STRATEGIC GUIDELINES FY 2019-23

MEDIOBANCA DISTINCTIVE AND SUSTAINABLE SPECIALIZED FINANCIAL

12 November 2019 AGENDA

Section 1. Group ambitions

Section 2. Divisional ambitions 2.1 Wealth Management 2.2 Consumer Banking 2.3 Corporate & 2.4 Principal Investing 2.5 Holding Functions

Section 3. Closing remarks

Annex

Macro scenario Glossary

MEDIOBANCA A STORY OF CONSISTENCY Group ambitions Section 1

Along with its reshaping trajectory Mediobanca Group has become a diversified financial player with a valuable and distinctive profile in the European financial sector due to the effectiveness and sustainability of its accretive value cycle

Further material growth will be delivered in the next 4Y in revenues, earnings, capital, profitability and stakeholders’ remuneration turning the current macro scenario into an opportunity

Distinctive and qualitative growth should position Mediobanca further up on the Value Map of European Financials

3 MEDIOBANCA: A DIVERSIFIED FINANCIAL GROUP…

Group ambitions Section 1

Key financial information¹

Wealth Consumer Revenues: €2.5bn TFA: €61bn Management Banking Net profit: €823m Loan book: €44bn

ROTE adj: 10% Gross NPLs/Gross Ls 3.9%

C/I ratio: 46% DPS: €0.47

No. of staff: 4.8k Stated payout: 50% Corporate & Principal Investment Investing CET1 phase in: 14.1% Loan/funding ratio: 86% Banking Total assets: €78bn Market cap:2 €9.0bn

Revenues GOP RWAs Loans TFAs

WM WM WM WM 9% 10% 26% 22% Affluent UHNWI CIB Consumer CIB Consumer CIB Consumer 27% 41% 40% 35% 43% 43% CIB Consumer 25% 40% 40% 30% Other AM Other Other Other 20% 19% 13% 13% 4%

1) Figures as at end-June 2019 (financial year) 4 2) As at November 2019 ...WITH AN INTEGRATED BUSINESS MODEL…

Group ambitions Section 1

HIGH SYNERGIC BUSINESS

Capital light Wealth Corporate & Labour intensive Fee driver Fee driver Recurrent Management Inv.Banking Cyclical

REALLOCATION OPPORTUNITY DIVERSIFICATION OPPORTUNITY

EPS/DPS accretive Principal Capital intensive Revenue driver Consumer NII driver Source of capital Investing Banking Anti-cyclical

HIGH RETURN BUSINESS

5 … ABLE TO GROW AND DELIVER …

Group ambitions Section 1 In last 3 years we have significantly enlarged and reshaped the Group …

Business positioning enhanced, Growth in revenues (up 7%¹), Growth in revenue-generating assets: investing in people TFAs up 25%¹, AUM up 31%,¹ profit (EPS adj. up 13%¹), (headcount up 6%¹) loans up 9%,¹ funding up 3%¹ and distribution incl. through M&A and dividend (DPS up 20%¹)

Growth in profitability Operational gearing & asset quality Growth in capital generation Banking² and Group ROTE @10% preserved distinctive €1.1bn dividend distributed (up 3pp in 3Y) cost/income ratio @46%, gross NPE/Ls <4% doubled vs previous 3Y

… delivering our 3YBP19 targets

Capital creation and shareholders’ GOP growth beat target Profitability above target remuneration higher than expected

(€bn, 3YCAGR) ROTE (%) +11%

+16% 18% 50% Payout

50% 10% 17% 40% 40% 9% 16%

40% 7% 15%

14%

1.1 30% 1.0 13% CET1 14% 12%

20% 0.7 11% 12% 13%

10% 10%

9%

8% 0% FY16 FY19 BP19T FY16 FY19 BP19T FY16 FY19 BP19T

1) 3Y CAGR 2016-19 6 2) Banking business defined as Group activities excluding Ass.Generali contribution …OUTPERFORMING THE SECTOR BY FINANCIAL RESULTS AND MARKET PERFORMANCE… Group ambitions Section 1

Last 3Y performance MEDIOBANCA ITALIAN avg EUROPEAN BANKS avg

Revenues (3Y CAGR¹) +7% 0% -1%

Net interest income / fees (3Y CAGR¹) +5% / +11% 0% / +1% -3% / +2%

PBT (3Y CAGR¹) +13% +6% +9%

Net loans (3Y CAGR¹) +9% +3% 0%

Employees (3Y CAGR¹) +6% -3% -1% ROTE² 10% 7% 8% Cost/income ratio² 46% 62% 67% Gross NPL ratio² 3.9% 7.7% 3.0%

€ 12 Mediobanca = +60% 11 10 9

8 ITA Banks = +10% 7 6 5 EU Banks = -8% 4 Nov-16 Mar-17 Jul-17 Nov-17 Mar-18 Jul-18 Nov-18 Mar-19 Jul-19 Nov-19 MB 60,4% EU banks -8,2% ITA banks 9,7%

7 1) 3YCAGR: June16/19 Mediobanca, Dec16/18 peers 2) June19 for Mediobanca, Dec18 peers Source for ITA and EU banks: ROTE from MB Securities, other figures from public annual report. Employees: of …DUE TO DISTINCTIVE DNA, CULTURE, POSITIONING…

Group ambitions Section 1

Stable Board and Responsible business Specialization and Strong positioning management in the last approach Innovation in business whose 15Y growth is driven by

Private-Investment Bank long-term trends Indepth knowledge of Strong brand value business environment of choice for Italian Leading investment bank in Reputable, trusted, high- entrepreneurs Long-term approach to quality player Southern Europe business Innovative, long-standing One of top 3 operators in Talent-driven profitable consumer bank Strong risk management as organization Italian Consumer Banking part of DNA Unique human-digital Distinctive player in WM bank for affluent customers

High capital generation, Limited exposure to ITA Governance Comprehensive ESG high asset quality macro and adverse progressively evolving approach content regulation

Low exposure to Italian Free float at 100%, CSR involving the whole CET1@14% spread and govies institutional investors at 75% organization Last capital increase in 1998 Low NII sensitivity Board quality steadily Remuneration policy fully Unrivalled asset quality to interest rates and GDP improved/improving in aligned with stakeholders’ Low operational gearing Solid loan book/TFAs growth number, mix of interests over the whole cycle competences, independence

8 …AND EFFECTIVENESS OF ITS ACCRETIVE VALUE CYCLE

Group ambitions Section 1

STRONG POSITIONING RESPONSIBLE

SPECIALIZED FINANCE DNA REPUTABLE - HIGH QUALITY Effectiveness of MB business model, > Strong brand value focused on high-margin, specialized, Standing and quality long-term growing businesses Ethical approach

STAKEHOLDER-FRIENDLY SOLID

High yield for our shareholders CAPITAL GENERATION CAPABILITY Workplace welfare for our people Possibility to invest Corporate citizenship for our community to enhance positioning

PROFITABLE GROWING

> ABOVE AVERAGE PERFORMANCE UNBROKEN GROWTH High profitability and capitalization in human talent, assets and profit All business units repaying capital with no compromise on risk profile

9 KEY TRENDS AHEAD ADVERSE MACRO, DISRUPTIVE TECHNOLOGY, STRICTER REGULATION, RISE OF ESG

Group ambitions Section 1

SCENARIO DEVELOPMENTS REQUIREMENTS TO BE SUCCESSFULLY COMPETITIVE

Strong positioning in selected core businesses/countries ADVERSE Negative interest rates for longer High cost efficiency/strong risk selection capability MACRO Low GDP growth

Transform distribution: more digital, driven by DISRUPTIVE Changing consumer behavior specialized sales force in all segments, mobility key TECHNOLOGY Fintech to gain market share Large-scale use of Advance Data and Artificial IMPACT Intelligence

High capital buffer/asset quality contents STRICTER Capital requirement to increase REGULATION Consumer protection to grow Fair and transparent product pricing/ Low conduct risk

SRI has grown/will grow significantly Sustainability as a new valuation metric for equities Talent retention ESG driver for economic growth and new investment and product development RISE OF ESG Governance standard to be improved Sustainable business model for all the stakeholders as a long-term value proposition

