Long Term Incentive

In order to align the remuneration of Mediobanca Group senior management staff members to measurement of the long-term performance underpinning the 2023-26 Strategic Plan approved by the Board of Directors of 23 May 2023, a new Long-Term Incentivization Scheme for 2023-26 (the “LTI Plan 2023-26”) is being submitted to the approval of shareholders gather.

The main features of the LTI Plan 2023-26 are as follows:

Elements	Indications
PERFORMANCE EVALUATION TIME HORIZON	N° 3 fiscal years from FY 2023/2024 to FY 2025/2026, consistent with Strategic Plan 23 - 26
LTI GROUP RECIPIENTS	Mediobanca CEO and GM Cluster 3 Group MRT – Key business unit managers Cluster 5 Group MRT – Selected top managers of the Group Other Group resources relevant to the achievement of the Plan’s objectives
PAY MIX STI/LTI	On annual basis proposed pay mix max: CEO / GM Mediobanca 50% STI - 50% LTI Others: approximately 80% STI - 20% LTI, however differentiated on an individual basis (of the overall variable target estimated at the beginning of the plan) To comply with the 2:1 cap approved by the Shareholders’ Meeting, on an annual basis, redefine short-term plans on an individual basis
GATEWAY	Those under the Remuneration Policies, assessed over the Plan period as follows: verification at the closing date in each financial year for the capital adequacy and liquidity indicators in the RAF; in aggregate at the end of the Plan for income indicators.
KPI	Integrated scorecard Financial KPIs (70%), financial and non-financial ESG (20%), rTSR (10%). KPIs are selected from Plan targets, linked to value creation objectives: capital, risk-adjusted profitability, growth, ESG
DISBURSEMENT MODE	In accordance with the deferral schemes of the current Remuneration Policies adapted taking into account an all-equity payment (60% deferred over five-year and four-year time horizons). The value of the MB share is determined based on the normal value of the Mediobanca stock in the 30 days prior to the approval of the 23-26 Strategic Plan by the BoD (May 23, 2023 - namely €9.822)
MALUS AND CLAWBACK	Malus e clawback as per the Remuneration Policies

KPIs, target values and incentive payout curve

1. All targets are subject to appropriate ECB approvals about € 1 bln buyback and Danish Compromise validation. They refer to the Strategic Plan published on 24 May 2023

1. Climate emissions intensity (tCO2eq./€mil.) Purpose 1-2-3 of loans granted by the CIB division (excluding Specialty Finance) to non-financial counterparties
2. Over the time horizon 1/7/23 - 30/6/2026: includes the change in value of the stock and all dividends distributed during the benchmark period (subject to the implicit assumption that these
dividends are reinvested in the stock itself). Peer used for the purpose of benchmarking CEO remuneration, public in the Remuneration Policy (in 2023 Policy: Barclays, BNP Paribas, Fineco
Bank, Intesa Sanpaolo, Julius Baer Group, Lazard, Santander, Schroders, Société Générale, Unicredit).

For recipients other than the Mediobanca CEO and Group General Manager, the incentive payout curve will be calibrated in accordance with the one defined for the Mediobanca CEO and Group General Manager, but benchmarked based on the target maximum gross annual salary assigned.

Terms, means and conditions of payment

Payment of the LTI Plan 2023-26 will be made on the terms, conditions and means for the long-term variable remuneration component set forth in the Staff Remuneration Policy based on the following scheme¹

The equity component has been valued at €9.822 per share. This is equal to the average Mediobanca stock market price in the thirty days prior to 23 May 2023, the date on which the Board of Directors approved the “One Brand-One Culture” 2023-26 Strategic Plan. No external events occurred during this period, the effects of which would have distorted the performance of financial markets and/or the Mediobanca stock market price.

The actual number of shares to be assigned, subject to the additional performance/malus conditions and/or holding periods provided for in the Staff Remuneration Policy will be finalized and rebalanced when the Plan is completed and the variable component has effectively accrued²

^{1. Mediobanca shares actually awarded post-holding period.

2. In the event of a recipient ceasing to work for Mediobanca in the course of the performance evaluation period for the LTI Plan 2023-26, and assuming they qualify as a “good leaver”, their participation in the Long-Term Incentivization Plan may be confirmed pro rata to the period actually worked by them, subject to assessment of whether or not the scorecard KPIs have reached the requisite levels (this calculation to be made based on the results delivered at the end of the LTI Plan 2023-26)}