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)
			5Y deferral - 60% deferred*
	CASH	CASH	CASH	SHARES
Non Executive Directors included Chairman	100%
Executive Directors	100%	100%	47%	53%
Executives Senior Management	100%	100%	47%	53%
	Upfront		4 Y Deferral - 40/60% deferred*
Other Executives (Material Risk Takers)	100%	100%	50%	50%

* If variable amount equal or higher than € 456,000 for 2026

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.

DIRECTORS’ COMPENSATION	FY 2025-28
Compensation approved by shareholders in AGM	2,500,000
No. of members	12
Board of Directors Compensation payable to each Director Additional compensation payable to Deputy Chair	1,235,000 100,000 35,000
Appointments Committee (3 members) Compensation payable to each member Additional compensation payable to Committee chairperson	85,000 25,000 10,000
Risks and Sustainability Committee (5 members) Compensation payable to each member Additional compensation payable to Committee chairperson	370,000 70,000 20,000
Remuneration Committee (3 members) Compensation payable to each member Additional compensation payable to Committee chairperson	115,000 35,000 10,000
Related Parties Committee (3 members) Compensation per member Additional compensation for Committee Chair	55,000 15,000 10,000
Total	1,860.000

Remuneration of Mediobanca’s CEO

The remuneration of the Mediobanca CEO is regulated by an individual agreement
approved by the Board of Directors, and comprises:

Fixed salary, which amounts to €1,800,000.
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/nonfinancial performance indicators contained in an individual scorecard approved annually by the Board of Directors at the Remunerations Committee’s proposal being met. Based on the 2:1 cap and the interaction with the Parent Company MBPS LongTerm Incentive Plan referred to in the previous point, the annual variable short-term incentive may reach a maximum of one times the fixed salary, i.e. no more than 50% of the maximum potential variable remuneration on an annual basis. However, if the Long-Term Incentive Plan referred to in the point below is not activated, the maximum short-term variable remuneration will automatically be set again to two times the fixed salary, with the percentages payable upon achievement of the objectives being restructured automatically, for the minimum (100% of gross annual salary), target (170% of gross annual salary) and maximum levels (200% of gross annual salary), taking the 2:1 cap into account. The scorecards include financial and non-financial performance objectives for their respective areas of responsibility, bearing in mind that the combination of KPIs used for senior roles is focused on objectives to be met at the overall level, based among other things on a prudential approach. The financial objectives may, for example, regard: risk-adjusted profitability; risk indicators; revenues, at sub-consolidated level or for specific Divisions and/or areas of responsibility; other objectives consistent with the guidelines of the Strategic Plan with regard to 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 decisionmaking. The objectives are chosen on the basis of the KPI Bluebook. Non-financial objectives (including ESG and CSR), also in the form of projects, are also an integral part of the scorecard, linked to the CEO’s role as “enabler” of Environmental, Social and Governance initiatives to support value creation for society (e.g. in the areas of human capital, social responsibility, and innovative content).

All the objectives included in the scorecard are appropriately weighted to guarantee an overall weighting of 100%, as follows:

At least 85% of the overall weighting refers to financial KPIs, up to 10% of which for financial ESG objectives;
Up to 15% refers to non-financial qualitative indicators, which are pre-established and expressed in the evaluation drivers.

The incentivization curve is structured so that the overall objectives being met triggers
the payment of a variable component, which is structured as follows:

85% of the fixed annual salary if the financial and non-financial targets are met, and 100% in the event of outperformance in both;
Between 50% and 85% of the gross annual salary accrues if the results achieved meet between the minimum and target levels for the financial and non-financial objectives;
The minimum value for the financial KPIs is set on the basis of the threshold fixed by the Risk Management unit, consistent, for each KPI, with the RAS or RAS equivalent indicators, if higher, or another threshold provided it is not lower than the former;
The variable remuneration is established on the basis of an overall incentivization curve for the scorecard as shown below. The measurement is made by means of linear interpolation.

Deferral rules

The time horizon over which the variable remuneration is distributed, in cash and shares, is therefore six years for senior management and five years for the other Identified Staff.

An overview of the timing for the various distributions is shown in the table below:

	Anno T	T+1	T+2	T+3	T+4	T+5
Senior Management with variable remuneration >= € 456,000	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 < € 456,000	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 >= € 456,000	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 < € 456,000	30% Upfront cash	30% Upfront equity	10% Deferred equity 5% Deferred cash	10% Deferred equity 5% Deferred cash	10% Deferred cash