Management and Board pay

Outline of the remuneration structure for Directors and managers

	FIXED COMPENSATION		VARIABLE COMPENSATION
EMPLOYEE CATEGORY	BASE (Upfront)	PENSION PLAN CONTRIBUTION	SHORT TERM INCENTIVE (Annual scorecard)		LONG TERM INCENTIVE (Strategic Plan 23 -26)
			5Y deferral - 60% deferred*		5Y deferral - 60% deferred*
	CASH	CASH	CASH	SHARES	CASH	SHARES
Non Executive Directors included Chairman	100%
Executive Directors	100%	100%	47%	53%		100%
Executives Senior Management	100%	100%	47%	53%		100%
	Upfront		4 Y Deferral - 40/60% deferred*		4 Y Deferral - 60% deferred
Other Executives (Material Risk Takers)	100%	100%	50%	50%		100%

* If variable amount equal or higher than € 404,000 for 2023 and higher than € 424,000 in 2024

Chairman’s remuneration

The Chairman of the Board receives fixed remuneration only.

Remuneration of non-executive directors

The general meeting establishes fixed fees for the non-executive Directors without any incentives linked to the bank’s performance. They also receive third-party liability insurance coverage.

	New Board compensation
Compensation approved by shareholders in AGM	2,500,000
No. of members	15
Board of Directors Compensation payable to each Director Additional compensation payable to Deputy Chair	1,535,000 100,000 35,000
Executive Committee (2 members) Compensation payable to each member	160,000 80,000
Appointments Committee (5 members) Compensation payable to each member Additional compensation payable to Committee chairperson	135,000 25,000 10,000
Risks and Related Parties Committee (5 / 4 members) * Compensation payable to each member Additional compensation payable to Committee chairperson	420,000 80,000 20,000
Remuneration Committee (5 members) Compensation payable to each member Additional compensation payable to Committee chairperson	160,000 30,000 10,000
Corporate Social Responsibility Committee (4 members) Compensation payable to each member	40,000 10,000
Compensation for Lead Independent Director	20,000

^{* “Combined” compensation payable for both Committees (which have only one different member between them).}

Remuneration of Mediobanca’s CEO and General Manager

The remuneration of the CEO and the Group General Manager is regulated by individual agreements
approved by the Board of Directors, and comprises:

Fixed salary of €1,800,000 for the Chief Executive Officer and of €1,500,000 for the Group General Manager. The fixed salaries of both has remained unchanged since 1 July 2011;
A variable annual component (short-term incentive) which only accrues if the gateways stipulated in this Policy (see the section entitled “Gateways and risk-performance correlation”), commensurate with the quantitative/financial and qualitative/non-financial erformance indicators contained in an individual scorecard approved annually by the Board of Directors at the Remunerations Committee’s proposal being met.

The scorecards provide for performance objectives for their respective areas of responsibility. For example, these may regard: risk-adjusted profitability; risk indicators; revenues, Group-wide or forparticular divisions; profitability, or Economic Profit of individual areas for which they are responsible; and/or other objectives consistentwith the guidelines ofthe strategic planwith respectto capitalization, liquidity or new business initiatives. Each objective is weighted according to the relevance assigned to it by the Board of Directors and the actual margin of autonomy in terms of decision-making. The objectives are chosen on the basis of the KPI Bl uebook.
The incentivization curve is structured so that the quantitative/financial objectives being met triggers the payment of a variable component, which is calculated as follows:
50% of the fixed annual salary if 85% of the minimum object (threshold level) is met;
75% of the gross annual salary if the minimum objectives are met, which are usually the budget objectives;
Up to a maximum of 90% in the event of particularly good performances, measured in terms of linear progression between the minimum target and the maximum target defined, based specifically on the individual type of target.

Regarding the non-financial/qualitative objectives, the variable component deriving from the quantitative/financial objectives may be adjusted by the Board of Directors based on the degree to which the non-financial/qualitative objectives have been reached, in a total maximum range from -10% to +15%. The non-financial objectives are considered as having equal weighting, and are to be assessed individually. If only one non-financial, ESG-related KPI is included, it is still weighted in such a way as to correct two-thirds of the total. The cap on the variable remuneration in the short-term component remains set at 100% of the fixed salary for purposes relating to the Long-Term Incentive Plan described in the next section.
Of the variable component, 60% is deferred over a five-year time horizon, in cash and in Mediobanca shares, in accordance with the provisions of this Policy in the section entitled “Timing and payment instruments”. All deferred components are subject to the performance and malus conditions stipulated in these Policies (see sections entitled “Additional performance conditions for the deferred components” and “Malus conditions and clawback”).