10 MEDIOBANCA: SET TO TURN A CHALLENGING SCENARIO INTO OPPORTUNITIES Group ambitions Section 1

Italian WM market worth €4tr, largely MBWM un-managed (65%) will become a market leader with high Specialized operator gaining share growth rates & sustainability

Corporate and Financial Sponsors MACRO activity will stay high in Europe MBCIB OPPORTUNITIES Boutique-type organization to continue will grow its market share in Europe in M&A and CapMkt taking market share

Consumer Banking under-penetrated in Italy. MBCB Changed consumer behavior requiring will leverage its strong positioning new products and distribution to become a front runner once again

Profound restructuring in Mediobanca will focus on growth SECTOR universal/commercial banking due to organically and OPPORTUNITIES unprecedented margin squeeze through M&A

11 NEXT 4Y MISSION: TO DEFINITIVELY ESTABLISH MEDIOBANCA AS A DISTINCTIVE GROWTH PLAYER Group ambitions Section 1

Our 2019-23 BP aims to further upgrade the effectiveness of our business model in order to definitively establish Mediobanca as a distinctive growth player in Europe which is consistently valued as a Specialized Financial Group

IN NEXT 4Y MEDIOBANCA WILL STAND OUT BECAUSE OF ITS

DISTINCTIVE BUSINESS MODEL GROWTH CAPABILITIES VALUE CREATION by by by CAPABILITY TO PROFIT FROM BRAND, REVENUES, DELIVERING INDUSTRY LEADING A CHALLENGING MACRO SCENARIO CAPITAL AND PROFIT STAKEHOLDER REMUNERATION

DUE TO

STRONG POSITIONING & BUSINESS SOUND MARKET OPPORTUNITIES SELF-PERPETUATING DIVERSIFICATION and MB ACCRETIVE VALUE CYCLE and MATERIAL INVESTMENTS and CULTURE & SUSTAINABILITY in people, innovation and distribution TALENT/CAPITAL MANAGEMENT

12 LEVERAGING INVESTMENTS IN TALENT & INNOVATION .. TO FOSTER BUSINESS GROWTH

Group ambitions Section 1

With no restructuring/rationalization needs and keeping efficiency core in the organization (cost/income 46%) Mediobanca in the next 4Y will invest in human talent and IT/digital upgrade to keep the bank on the top of technological frontier to enhance customer experience given their changing behaviour to enlarge revenues also trough organizational efficiencies

Over 1,000 additional sales people at work… … coupled with €250m in IT investments

~60 ~400 ~600

IT/digital upgrade € ~250m 15% 85% Distribution and coverage: In 4Y up over 1,000 people in 4Y Regulation o/w 2/3 at variable cost

FY19 WM CB CIB BP23T

13 …AND WITH SIGNIFICANT INVESTMENTS IN DISTRIBUTION… GRASPING BENEFITS OF ECONOMIES OF SCALE AND INCREASING OVERALL EFFICIENCY

Group ambitions Section 1

>1,400 WM franchise empowerment: 60% increase in sales people to over 1,400 (up 520) >900 675 Affluent FAs +60% 335 Affluent RMs WM Private: people to increase from 133 to 160 (up 20%) or up ~ 520 people 600 Affluent: people to increase from 780 to 1,275 (up 60%) 445 Private Employees (RMs + PB) up by ~180 133 160 FY19 BP23T

~350 Direct distribution enlargement 80 Compass-Quinto agencies Compass-branded branches to increase from 200 ~200 80 Compass 27 CB to over 260 (up 30%), of which ~80 run by agents up ~150 point of Agencies sale (+75%) 80 Compass Quinto-branded agencies to be 172 ~300 people 187 Compass opened to foster salary-backed distribution Branches

FY19 BP23T

~310 Investment banking footprint enhancement ~250 ~40 65 ~165 advisory professionals (up 50%) to cover our MMA ~110 +25% ~125 CIB three core markets, including 40 bankers at or up ~60 50 Advisory Messier Maris people 130 ~140 ~145 CapMkt 15 ~145 to enhance CapMkt platform FY19 BP23T

14 ..WE’LL DELIVER GROWTH IN ASSETS AND REVENUES… SCALING UP ESPECIALLY CAPITAL-LIGHT BUSINESS

Group ambitions Section 1

Growing TFAs Growing loan book Growing revenues with improving mix driven by WM with K-light revenues1 up 40%

€bn, % €bn, % €bn

4Y CAGR +8% 4Y CAGR +4% 4Y CAGR +4%

83bn 51bn 3.0bn

44bn 2.5bn 61bn 38% CIB AUM/AUA 70% 40% +11% CAGR 63% WM 32% 26%

Deposits K-light 30% 28% 1 37% +3% CAGR 30% CB revenues

FY19 BP23T FY19 BP23T FY19 BP23T

15 1) K-light revenues: WM + CIB (NII and lending fees excluded) …WITH REVENUE GROWING IN ALL DIVISIONS ESPECIALLY CAPITAL LIGHT EXECUTION RISK LOWERED BY DIVERSIFICATION Group ambitions Section 1

Revenues trend (€bn, 4YCAGR %)

Group 4YCAGR: +4%

+3% ~ 3.0 +3% +6%

+8%

2.5

FY19¹ Wealth Corporate & Consumer Principal Holding BP23T Management Inv. Banking Banking Investing Functions

Capital light Capital intensive

1) Excluding non recurring income in banking book 16 WE’LL DELIVER GROWTH IN EARNINGS AND PROFITABILITY… ROTE 11% , EPS +4%1

Group ambitions Section 1

Group ROTE up enhancing MB value map positioning

14% ROTE 12% 11% ROTE 10% MB 1.4 12% 2023T 10% 1.2 CAGR +4%1 10% COE 8% 7% 1.10 EPS 1 MB 8% Today 6% 0.93 0.8 4% 6% 0.69 0.6

2% 0.4 4% GOP/RWA 0% 0.2 2% FY16 FY19 BP23T 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5%

WEALTH MANAGEMENT CONSUMER BANKING CORP. & INVEST. BANKING PRINCIPAL INVESTING

2 ROAC 25% ROAC 30% ROAC ROAC 28%-30% 15% 16% 16% 11% 11% 11% 9% 17% 10%

FY16 FY19 BP23T FY16 FY19 BP23T FY16 FY19 BP23T FY16 FY19 BP23T

17 1) 4Y CAGR, including treasury shares cancellation 2) ROAC fully loaded, excluding Danish Compromise (prolonged to December 2024) …AND HIGH, CONSISTENT CAPITAL GENERATION 135bps PER YEAR

Group ambitions Section 1

High capital generation: 135bps average CET1 build-up per year

CET1 ratio trend (bps, average per year, phase-in) Sound earnings generation (ROTE@11%) supported by high organic growth 45bps 30bps 14.1% per year per year +210bps RWAs optimization per year operating rather than regulatory efficiency

Net capital generation of ~135bps¹

Negligible regulatory impact ahead

CET1 Earnings Organic AG BV M&A CET1 FY19 creation & growth growth underlying RWA (1) optimization

18 1) CET1 phase-in before distribution to shareholders (dividend and buyback) and M&A WITH A PARADIGM SHIFT IN CAPITAL MANAGEMENT STRATEGY… OPTIMIZING CAPITAL AT 13.5% ANNUALLY

Group ambitions Section 1

A structured approach to capital ratios

13.5% 50bps 12.5% 350/400bps

8.25% CCB

P2R

P1

SREP Rating/peers Management CET1 Fully Loaded CET1 Phase in Fully Loaded buffer buffer annual target annual target

We set a CET1 phase-in annual target @13.5%, adequate to

Efficiently run businesses, Keep rating in comfort zone Maintain valuation WM and CIB especially bearing “zip code” in mind of a well- capitalized EU player

19 …WE’LL INCREASE SHAREHOLDERS’ REMUNERATION… DPS UP 28% OVER 4Y - UP TO €2.5BN DISTRIBUTED OVER 4Y (+50%)

Group ambitions Section 1

Distribution policy¹

Dividend per share commitment Total cumulative shareholders’ remuneration (€bn) +28% +50%

