Shareholder remuneration

The Group will significantly increase the remuneration it pays to its shareholders over the time horizon covered by the Strategic Plan, distributing a cumulative total of up to €3.7bn over the three years (FY 2024, 2025 and 2026), some 70% higher than the amount distributed in the previous four years (FY 2020, 2021, 2022 and 2023).
The remuneration paid to shareholders will be made up of:

• €2.7bn in dividends, 40% higher than the €1.9bn distributed in the previous four years, with an annual cash payout of 70%;
• €1bn in share buybacks and cancellations.

The increased distribution derives from the Group’s enhanced earnings generation capacity and from the implementation of an asset growth policy focused on capital-light businesses.
This distribution policy will enable a CET1 ratio of above 14.5% to be maintained over the Strategic Plan horizon, which is sufficient to:

• Maintain one of the best ratings in the domestic market;
• Consolidate Mediobanca as one of the best-capitalized European banks, a differentiating factor in WM and CIB business;
• Maintain an approx. 100 bps buffer for possible M&A opportunities to develop the Group’s business, based on a minimum CET1 FL level of 13.5%.

^{1) CET123 FL 15.4% including: ~100bps of permanent benefit from Danish Compromise, Arma acquisition, Revalea disposal}

Subject to annual authorization by the ECB and approval by shareholders gathered in Annual General Meeting, we anticipate that:

• Total dividends of €2.7bn will be paid in 3Y, with a cash payout ratio of 70%. Payment of an interim dividend has been introduced since May 2024, with part of the payment brought forward to May (equal to 70% of the profits generated in the July-December period), and the balance is paid in November (equal to 70% of the profits generated in the January-June period);
• A new share buyback and cancellation scheme for a total of €1bn to be implemented across the Strategic Plan time horizon, starting in October 2023, with the quantity to be decided annually based on organic growth. Approx. 80% of the shares acquired will be cancelled.

This distribution policy, which is subject to ECB monitoring and/or authorization, will be revised if the CET1 FL ratio falls below 13.5%.