Resolution by the Board of Directors

The Board of Directors of the Monte dei Paschi di Siena Foundation, in its meeting today, examined the expert opinion rendered by Prof. Giorgio De Nova, professor of civil law at the Università Statale di Milano, aided by Prof. Ugo Pomante, visiting professor of economics of financial markets at the Università Tor Vergata in Rome, and adopted by the Administrative Board within the sphere of its assignment by the Board of Directors to carry out an investigation of the causes for the current situation of the MPS Foundation.

The opinion examined takes a position on the existence of responsibility on the part of members of the governing bodies of the Foundation and of third parties with regard to the indirect underwriting by the Foundation of the reserved capital increase implemented by Banca MPS in 2008, as well as to the contraction of a debt of €600 million for the purpose of participating in the ordinary capital increase issued by Banca MPS in 2011.

As a result of this meeting, the Board of Directors felt that the premises existed for a cause of action for liability with regard to both of the examined operations.

For the first operation (indirect underwriting of the 2008 capital increase), it was felt that the members of the Board of Directors in office at that time and the Foundation’s advisor were liable; for the second (contraction of a loan of 600 million euros), liability was hypothesized for the members of the Administrative Board and the Executive Manager (Provveditore) serving at the time, as well as for the banks that granted the loan.

The Board of Directors resolved to give a mandate to the Administrative Board and to the President, within their respective spheres of competence, to carry out each and every action necessary and/or fitting to pursue a judgement concerning the actions indicated.