0.60 +4x up to 2.5 +10% 0.57 0.3-0.6 0.54 1.6 0.52 0.2 1.9 1.4 0.47 +5% 0.4

FY19 FY20 FY21 FY22 FY23 4Y 2012/15 4Y 2016/19 4Y 2020/23 Cash dividend Buyback

€1.9bn DIVIDEND distributed in 4Y Min €0.3bn/Max €0.6bn BUYBACK in 4Y with shares cancelled DPS: up 10% (to €0.52) in 2020 CET1 phase-in annually optimized @13.5% then up 5% every year (to €0.6 in FY23) Annual amount of buyback depending on M&A delivery

1) New buyback scheme (all shares acquired will be cancelled) subject to annual regulator authorization and Mediobanca EGM (from 20 October 2020). Distribution policy revised if CET1 phase-in <13% …LEAVING ROOM FOR ADDITIONAL M&A TO FEED VALUE CHAIN AND ACCELERATE ORGANIC GROWTH

Group ambitions Section 1

M&A

2015 2016 2017 2018 2019

Selected scope of 50% of Top player in France Illiquid credit fund Italian activities bought by bought out and Systematic quant. in advisory and M&A CheBanca! and merged merged into MB fund into it, causing it to double Mediobanca Private First step by MBAM in size Banking launched MBCIB footprint into alternative space Definitive shift by MBAM enhancement empowered in EU CheBanca! from deposit to in alternative space K-light business asset gatherer significantly scaled In Affluent segment up

To accelerate growth in the three core businesses Target KPIs: preference for K-light businesses which are an excellent fit for Mediobanca by culture, ethics and business approach Mediobanca criteria for value creation always met

21 CSR ENHANCEMENT FOR ALL STAKEHOLDERS’ BENEFIT

Group ambitions Section 1

CSR AT BOARD LEVEL (competencies, strategies)

CSR IN THE PLAN WITH TARGET DISCLOSURE (Sustainable Development Goals framework)

CSR TARGETS INCLUDED IN TOP MANAGEMENT LONG-TERM INCENTIVE PLAN

€4m per year in projects with positive Avg. training hours up 25%, to enhance social/environmental impact employees’ competences MB Social Impact Fund: AUM increase at least by 20%

Sustainable bond issue: €500m ~50% of female profiles to be considered for external selections 40% of procurement expenses assessed with CSR criteria All suitable female profiles to be considered for internal Customer satisfaction: promotions and/or vacancies CheBanca! CSI¹ on core segment² @73, NPS¹ @25 Compass: CSI @85, NPS @55

Asset Management: 100% of new investments Energy: 92% from renewable sources, CO2 emissions down screened also with ESG criteria 15%; hybrid cars @90% of MB fleet €700m investments in Italian excellent SMEs RAM: first issue of a carbon neutral fund ESG qualified products in clients’ portfolio +30% CheBanca! Green mortgages up 50%

1) CSI: Customer Satisfaction Index; NPS: Net Promoter Score 22 2) Core: Premier: clients with wealth between €100k and €5m SUMMARZING: KEY BENEFIT FOR SHAREHOLDERS

Group ambitions Section 1

Revenue growth Shift to capital- Enhanced return in a challenging light fee business to shareholders environment

Targeting Industry-leading performance

Revenues growth Earnings growth Profitability growth Shareholders remuneration growth 1 +4% CAGR +4% EPS CAGR ROTE @11% up to €2.5bn

23 1) 4Y CAGR, including treasury shares cancellation AGENDA

Section 1. Group ambitions

Section 2. Divisional ambitions 2.1 Wealth Management 2.2 Consumer Banking 2.3 Corporate & Investment Banking 2.4 Principal Investing 2.5 Holding Functions

Section 3. Closing remarks

Annex

Macro scenario Glossary

MB WEALTH MANAGEMENT RATIONALE AND OPPORTUNITIES

Divisional ambitions: Wealth Management Section 2.1

Italy one of the most attractive European markets for WM Size worth €4.4tr, in Affluent (€3,5tr) and Private (€1.0tr) segments Largely un-managed Need for “qualified” offering: non-universal banks gaining market share

MB entered and is now focused on WM with a view to leveraging: Distinctive positioning/branding, unparalleled in the Private/Mid Corp area Wealth Group synergies Management Capital buffer to be redeployed into acquisitions

Mediobanca distinctiveness: Affluent: sustainable, through-the-customer’s-eyes, innovative offer HNWI/UHNWI: leadership based on unique IB/PB model AM: targeting the illiquid segment

Strong Group support to foster WM growth, both organic and through M&A

25 IN AN ATTRACTIVE MARKET… €4tr WORTH, LARGELY UN-MANAGED , SPECIALIZED PLAYER TAKING MARKET SHARE

Divisional ambitions: Wealth Management Section 2.1

€4.4trn Affluent the most Italian wealth €4trn Italian wealth interesting segment in large and largely the WM arena by size Affluent 65% growing un-managed (€3.5tr) and margins €3.5tr un-managed 2013 2018

€0.7tr €0.8tr 19% 20% Specialized banks Mixed model and Customers more 41% Mixed models specialized banks 49% technology-friends (Banks/Networks) gaining share 40% 31% Universal banks

2015 2018

SECTOR AND MACRO TRENDS MACRO AND SECTOR Demand for Rates stably negative Upcoming regulation/trends protection, yield and illiquid over the next 4y will reshape sector products to stay high MIFID2, consumer protection, IDD, digitalization

26 … OPPORTUNITIES ARISE FOR MEDIOBANCA WM DUE TO ITS DISTINCTIVE MODEL Divisional ambitions: Wealth Management Section 2.1

SUSTAINABILITY INNOVATION THROUGH CUSTOMERS’ EYES

Large customer base Easy, efficient, omni-channel

Digital excellence since for transactional services Real omni-channel distribution inception model, built to be scalable Transparent, valuable, fair- AFFLUENT priced for investment services Recurrent and diversified

income

UNIQUE PRIVATE-INVESTMENT BEST CUSTOMER BASE INNOVATION

BANKING MODEL

Double IB/PB coverage Strong concentration in Reference point in private HNWI/UHNWI target clients

PRIVATE markets by investment Specialized offer for opportunities entrepreneurs

27 WE ENTERED 3Y AGO AND ARE NOW A WELL-REPUTED PLAYER

Divisional ambitions: Wealth Management Section 2.1

3Y BP16-19 actions MBWM gaining positioning

Foster business expansion organically and Wealth management players ranking by TFA¹ (€bn, Dec18 peers, MB as at June19) through M&A (Banca Esperia merged, Barclays unit acquired, Cairn and RAM integrated) Empower distribution physically (FAs and 74 proprietary network) and digitally, establish 69 Private/IB dual coverage 61 58 Enhance product factories 51 Improve MBWM group governance 43

Achievements 29 28

20 20 Franchise empowered 19 18 14 Customer base up 50% to over 880K, 12 11 10 10 10 Affluent: 865K, Private 15K 5 6 Sales force: Affluent tripled to > 900 people 4 Bankers’ reshuffle in PB with focus on UHNWI AuM growth: up 21% YoY Size materially scaled MBWM TFAs doubled to over €60bn Annual NNM >€5bn per year Profitability boosted Financial Advisors Specialized centred models ROAC from 9% to 16% Private Banks

28 1) MB TFAs excluding AUC. Sources for other players: data from Associazione Italiana Private Banking, companies’ web site, press MB WM: MISSION IN THE NEXT 4Y TO BECOME A LEADING ITALIAN PLAYER WITH HIGH GROWTH RATES AND SUSTAINABILITY

Divisional ambitions: Wealth Management Section 2.1

In the next few years Mediobanca Wealth Management aims to become: ► An established player in the Affluent segment, by quality and sustainability, with best in class mix of digital/human distribution capabilities  A leader in HNWI and UHNWI with a unique Private and Investment Bank model, working together with CIB to offer integrated advisory and investment solutions in Private Assets/Markets

OBJECTIVES

BECOME THE FIRST SOURCES OF ENHANCE POSITIONING IMPROVE FEES AND THIRD PILLAR FOR NET PROFIT IN THE MB GROUP GET SCALE PROFITABILITY

ACTIONS

Upgrade distinctive offering Invest in distribution Value to affluent/private clients and innovation management Raise brand positioning