A long-term variable component (the Long-Term Incentive Plan): in conjunction with the approval of the 2023-26 Strategic Plan on 23 May 2023, based on the provisions of the Remuneration Policy, the Board of Directors approved the inclusion of the Chief Executive Officer and Group General Manager in the Long-Term Incentive Plan linked to the Strategic Plan’s objectives. The Long-Term Incentive Plan was approved by the shareholders at the Annual General Meeting to be held on 28 October 2023. Based on the 2:1 cap and taken in conjunction with the Short-Term Incentive Plan described under point 2) above, the annual long-term variable component constitutes up to 1x the fixed remuneration for each year of the plan, i.e. up to 50% of the maximum potential variable remuneration payable on an annual basis. Individual scorecards are used to show when the financial and non-financial objectives have been reached, whereupon the amount of the bonus awarded to the CEO and Group General Managerranges from 65% to 100% of the value of their annual fixed remuneration for each year of the strategic plan.

	Anno T	T+1	T+2	T+3	T+4	T+5
Senior Management with variable remuneration >= € 424,000	20% Upfront cash	20% Upfront equity	13% Deferred cash	11% Deferred equity	11% Deferred equity	11% Deferred equity 14% Deferred cash
Senior Management with variable remuneration < € 424,000	25% Upfront cash	25% Upfront equity	11% Deferred cash	9% Deferred equity	10% Deferred equity	9% Deferred equity 11% Deferred cash
Other Identified Staff with variable remuneration >= € 424,000	20% Upfront cash	20% Upfront equity	15% Deferred equity 5% Deferred cash	15% Deferred equity 5% Deferred cash	20% Deferred cash
Other Identified Staff with variable remuneration < € 424,000	30% Upfront cash	30% Upfront equity	10% Deferred equity 5% Deferred cash	10% Deferred equity 5% Deferred cash	10% Deferred cash

CEO compensation FY23

CEO - FY 23 STI scorecards

OBJECTIVE	WEIGHT	KPI TARGET = 75% FIXED SALARY	Δ KPI OUT-PERFORMANCE= 90% FIXED SALARY
RORWA Banking Activity: Profit before Taxes (PBT) from Group Banking Activities/Banking RWAs Optimization of return on RWAs allocated to banking activities	30%	Vs.budget	7% target
Cost of risk Focus on cost of risk	20%	Vs.budget	6% target
Banking revenues Focus on main source of Group revenues	20%	Vs.budget	2% target
Total fees Focus on share of capital-light revenues	20%	Vs.budget	2% target
ESG objective	10% (2.5 each)	Vs.budget
Loans with ESG characteristics as percentage of total new loans in Corporate Banking (CIB)			+29% target
ESG new loans vs retail clients (Consumer Finance – WM Premier)			+14% target
Percentage of SFDR Article 8/9 Funds and ETF in WM Premier customer portfolios			+3% target
Percentage of SFDR Article 8/9 Funds and ETF in MB Private Banking customer portfolio			+5% target
NON FINANCIAL KPIS OBJECTIVES	ASSESSMENT
Our People to focus on initiatives linked to diversity and inclusion, development of skills and engagement: toDEI – projects post-2023 survey with gender certification obtainment; “Move Beyond” Engagement Survey 2023-24 (% involvement higher and overall satisfaction not lower than 2021 data); Mediobanca Academy; Team Up 4Good 2024 (participants target +10%)	Not achieved Partially achieved Achieved Exceeded -5% / +7.5%
Our Community to focus on social initiatives impacting on the communities in which we operate and related to the Mediobanca Group’s corporate social responsibility: Insieme/together project in Milan (#children/schools); Financial education – “Count on the Future” programme (#students/ schools/teachers); corporate social volunteering by Group staff (>400 employees and 1,500 hours); UNHCR women refugee initiative.	Not achieved Partially achieved Achieved Exceeded -5% / +7.5%

_{As required by article 78 of Consob resolution 11971 of 14 May 1999, as amended, section 2 of the 2022 remuneration policy lists, for 2021/2022 and naming each recipient, the amounts paid, the stock grants and other equity-based incentive plans benefiting the members of the management and control bodies, the general managers and, at aggregate level, other key managers. Anyone who, in the course of the year, held the aforesaid offices, even for a fraction of the year, is included. Furthermore, additional aggregate quantitative information has been published pursuant to the Bank of Italy’s supervisory requirements.}