Idonei" and/or "Eligible Assets" and any clauses in which such terms or expressions are used are amended and shall be construed accordingly;
   6. any reference to "Titoli ABS" and/or "e ai proventi derivanti dai Titoli ABS" is deleted

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and any clauses in which such term or expression is used are amended and shall be construed accordingly;

1. 1. any reference to "Securitisation Services S.p.A." is made to "Banca Finanziaria Internazionale S.p.A." and any clauses in which such terms or expressions are used are amended and shall be construed accordingly;
   2. any reference to "Credito ad Incaglio" is made to "Credito UTP" and any clauses in which such term or expression is used are amended and shall be construed accordingly;
   3. any reference to "Monte Titoli" is made to "Euronext Securities Milan" and any clauses in which such terms or expressions are used are amended and shall be construed accordingly;
   4. any reference to "Tranche of Notes" is made to "Tranche of Covered Bonds" and any clauses in which such terms or expressions are used are amended and shall be construed accordingly;
   5. any reference to "standard ISRS 4400" is made to "standard ISRS 4400 Revised" and any clauses in which such terms or expressions are used are amended and shall be construed accordingly;
   6. any current reference to Covered Bond Swap Providers is to be made to NWM, SG and UBS and any other Covered Bond Swap Provider to enter into swap agreements in accordance with the Programme Documents.
2. Programme Agreement: the relevant parties amended the Programme Agreement to align the contents with the Bank of Italy Regulations, as updated on 30 March 2023;
3. Master Assets Purchase Agreement: the relevant parties amended the Master Assets Purchase Agreement to, inter alia, (i) update certain provisions relating to the transfer of New Portfolios in order to comply with the Liquidity Reserve Requirement as set out in the Bank of Italy Regulations, as updated on 30 March 2023, and with article 129 of the CRR,
4. 1. update certain provisions relating to the selection of the Receivables in order to allow the Seller to transfer Eligible Assets other than Residential Mortgage Loans and (iii) update the Common Criteria in order to comply with article 129 of the CRR;
5. Master Servicing Agreement: the relevant parties amended the Master Servicing Agreement to, inter alia, include, among the services to be carried out by the Master Servicer, certain undertakings with respect to the delivery and transmission of certain information to the Bank of Italy, as required under the Bank of Italy Regulations, as updated on 30 March 2023;
6. Warranty and Indemnity Agreement: the relevant parties amended the Warranty and Indemnity Agreement to, inter alia, to include certain additional warranties in order to comply with article 7-novies of the Law 130;
7. Subordinated Loan Agreement: the relevant parties amended the Subordinated Loan Agreement to, inter alia, allow the Guarantor to obtain the disbursement of any Loan also for the purposes of complying with the Liquidity Reserve Requirement by way of crediting to the Reserve Account the relevant amount granted by the Subordinated Lender;
8. Cover Pool Management Agreement: the relevant parties amended the Cover Pool Management Agreement to, inter alia:

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1. 1. update the provisions relating to the calculation of the Mandatory Tests in order to comply with article 7-undecies of the Law 130 and the Bank of Italy Regulations, as updated on 30 March 2023;
   2. include certain provisions with respect to the compliance with the Liquidity Reserve Requirement as set forth in article 7-duodecies of the Law 130 and the Bank of Italy Regulations; and
   3. amend certain provisions relating to the remedy of a breach of any Test also in line with article 129, paragraphs 1(a) and 3(a) of the CRR;
2. Asset Monitor Agreement: the relevant parties amended the Asset Monitor Agreement to, inter alia, (i) update certain provisions relating to the scope of the activities to be carried out by the Asset Monitor during its mandate in order to comply with the Law 130 and the Bank of Italy Regulations, (ii) include certain provisions relating to the verification of the Liquidity Reserve Requirement and the compliance with article 129, paragraphs 1(a) and 3(a) of the CRR;
3. Guarantee: the relevant parties amended the Guarantee to, inter alia, update certain provisions in order to comply with article 7-quaterdecies of the Securitisation and Covered Bonds Law;
4. Intercreditor Agreement and Terms and Conditions: the relevant parties amended the Intercreditor Agreement and Terms and Conditions to, inter alia, amend:
5. 1. the definitions of "Eligible Cover Pool", "Eligible Institution" and "Eligible Investments" in line with article 129, paragraphs 1 and 1(a), letter (c) of article 129 of the CRR;
   2. the condition relating to the status of the Covered Bonds in order to comply with article 7-quaterdecies of the Law 130;
   3. the condition relating to the extension of the maturity of the Covered Bonds in order to comply with article 7-terdecies, paragraph 2 of the Law 130 and of the Bank of Italy Regulations, as updated on 30 March 2023; and
   4. update the definitions to align them to the Law 130 and the Bank of Italy Regulations, as updated on 30 March 2023;
6. Master Definitions Agreement: the relevant parties amended the Master Definitions Agreement to, inter alia, amend:
7. 1. the definitions of "Eligible Cover Pool", "Eligible Institution" and "Eligible Investments" in line with article 129, paragraphs 1 and 1(a), letter (c) of article 129 of the CRR; and
   2. update the definitions to align them to the Law 130 and the Bank of Italy Regulations, as updated on 30 March 2023;
8. Cash Allocation, Management and Payments Agreement: the relevant parties amended the Cash Allocation, Management and Payments Agreement to, inter alia, (i) include an additional item under the Reserve Account in order to align such provisions with the amendments made to the Subordinated Loan Agreement, (ii) substitute the Main Programme Account, the Reserve Account and certain Collateral Accounts (originally opened with the English Account Bank) with new Italian accounts;
9. Deed of Pledge: the relevant parties amended the Deed of Pledge to extend the relevant

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security also to the new appointment of the Payments Account Bank with respect to the new Italian bank accounts;

1. English Account Bank Agreement: the relevant parties agreed to terminate the English Account Bank Agreement, as the relevant provisions and the new Italian bank accounts are regulated under the Cash Allocation, Management and Payments Agreement;
2. Deed of Charge: the relevant parties agreed to release the relevant security - as the relevant secured bank accounts are to be closed and substituted with Italian bank accounts - and to terminate the Deed of Charge;
3. Corporate Services Agreement: the relevant parties amended the Corporate Services Agreement to align the contents with the Bank of Italy Regulations, as updated on 30 March 2023;
4. Mandate Agreement: the relevant parties amended the Mandate Agreement to align the contents with the Bank of Italy Regulations, as updated on 30 March 2023;
5. Quotaholders' Agreement: the relevant parties amended the Quotaholders' Agreement to align the contents with the Bank of Italy Regulations, as updated on 30 March 2023.

Furthermore, the relevant Parties entered into (i) an English law termination and release deed, regulating the release of the security under the Deed of Charge and the termination of the English Account Bank Agreement and the Deed of Charge; (ii) an English law termination deed, regulating the termination of the ISDA Master agreement between the Guarantor and CS International, for good order as no swap confirmations are in place - and the subsequent termination of the relevant EMIR agreement between the Issuer and the Guarantor - and of the role of CS International under the Programme (the "Termination Deeds").

Copy of the Master Amendment Agreement and of the Termination Deeds may be inspected during usual business hours on any business day for inspection at the registered office of the Issuer.

This Notice is being published and may be viewed on the Luxembourg Stock Exchange's website at the following internet address http://www.luxse.com.

The Master Amendment Agreement and the Termination Deeds were entered into in accordance with the provisions of the Conditions and the relevant Transaction Documents and the consent of the Representative of the Bondholders has been obtained in accordance with the Rules of the Organisation of the Bondholders, the Intercreditor Agreement and the Programme Agreement.

Dated 12 October 2023

Documento firmato da:

FEDERICO VITTO 12.10.2023 12:34:48 UTC

____________________________________

Banca Monte dei Paschi di Siena S.p.A.

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