M&A SCOUTING

29 EXPLOITING OPPORTUNITIES IN AFFLUENT…

Divisional ambitions: Wealth Management Section 2.1

POSITIONING OF CHEBANCA!1 OPPORTUNITIES

2.5% Gross Mgt. Fees Affluent: the most attractive segment in the WM arena. Large / AUM (€3.5tr), profitable, with customers more technology-friendly (low Mediolanum cost to serve) and largely unmanaged 2.0% Azimut Digital transformation and Fintech moving distribution paradigms CheBanca!: well positioned to leverage business model strengths (sustainability& innovation) Leverage1.5% positioning, Fineco to increase market share product, service to close the profitability gap 1.0% CheBanca! CheBanca! FY23 ACTIONS 0.5% Balls size = Saleforce Today AUM ptf Brand repositioning: marketing campaign for affluent clients (current and next generation) to meet their investment needs, 0.0% leverage on joint MB-CB! branded products PBT ex performance 0.1% Increase0.2% scale,0.3% efficiency0.4% 0.5% 0.6% fees/TFA New service model: more in-depth and comprehensive client segmentation to customize services/products according to potential value STRENGTHS Franchise empowerment: commercial staff to increase from 780 to 1,275 (up 60%) focusing on quality and value SUSTAINABILITY INNOVATION Enhancing digital platforms, to supply advisory services via mobile app and remote channels Transparent, valuable, fair-priced Easy, efficient, real omni-channel investment services distribution model Enlarge product offer, leveraging on group capabilities Recurrent and diversified Digital excellence since Investments in training, to upgrade sales force capability to income inception deliver high-quality advisory services

30 1)Source: Peers data from Mediobanca Securities – figures as at June19 annualized …AND IN PRIVATE /HNWI SEGMENT…

Divisional ambitions: Wealth Management Section 2.1

POSITIONING OPPORTUNITIES

Customer Private banking: valuable and growing segment where MBPB UHNWI segment and CMB could play a distinctive role given their roots, brand, customers and positioning as unique Private-Investment banks for private clients and entrepreneurs Franchise empowerment: staff to increase to from 133 to 160 (up Mediobanca 20%)

ACTIONS

MBPB will work on: Becoming leader in developing investment opportunities in Affluent Private Assets through Club Deals, , Italian and Value proposition EU Multi-Asset Manager(1) Strengthening the effective dual PB-IB coverage for MidCaps Investments Global advisory focusing on Key Strategic Clients (Entrepreneurs/UHNWI)

STRENGTHS CMB will: Empower positioning on UHNWI also through rebranding UNIQUE PRIVATE-INVESTMENT INNOVATION Enhance investment and advisory offering for UHNWI and BANKING MODEL Family Offices, also with a deeper segmented approach Dual IB/PB coverage Relaunch a credit proposition (Lombard and real estate Benchmark in private markets by financing) in line with the UHNWI strategy Strong concentration in investment opportunities Invest in Technology and Fintechs to deliver efficiencies and HNWI/UHNWI target clients superior client experience

31 ¹ Epic, Mediobanca Private Markets 1, Mediobanca Private Markets 2, Club deal in real estate …WITH AN UNIQUE IB -PB OFFER COMBINING CORPORATE FINANCE & PERSONAL WEALTH SOLUTIONS DELIVERING SIZEABLE INTRAGROUP SYNERGIES Divisional ambitions: Wealth Management Section 2.1

CORP. & INVESTMENT PRIVATE BANKING BANKING

NEEDS NEEDS Source deal flow, coverage, opportunities Investment Clients looking for lending/solutions/advisory Advisory/solution Advise & create products/solutions Mid corporate entrepreneur Access to Cap.Markets

Discretionary mandates Financing Source M&A transactions

Advisory Restructuring Place assets/proceeds

Real assets Source capital market deals M&A

(IPOs , block trades) ECM Tax planning Distribute offerings (ECM, DCM) Corporate broking

Trust Illiquid/niche products Hedging

Structuring capabilities Family Office Liquidity/Funding needs

32 …AND ENLARGING CAPABILITIES IN DISTRIBUTION… SALES FORCE up 60% to >1,400

Divisional ambitions: Wealth Management Section 2.1

WM distribution network up 60% to >1,400 sales people… …to serve a newly segmented affluent customer base… with increasing average portfolio size

New client segmentation: +60% For more indepth and comprehensive satisfaction of clients’ needs ~1,400 +25 To focus and customize services according to potential 160 value +340 Front office: team set-up aligned with differentiated proposition and specialization by new segments ~900 +155 675 Brand repositioning: marketing campaigns, restyling of 133 layout for physical and online offering

335

…and a refreshed private banking proposition 600 445

Enhanced customer experience with: FY19 RM add-ons FA add-ons PB add-ons BP23T Tailor-made services for the newly-segmented high-end client segments (with consistent cost-to-serve) CheBanca! RM CheBanca! FA PB bankers Exclusive opportunity generated by dual IB/PB coverage Private: staff to increase from 133 to 160 (up 20%) Affluent: staff to increase from 780 to 1,275 (up 60%) Employees (RMs + PB) up by ~180

33 …AND IN ASSET MANAGEMENT PRODUCTION…

Divisional ambitions: Wealth Management Section 2.1

MAXIMIZING GROWTH AND MARGINS IN THE GROUP VALUE CHAIN REINFORCING RESEARCH & PRODUCT SYNERGIES AMONG TRADITIONAL AND ALTERNATIVE AM

MEDIOBANCA SGR CAIRN CAPITAL RAM

Pivotal role in defining asset allocation strategies Leading illiquid credit manager Leading pure systematic specialist in Product innovation Europe with a strong research focus and with high value added strategies frontrunner in AI Global Active Multiasset, Multimanager Solutions, “New Generation” Target Maturity fund

GOALS

Focus on active research-driven Expand alpha capabilities beyond Expand alpha capabilities and strategies (AA, high conviction Equity…) CLOs competitive edge through research Increase captive networks Roll-out of distribution of recently and development penetration launched UCITS (Strata) ESG implementation Intermediation of third-party products Strengthening co-operation with MB

via guided open architecture for launch of new credit funds

34 …WE’LL IMPROVE MARGINS & EFFICIENCY WHILE ENLARGING CUSTOMER ASSETS… Divisional ambitions: Wealth Management Section 2.1

Improving fee margin… …while leveraging cost scale… …will boost operating margin From 80 to 90bps AUM/AUACost/income ratio (€bn down) 10pp GOP/TFA up 10bps

Gross Fees ex performance fee/(AUM+AUA) C/I (%) GOP/TFA (%) 80% 79% +8bps +10bps 0.26% 0.90% -10pp 0.82% 0.18% 0.74% 0.17%

70%

FY16 FY19 BP23T FY16 FY19 BP23T FY16 FY19 BP23T

Strong growth in TFAs… …with notable increase in AUM/AUA Loan book up to €17bn +8% CAGR to €83bn +11% CAGR, from 63% to 70% of TFAs +10% CAGR

AUM/AUA (€bn) TFA (€bn) Loan book (€bn)

4YCAGR +8% 4YCAGR +11% 4YCAGR +10% 3YCAGR +25% 3YCAGR +31% Organic +8% Organic +8% 3YCAGR +23% 59 Organic +5% 83 17

61 39 11

6 32 17

FY16 FY19 BP23T FY16 FY19 BP23T FY16 FY19 BP23T

35 1) TFAs: AUM+AUA+Deposits …FOSTERING HIGH QUALITY REVENUE & PROFITABILTY GROWTH

Divisional ambitions: Wealth Management Section 2.1

Revenues up to €0.7bn with a …raise up ROAC to 25% …with unmatched quality more scaled platform…

Revenues (€bn) ROAC (%) Pricing in line with the best practices in all areas 4YCAGR 25% +8% High recurrent contribution of fees (no performance 3YCAGR+18% fees included, 5% upfront on total) Organic +3% 16% 0.7 No carried interest from Private Banking initiatives 0.5 9% upside from those investments to come on top Cost/income at 70% in all operating entities 0.3 No fiscal optimization assumed

