Remuneration policy

The general meeting on 28 October 2024 approved the new remuneration policy, which is consistent with the most recent Italian and European regulatory framework, reinforcing governance and remuneration criteria and processes.

Compared to the previous version, the new Mediobanca Group Remuneration Policy:

• Expands and updates the list of operators included in the peer group used by Mediobanca as part of its ongoing efforts to compare itself with best market practice; and contains further explanation of: i) the underlying reasons for the selection and exclusion of potential comparable players, with reference in particular to the samples suggested by the proxy advisors; and ii) disclosure of the Group’s positioning relative to the compensation paid by the sample of peers selected;
• Introduces new quantitative rules for the gateways triggering the payment of variable remuneration, consistent with the revised version of the Risk Appetite Framework, and strengthening the alignment between risks, the Bank’s performance, and the remuneration and incentivization systems;
• Provides details on the new structure of the scorecard and incentivization curve adopted for the CEO and Group General Manager, into which, while a predominant weighting of 85% for financial KPIs has been maintained, non-financial/qualitative KPIs have been integrated directly, including evidence of pre-established drivers, consistent with the Group’s strategy and having regard to market practice;
• Increases the stock ownership requirement for the CEO and Group General Manager to three times (vs two times) and two times (vs one time) their fixed salaries, as per best market practice;
• Alters the additional qualitative criteria for Financial Advisors to be included within the scope of Identified Staff, with the indicator now set at 7.5% of the TFAs attributable to the individual FA, compared with 10% previously, making the criteria for FAs to be defined as Identified Staff more prudential;
• Goes once again into considerable detail, in the second section, in terms of the quantitative and qualitative information provided regarding the Group’s positioning with reference to the Gender Pay Gap and Equal Pay Gap;
• Enhances the disclosure provided in order to ensure increasing transparency and clarity of exposure.

In line with the past, the Policy:

• Highlights the links between remuneration policy, corporate sustainability and ESG objectives;
• Is aligned with the applicable regulations;
• Enables the areas of the Bank and Group which create value, including in corporate socialresponsibility terms, to be suitably rewarded based on objective performance criteria;
• Allows the Group to attract and retain professionals with the appropriate skills for its needs;
• Is aligned with the policies adopted by other leading Italian and international operators.

A cap on variable remuneration continues to be adopted, set at 200% of fixed remuneration, with the exception of beneficiaries working for companies subject to other sector regulations (such as asset management or investment companies), for whom different limits are set.

All the gateways were met for the payment of performance-based pay:

• the required capital and liquidity ratios defined in the risk appetite framework were confirmed;
• the group generated an operating profit;
• Chief Executive Officer and General Manager: 2024 scorecards achieved, first year of new pay mix (variable 50% STI – 50% LTI 23-26), variable compensation paid over a five-year time horizon and subject to further performance reviews, malus condition and clawback clauses.