Review of suitability requisites for members of governing bodies appointed by shareholders at Annual General Meeting held on 28 October 2020

At a Board meeting held today, the Directors of Mediobanca verified, based on the preparatory work done by the Appointments Committee, that the suitability requirements set by the regulations in force and the ECB are met by the Directors and Statutory Auditors appointed by shareholders at the Annual General Meeting held on 28 October 2020.

In particular, the Board verified that the following Directors qualify as independent under the definition provided by Article 19 of the Articles of Association: Virginie Banet, Maurizio Carfagna, Laura Cioli, Maurizio Costa, Angela Gamba, Valérie Hortefeux, Maximo Ibarra, Alberto Lupoi and Vittorio Pignatti Morano. The following Directors, meanwhile, in addition to those listed, qualify as independent under the definition provided in Article 148(3) of Italian Legislative Decree 58/98: Maurizia Angelo Comneno, Elisabetta Magistretti and Gabriele Villa, plus all the members of the Statutory Audit Committee.

The Board also assessed its own composition, verifying that it meets the collective suitability requirements set by the applicable regulations and the guidelines stated in the Report on the Qualitative and Quantitative Composition of the Board of Directors published on 3 September 2020.

Milan, 26 November 2020