FY16 FY19 BP23T FY16 FY19 BP23T

Upgrade Empower distribution network by 60% up to over 1,400 sales staff (from over 900) distinctive Strengthening the effective dual coverage PB-IB MidCaps offering Brand repositioning, new service model in the Affluent segment, matching customer investment needs Investing in distribution and Promote a distinctive MB Asset Management offer with an integrated Group approach innovation Keep digital tools at the cutting edge of innovation, with strong investments in technology

Value Gross margins improvement through TFA mix optimization, FA margin optimization, customer segmentation management Cost efficiency improvement

36 AGENDA

Section 1. Group ambitions

Section 2. Divisional ambitions 2.1 Wealth Management 2.2 Consumer Banking 2.3 Corporate & Investment Banking 2.4 Principal Investing 2.5 Holding Functions

Section 3. Closing remarks

Annex

Macro scenario Glossary

MB CONSUMER BANKING RATIONALE AND OPPORTUNITIES Divisional ambitions: Consumer Banking Section 2.2

Italian consumer banking an attractive market: Low penetration/low yield environment Banking sector restructuring, with branches reducing massively Upcoming regulation painful for riskier players

MB focus on Consumer Banking with a view to leveraging: Strong positioning (since 1960s) in a high entry barrier business Compass Diversification effect vs Group activities, as an anti-cyclical business High and sustainable profitability

Mediobanca CB a frontrunner in consumer banking with: Outstanding credit scoring, pricing, management capabilities generating superior asset quality Broad, integrated distribution network Best-in-class service with a full product range

Strong Group support to foster growth, both organic and through M&A

38 IN AN ATTRACTIVE MARKET… GROWING, WITH LOW PENETRATION AND WITH BANKS CLOSING BRANCHES

Divisional ambitions: Consumer Banking Section 2.2

7.5% 7.3% (% on GDP end-2018) Change in customer Italian market less 5.9% EU avg. 6% 4.9% behaviour mature than EU 2.5% (digital shift, goods rental, countries

demographic changes) (Italy below EU1 avg)

Spain France Germany Italy Belgium

Credit cycle shift and risk Specialized consumer banks prevention regulation won’t will continue to outperform be gentle with non by growth and returns specialized players

(ITA Banks branches ‘000) 32 Italian banks 31 SECTOR AND MACRO TRENDS MACRO AND SECTOR 30 29 Italian banks aggregation branches reduction 27 7k branches closed 25 process reducing the since 20132 and more number for potential are expected distribution partners

2013 2014 2015 2016 2017 2018

39 1) Source: ECB, Eurostat 2) Source: …LEVERAGING ON OUR DISTINCTIVE STRENGTHS…

Divisional ambitions: Consumer Banking Section 2.2

OUTSTANDING SCORING EXCELLENT ASSET QUALITY BROAD & INTEGRATED AND PRICING CAPABILITIES AND INDUSTRIALIZED COLLECTION DISTRIBUTION NETWORK

Direct business Compass branches Default rate1 Coverage Net NPLs/Loans: 1.4% 172 5% performing 3% Net bad loans /loans: 0.1% Indirect business 5,000 3rd parties bank NPLs fully covered in 12m branches 4% 2% Strong collection process relying on Compass 12,000 agencies Post offices 3% 1% internal platform and third parties 27 network Online business 28,000 200 2% 0% retailers Partnerships/JVs Jun-14 Jun-15 Jun-16 Jun-17 Jun-18 Regular NPLs disposals 7,000 Cars retailers

BROAD PRODUCT CAPABILITIES VALUE-DRIVEN APPROACH EFFICIENT PLATFORM BEST-IN-CLASS SERVICE TO BUSINESS

€7bn new loans, 80% repeat business

Personal loans Very low and stable cost/income New production driven solely by 52% Special purpose (~30%) risk-adjusted returns 12%

Direct distribution platform growing Margin resiliency and profitability Salary guaranteed at variable cost preserved Cars 7% 15% Credit cards 14%

1) Percentage of performing loans defaulted in the following 12 months 40 …WE’LL CONFIRM OUR STRONG POSITIONING…

Divisional ambitions: Consumer Banking Section 2.2

3Y BP16-19 actions Solid market positioning

Consumer lending market trend¹ Leadership in Italy confirmed (YoY new business growth, %) Distribution: proprietary enlarged, indirect confirmed, digital started 20% 12.3% 11.5% Value-mgt approach: margin resilience, CoR at 10% lowest-ever levels 10%

0% 2012 2013 2014 2015 2016 2017 2018 J-2019 -10%

KPIs Compass Market Compass -20% market share Franchise empowered: branches up 20% to ~

200 branches, 35 branches opened, of which Consumer credit ranking¹ Compass market share by product 27 agencies (new business, €bn, 2018) (new business, €bn, 2018) Business scaled and profitability increased: UCI 11.1 SP loans 17.6% revenues up to over €1bn, GOP doubled to Findom. 8.4 €0.5bn, ROAC from 17% to 30% Compass 6.1 Personal 15.3% Agos 5.4 loans Compass represents 40% of Group revenues Deutsche 4.5 and GOP, and is the leading contributor to Salary loans 9.4% Group NII ISP 4.0 UBI 2.4 Credit cards 5.2% Credem 2.0 Finitalia 1.1 Fiditalia 1.1

41 1) Source: Assofin. New statistics do not include vehicle credit …CONTINUING ON COMPASS’S GROWTH TRAJECTORY

Divisional ambitions: Consumer Banking Section 2.2

Since 2007 Compass’s loan book has tripled… … as have its revenues (now > €1bn) …

€bn €m

+3x +3x 13.2 1,027 12.5 996 11.8 936 11.0 873 10.4 800 9.6 687 713 713 8.8 9.1 9.3 638 8.4 8.1 8.3 592 605 Linea 379 acquisition 322 3.7

J07 J08 J09 J10 J11 J12 J13 J14 J15 J16 J17 J18 J19 J07 J08 J09 J10 J11 J12 J13 J14 J15 J16 J17 J18 J19

… while careful risk assessment has shrunk CoR… …with net profit up 10x to record levels : ROAC 30%

€m, bps €m, %

470 550

463 500

420 415 411 413 450 450 +10x

370 372 361 354 360 400 347 332 336

320 350 350 315

243 300 270 258

199 185 250 250

220

200 154 170 150 150 95 97 120 82 100 66 50 59 32 39 41 70 50 22 145 224 298 337 302 311 331 438 413 354 276 242 238

0 20 -50 J07 J08 J09 J10 J11 J12 J13 J14 J15 J16 J17 J18 J19 J07 J08 J09 J10 J11 J12 J13 J14 J15 J16 J17 J18 J19 LLPs CoR 42 MBCB MISSION IN NEXT 4Y FROM INCUMBENT TO ATTACKER ONCE AGAIN Divisional ambitions: Consumer Banking Section 2.2

In the next few years Compass aims to be a frontrunner in consumer banking, well positioned to take advantage of macro-changes in customer behaviours and sector trends due to proven leadership and capabilities in embracing innovation and anticipating developments

OBJECTIVES

ASSURE GROWTH EXPLOIT PRESERVE IN DOMESTIC MARKET NEW OPPORTUNITIES PROFITABILITY

ACTIONS

Invest in distribution Embrace innovation Value management

M&A SCOUTING

43 LEVERAGING ON STRONG INVESTMENTS IN DIRECT DISTRIBUTION… OPENING BRANCHES AND AGENCIES AT VARIABLE COSTS (5X)

Divisional ambitions: Consumer Banking Section 2.2

Compass direct franchise trend COMPASS Higher “value” of Compass branch distribution: BRANCH roughly double vs third parties’ channels +75% Compass agencies track record in last 18m: ~350 High productivity: close to long standing +21% 80 Compass branches. Low client cannibalization: 30% of customers are ~200 80 COMPASS new and 50% are in Compass database but not 27 AGENCIES active Resilient margins: broadly in line with branches 164 172 187 Flexible cost structure: at breakeven since year 1 CoR in line with branches as managed by Compass at its standards FY16 FY19 BP23T Branches Agencies Compass Quinto New Compass Quinto agencies to be established: Loyal and reputable agent network dedicated to Direct distribution enlargement salary guaranteed loans, operating exclusively for Launch of Compass Compass-branded branches/agencies to increase COMPASS Flexible cost structure from 200 to over 260 (up 30%), of which ~80 run by QUINTO agents CRM to exploit synergies with Compass clients CQS product appeal increasing: risk mitigation, 80 Compass Quinto-branded agencies to be lower capital absorption due to CRR2 and sector opened to foster salary-backed distribution consolidation needed

