As further detailed in paragraph 1.3 "Industrial and strategic considerations", the success of the Offer will enable an acceleration in the utilization of the DTA (as defined below) held by MPS, with an estimated effect for Mediobanca shareholders participating in the Offer of Euro 1.2 billion in net present value, equal to approximately \(10\%\) of Mediobanca's current market value.

The Consideration was determined on the assumption that, prior to the Payment Date (as defined below):

i the Issuer and/or the Offeror do(es) not approve or initiate any ordinary distribution (including interim dividends) or extraordinary distribution of dividends taken from profits and/or other reserves; and