44 …EMBRACING INNOVATION IN PRODUCT AND CHANNEL… WITH FOUR MAIN NEW PROJECTS

Divisional ambitions: Consumer Banking Section 2.2

INNOVATION

PRODUCT DISTRIBUTION

1 CLOSED LOOP CARD 3 PP-ONLINE Revolving credit card (designed by Compass on Existing online platform strong enhancement with: MasterCard circuit) whose use is limited to “Instant lending” project: process/technical specific retailers enhancements to minimize “time-to-yes” up to Benefits: easy to use (directly at the cashier), 1h, including automatic identification of clients’ increase client retention for the retailer uploaded ID documents Could evolve to a “full” credit card (able to Online/offline integration for mutual operate widely in POS/ATM/online with collaboration in client assistance between all addendum to contract) distribution channels Partners: large retailers INSTANT CREDIT & E-COMMERCE LOANS 4 COMPASS RENT 2 Partnership with primary operator for E- commerce financing solution Innovative long-term car rental Development of APP-based financing services Focus: used cars (12/24 months vintage) sold by for free instant credit to customers Compass dealers State-of-the-art platform integrated into retailers Customizable offer: both in terms of service marketplace to offer installment-based credit (insurance, assistance, etc.) and car model options

45 …TO KEEP THE VALUE OF INTEGRATED DISTRIBUTION STRONG IN THE NEW SCENARIO

Divisional ambitions: Consumer Banking Section 2.2

Compass new loan business up to €8bn … …with a shift in new PP distribution channels direct up from 47% to 67%

Total loans new business by product, €bn Personal loans new business by channel, €bn

4YCAGR 4YCAGR 3YCAGR +1% 3YCAGR +2% +6% +6% 8.0 3.9 7.4 3.8 1.1 3.2 6.2 1.1 1.2 1.0 1.7 3.9 3.8 1.6 3.2 0.7 2.6 0.5 2.0 0.5 0.9 1.2 1.5 0.6 0.8 1.1 1.2 FY16 FY19 FY23 FY16 FY19 FY23 Cars Point of sale Salary guaranteed Personal Loans Direct distribution Banks & Post Offices Agents Credit cards

Growth by all product: Points of sale up 7%, Salary guaranteed up 6%, Personal loans up 1%, Cars up 1%, Cards up 1% Direct distribution expected to raise materially the contribution to total new loans in order to maximize retained value on each new loan offset the foreseeable reduction in banks’ distribution also linked to likely concentration process

46 …WE’LL DELIVER GROWTH AND SOUND PROFITABILITY

Divisional ambitions: Consumer Banking Section 2.2

Enlarged network supports further …delivering revenues > €1.1bn… …and still impressive profitability loan book growth…

Loan book (€, bn) Revenues (€, m) ROAC (%) 4YCAGR 3YCAGR +2% 4YCAGR +6% 3YCAGR +3% +6% 14.1 13.2 11.0 1,135 30% 1,027 28-30% 873 17%

FY16 FY19 BP23T FY16 FY19 BP23T FY16 FY19 BP23T

Empower direct distribution network both physically (mainly at variable costs) and digitally Invest in distribution Launch of Compass Quinto network for salary-backed loans Branches up to ~350 Defend third-party distribution agreements

Embrace innovation New product development to reach new clients/merchants in product and Promote digital distribution/solutions leveraging on proprietary digital platform and third parties channels technology/ distribution capabilities

Efficiency in capital absorption Value management Keep cost efficiency Cost of risk slightly higher by physiological trend

47 AGENDA

Section 1. Group ambitions

Section 2. Divisional ambitions 2.1 Wealth Management 2.2 Consumer Banking 2.3 Corporate & Investment Banking 2.4 Principal Investing 2.5 Holding Functions

Section 3. Closing remarks

Annex

Macro scenario Glossary

MB CORPORATE AND INVESTMENT BANKING RATIONALE & OPPORTUNITIES Divisional ambitions: CIB Section 2.3

Investment Banking is the native business of Mediobanca Strong market positioning: leader in Italy, with a growing footprint in Europe Cornerstone of Mediobanca business diversification strategy Resilient over the cycle due to balanced product mix

Investment Banking has been a challenging market in the last decade Boutique-like models continue to outperform bulge-bracket banks M&A to act as growth enabler in a stagnant economic scenario Financial Sponsor activity likely to remain high due to low interest rates and ample dry powder Corporate Investment Banking Mediobanca distinctiveness Strong brand recognition and trustworthiness Client-driven business Boutique-type approach Steady profitability with low gearing and excellent asset quality

Mediobanca CIB is best positioned to exploit the potential of a client-driven business model enhancing its pre-eminent role in Europe

49 IN A CHALLENGING ENVIRONMENT FOR INVESTMENT BANKS…

Divisional ambitions: CIB Section 2.3

M&A fees in Europe ($bn)1 CAGR: -2% CAGR: +8% Boutique advisory firms European IB’s revenue pool has gaining market share in 4.1 3.8 3.2 been shrinking since 2010 M&A in Europe¹ from 2.4 (CAGR-5% to $71bn in 2018)2

bulge-bracket banks 2011 2018 2011 2018 EU Bulge Brackets Advisory Boutiques

IBs have focused on cost cutting, with the largest Stringent regulation banks deeply restructuring reshaping industry Abundant and cheap business model exiting (Basel IV, Trim, Fundamental liquidity selected under-performing Review of Trading book, MiFID II) businesses

Sectors consolidation/disruption, SECTOR AND MACRO TRENDS MACRO AND SECTOR low organic growth create European MIDCAP segment Lending needs to be sizeable opportunities for as appealing revenue pool not progressively replaced by domestic/cross border deals for yet targeted by bulge brackets Capital Markets Large Corporates and Fin.Sponsors

Sources: 1) Thomson Reuters. Sample including 1. for bulge brackets: , UBS, Barclays, ,; 2. for boutiques: , 50 Rothschild, , Jefferies, 2) Coalition IndexPlus FY15-FY18, UBS research … OPPORTUNITIES ARISE FOR MEDIOBANCA CIB DUE TO ITS DISTINCTIVE MODEL… Segmental division: CIB Section 2.3

STRONG BRAND RECOGNITION AND BOUTIQUE-LIKE ORGANIZATION STRONG FOOTPRINT TRUSTWORTHINESS

M&A:

80% revenues customer-driven Pan-European presence First in Italy with >100 deals in last 3Y Top 10 in Spain with >15 deals in last 3Y, Lean and flexible structure in Italy, France, Spain/Portugal and UK Top 3 advisory firm in France through Attractive to talent Recognized capabilities in Messier Maris

Sectors (FIG, TMT, Automotive) and in Low regulatory impact ECM: cross-border deals 1st in Italy with 30 deals in last 3Y

BALANCE SHEET QUALITY INCREASING IB-PB LINK DIVERSIFIED REVENUE BASE

Advisory 14%

Sound asset quality MBCIB Focus corporate-entrepreneur Lending Strong risk assessment capabilities 33% Dual IB-PB coverage €0.6bn Low gearing (cost/income ratio 46%) CapMkt 31%

Specialty Prop Finance Trading 21% 1%

51 … STRONG POSITIONING AND RESULTS…

Divisional ambitions: CIB Section 2.3

3Y BP16-19 actions Mediobanca IB - Solid and well-defined market positioning

Empower positioning and footprint investing in human talent/coverage Strong solution capabilities Diversify revenues: focus on across the full CIB product Advisory, CapMkts, SF offering Maintain excellence in asset DISTRIBUTION PLATFORM content UK, GERMANY & US Improve profitability reducing capital absorption and keeping gearing low

Top 3 M&A boutique KPIs in France with more than 200 deals since Revenues kept resilient at ~€0.6bn inception 1st in Italy M&A Improved revenue mix with more than 100 Advisory and CapMkts at ~50% deals in last 3Y Specialty Finance ~20% ECM Excellent asset quality preserved: with 30 deals in last 3Y net bad loans/loans: 0.0% Profitability materially improved: ROAC at 15% (10% in FY16) vs a sector average <10%¹ Top 10 in M&A in Spain with more than15 deals 52 1) Source: Coalition, IB Index FY18 in last 3Y …ACROSS CORE IB PRODUCTS OUTSTANDING IN ITALY, WELL RECOGNIZED IN SOUTHERN EUROPE Segmental division: CIB Section 2.3

Selected M&A transactions M&A Italy – Announced deals (€bn)1

Pending Pending 2018 2018 #37 #7 #61 #13 #9 #5 #11 #3 #24 #5 # deals

14.4 14.0 Tower €11bn 9.3 €40bn combined €16.3bn €47bn 7.4 7.2 Market cap Integration of INWIT and 5.7 5.0 4.7 3.9 Public Tender 3.8 Vodafone Italia Tower Merger of equals Offer on Abertis Merger of equals MB GS KPMG IMI BofA UBS BNP MS ROTH HSBC Financial Advisor to Financial Advisor to PSA Financial Advisor to INWIT Financial Advisor to Delfin Atlantia

Selected M&A Mid Corporate transactions M&A Southern Europe – Announced deals (€bn)1 2019 2019 2018 2017 #20 #17 #40 #24 #18 #45 #27 #82 #8 #31 # deals

26.4 € 353m €250m Undisclosed Undisclosed 16.7 16.1 Sale of 15.8 14.0 Acquisition of a 80% stake Acquisition of La 13.0 12.1 Disposal of Laminam to Forno d’Asolo by 8.3 Alpha Private Equity in L&S 21 Investimenti and Piadineria by Permira 9.5 8.9 BC Partners Financial Advisor to Financial Advisor to GS MS MB JPM BofA ROTH SAN KPMG HSBC LAZ Financial Advisor to Sell side advisor Laminam Clessidra SGR Permira Selected ECM Transactions ECM Italy – Global Coordinator (€bn)2 2019 2019 2018 2018

#8 #8 #3 #4 #2 #4 #4 #2 #3 #1 # deals

1.1 1.1 €2,056m €2,500m €290m €500m 0.9 0.8 IPO Right Issue IPO Right Issue 0.5 0.2 0.2 0.2 0.2 0.1 JGC & JBR JBR JGC, JBR & Sponsor JGC & JBR MB ISP CS GS BofA Equita UCG Citi BPM BARC

Sources: 53 1) Thomson Reuters for M&A Italy and Southern Europe (Italy, Spain, Portugal and Greece) League Tables YTD 2) Dealogic for ECM League Tables from January 2018 to October 2019 MB CIB: MISSION IN THE NEXT 4Y PROFITABLE CLIENT-DRIVEN LEADING INVESTMENT BANK IN EUROPE

Divisional ambitions: CIB Section 2.3

A leading investment bank in Europe with a specific focus on M&A and Capital Markets services/products to support large and mid-cap clients in their domestic and cross-border transactions

OBJECTIVES

STRENGTHEN MB POSITIONING EXPLOIT KEEP IN EUROPE MARKET OPPORTUNITIES PROFITABILITY HIGH

ACTIONS

Empower Generate Value creation & capital distribution synergies management

ONGOING MARKET SCOUTING FOR M&A OPPORTUNITIES IN ADVISORY AND CAPITAL MARKETS

54 EMPOWERING DISTRIBUTION AND EUROPEAN FOOTPRINT…

Divisional ambitions: CIB Section 2.3

▲ Selective hiring of senior resources dedicated to coverage (~15 bankers) Origination ♦ Leverage the strategic partnership with MMA

Empower the ▲ Boost Sovereign Wealth Funds & Infra sponsors reach ORIGINATION Coverage PLATFORM ▲ Focus on growing Mid Cap platform

♦ Leverage the enhanced origination platform to drive DCM and ECM cross-selling opportunities

Markets CROSS

♦ Capitalize on existing UK presence to create a single distribution hub and increase investors reach - ▲ Generate new clients in insurance and private wealth management sectors SELLING Fixed ♦ Strengthen geographical coverage in Germany Income ● Reinforce the trading platform providing a fully integrated offering to all clients ● Increase the “originate to distribute” model in Loan, Credit Trading and Securitization products Develop a EUROPEAN ▲ Focus on Sovereign Wealth Funds FULLY- Equity ♦ Cross sell with Cash Equity to achieve an integrated equity offering in major European markets INTEGRATED Derivatives MARKETS ● Develop of new fund-linked instruments, in order to leverage MB expertise in Capmkt and AM PLATFORM ▲ Acquisition of new buy-side clients Cash ♦ Access attractive new markets, while strengthening presence in US Equity ● Improve trading and coverage of special situations opportunities where cash equity, equity derivatives and fixed income business solutions can be generated

55 ▲ Client ♦ Geography ● Product …FOSTERING MID CORPORATE SEGMENT GROWTH…

Divisional ambitions: CIB Section 2.3

Mediobanca set to become the reference investment bank for medium-size corporates effectively increasing coverage effort on the segment while intensifying cross-fertilization with IB and PB

KEY STRATEGIC INITIATIVES 2020-23

Increase coverage of the Mid segment through the newly-created Mid Corporate & Financial Sponsor Solutions unit, to: MidCap & Fin.Sponsor Co-ordinate efforts between the Mid Corporate and the FS teams Integrated platform Ensure coverage of Italian mid size segment with the full CIB product offering Gain market share in Financial Sponsor sell-sides

Increase origination & Cross-selling with Cross-selling with Increase execution capabilities Private Banking other IB products international reach

Selective hiring to increase Leverage already effective ECM: Selective approach to Leverage on MMA platform to execution capabilities, cross-fertilization with PB, AIM listings boost international reach in ultimately to expand market increasing average size of Markets: Increase marketing Europe share and revenues (team to transactions of Market Division products Actively scout operative double) Increase touch points with Debt: Strengthen joint partnerships in US/Asia clients origination effort with DCM and Lending Dual coverage/product offering with Specialty Finance

56 …AND WITH AN EFFICIENT CAPITAL USE IN ASSET-BASED BUSINESS…

Divisional ambitions: CIB Section 2.3

Capital absorption to be reduced through: - A more profitable use of capital in lending: O2D MODEL and SECURITIZATION - Adoption of new risk-sensitive capital measures under standard model

CREDIT MARKET

ORIGINATE-TO SECURITIZATION OPTIMIZATION DISTRIBUTE

GENERATE NEW BUSINESS INCREASE PROFITABILITY OF CURRENT PTF RISK-SENSITIVE MEASURES TO REDUCE WITHOUT CONSUMING CAPITAL WHILE REDUCING CAPITAL ABSORPTION CAPITAL ABSORPTION

Securitization of a selected loan New model to serve corporate Convergence between regulatory portfolio clients and managerial measures Fee-based model Underlying portfolio remains within the ownership and on the balance Adoption of more risk sensitive Leveraging on MAAM capabilities sheet of the originator, but RWAs measures under standard model to set up dedicated credit funds are derecognized

Additional potential cross-selling Interest expense in part with other MB divisions compensated by reduced LLPs Subject to EBA/ECB Guidelines and JST authorization

57 …CIB WILL DELIVER GROWTH IN REVENUES AND PROFITABILITY

Divisional ambitions: CIB Section 2.3

Selective loan portfolio growth Robust growth in revenues driven by Increase in profitability K-light business

Loans (€, bn) Revenues (€, bn) ROAC (%) 4YCAGR 4Y CAGR +2% 3YCAGR +6% ~ +4% 16% 0.8 15% 20 18 0.6 0.6 15 10%

FY16 FY19 BP23T FY16 FY19 BP23T FY16 FY19 BP23T

Empowerment of origination capabilities (focus on Italy, Spain, France) for IB Empower Leverage European Capital Market platform and O2D model distribution Empower MidCaps coverage M&A and CapMkt boutiques aggregator

Leverage MMA partnership for industry coverage, cross-border activity and financial sponsors’ reach Generate synergies Integrated trading platform offering fixed income, equity derivatives and cash equity products Foster cross-fertilization among customer/product clusters (MidCap, Private banking, Financial Sponsors)

Capital-light business growth (especially advisory) Proactive capital Capital consumption optimization (especially in lending) management Cost of risk normalization

58 AGENDA

Section 1. Group ambitions

Section 2. Divisional ambitions 2.1 Wealth Management 2.2 Consumer Banking 2.3 Corporate & Investment Banking 2.4 Principal Investing 2.5 Holding Functions

Section 3. Closing remarks

Annex

Macro scenario Glossary

PRINCIPAL INVESTING RATIONALE & OPPORTUNITIES

Divisional ambitions: PI Section 2.4

AG: high-quality investment (A-rated by Fitch) with sound financial performance: AG BP 2018-21 targets: EPS CAGR range +6-8%; payout range 55-65% Consensus:¹ steady growth in net profit (4YCAGR 2019-23: +2%)

Investment rationale: EPS accretive, revenues stabilizer, ROAC above cost of capital Principal Strong value option as a readily available K-source for potential business Investing growth and transactions

Fully integrated in MB Group diversified business model by Revenue source (insurance business) Capital source (re-deployable in banking business when needed)

60 1) Consensus as at November 2019 PI: SOURCE OF REVENUE AND CAPITAL

Divisional ambitions: PI Section 2.4

3Y BP16-19 actions

13% AG stake retained as PROFITABLE INVESTMENT Profitable investment REVENUES/EPS STABILIZER Double-digit ROAC1 Capital created through MB organic AG contribution to AG contribution to growth has been higher than expected Group revenues Group net profit Regulation has evolved favourably: Danish compromise extended until 2024 11% 11% 11% Remainder of equity investment portfolio sold almost entirely, investment in seed capital 32% 13% KPIs FY16 FY19 BP23T

PI contribution diluted to 13% of Group revenues, 32% of net profit Profitability has remained high in all regulatory CAPITAL-ACCRETIVE READILY AVAILABLE frameworks with significant revenue CAPITAL-SOURCE contribution for scale acquisitions AG revenues pro-rata €m 320 Ass.Generali 255 264 280 NO PRESSURE PI equity exposure 3.2 (BV as at June 2019, € bn) FROM REGULATION Other (Danish Compromise extended) investments

0.7

FY16 FY17 FY18 FY19

1) Fully loaded, i.e. without Danish Compromise 61 AGENDA

Section 1. Group ambitions

Section 2. Divisional ambitions 2.1 Wealth Management 2.2 Consumer Banking 2.3 Corporate & Investment Banking 2.4 Principal Investing 2.5 Holding Functions

Section 3. Group targets summary

Annex

Macro scenario Glossary

MBHF RATIONALE AN OPTIMIZED CORPORATE CENTRE Divisional ambitions: HF Section 2.5

Comprehensive corporate centre division combining: Treasury/ALM Common business services Non-core businesses (leasing)

Optimized Treasury/ALM centre Treasury optimized through the reduction of extra liquidity Funding enlarged and diversified at lower cost Holding Functions

Central function costs under control Maintain efficiency Group-wide, including by investing in innovation

Leasing: orderly deleveraging in progress Loan book today below €2bn and still amortizing New business focused on Group cross-selling, especially with MidCaps

63 ALL FUNDING CHANNELS FULLY DEPLOYED MB GROUP WITH COMFORTABLE LIQUIDITY AND FUNDING POSITION

Divisional ambitions: HF Section 2.5

BP19-23 Action Plan

Diversified funding growth with CoF under control Inflows expected from WM deposits (€3bn), secure funding and selective senior bond issuance TLTRO 3 replacing TLTRO2 (€4bn), substitution strategy after 2023 with ABS and WM deposits MREL liabilities stable at abundant levels ( >35% RWA); MREL target (currently 21.4% of RWAs) almost entirely covered by core capital and subordinated liabilities, with some capital structure optimization (i.e. €1.5bn SNP issuance vs €1.5bn Tier2 redemptions over 4Y) envisaged over BP horizon Funding and liquidity indicators at comfortable levels

Funding stock trend (€bn) Funding/Liquidity indicators

+€5bn LCR¹ @150% NSFR @110% 56 51 8.1 204% 6.1 2,5 4.3 177% 108% ~110% 20.2 ~150% 107% 18.5

22.4 25.3

FY19 BP23T FY18 FY19 BP23T FY18 FY19 BP23T WM deposits MB bonds ECB Other

64 1) Average 12M AGENDA

Section 1. Group ambitions

Section 2. Divisional ambitions 2.1 Wealth Management 2.2 Consumer Banking 2.3 Corporate & Investment Banking 2.4 Principal Investing 2.5 Holding Functions

Section 3. Closing remarks

Annex

Macro scenario Glossary

THE 4Y PLAN DELIVERY WILL REINFORCE THE ACCRETIVE VALUE CYCLE… Closing remarks Section 3

STRONG POSITIONING RESPONSIBLE

Distinctive specialized player CSR at Board level Able to turn challenging > macro/sectorial scenario into with quantitative targets defined opportunities, grasping market share CSR in LTI senior management plan in all businesses

STAKEHOLDER-FRIENDLY SOLID

Up to €2.5bn to shareholders High capital generation (540bps² over 4Y) >400 staff to be hired to foster organic growth, M&A, Loans for our community up 4%¹ shareholders’ remuneration

PROFITABLE GROWING

Above average performance > Unbroken growth ROTE to 11% In revenues +4%¹ All divisions with ROAC>COE earnings (EPS +4%3) Banking ROAC to 17%

1) 4YCAGR 66 2) Phase-in, before distribution to shareholders (dividend and buyback) and M&A 3) 4Y CAGR, including treasury shares cancellation …THROUGH A JOURNEY THAT WILL POSITION MEDIOBANCA AS A DISTINCTIVE AND VALUABLE SPECIALIZED FINANCIAL PLAYER…

Closing remarks Section 3

CONSISTENCY MB continues on its growth roadmap with focus on specialized, high-margin, capital light, long-standing growing businesses with one of the lowest risk/high return profiles in Europe

TARGETING INDUSTRY-LEADING PERFORMANCE

Revenues growth: +4%¹ CAGR Earnings growth: +4%2 EPS CAGR Profitability growth: ROTE@11% Shareholder remuneration growth: up 50% to €2.5bn

TO BE VALUED AS A SPECIALIZED FINANCIAL PLAYER Distinctive growth should position Mediobanca further up on the Value Map of European Financials

67 1) 4YCAGR 2) 4Y CAGR, including treasury shares cancellation …ALONGSIDE PEERS WITH SIMILAR GROWTH AND RISK

Closing remarks Section 3

CURRENT peer set TARGETED peer set

P/E 20E multiple¹ P/E 20E multiple¹ Average: 8.6x Average: 13.4x

Mediobanca 10.9 Fineco 23.8 Banca Generali ISP 10.4 15.5 Mediolanum 14.7 MPS 10.4 Azimut 13.3 Credem 9.6 Vontobel 11.9 BPER 8.0 Julius Baer 11.8 Bankinter UBI 7.6 11.0 Mediobanca 10.9 UCG 7.3 UBS 9.7 BPM 6.7 9.3

Mediobanca 10.9x Mediobanca 10.9x Mean 8.6x Mean 13.4x

Premium 2.4x Discount (2.5x)

Premium (%) 28% Discount (%) (19%)

Current Peer Set(1) Mediobanca(1) Targeted Peer Set(1)

Avg. Revenue Growth: 0% Revenue Growth: 7% Avg. Revenue Growth: +4%

Source: Factset as of 8th November 2019. 68 Note: P/E based on estimates for 2020E EPS calendarised to December Year-End. (1) CAGR based on Dec 16-18 for peers, June 16-19 for Mediobanca. Based on FactSet Estimates, unadjusted for acquisitions and disposals. GROUP TARGETS

Closing remarks Section 3

Remuneration¹ FY19 FY20 FY21 FY22 FY23 TOT 4Y DPS - € 0.47 0.52 0.54 0.57 0.60 1.9bn Chg. % +10% +5% +5% +5% +28% Buyback² with shares cancelled: to optimize CET1 phase-in annually at 13.5%, after M&A €0.3-0.6bn

Group Target June19 June23 4Y CAGR Divisional Target June19 June23 4Y CAGR

Revenues (€bn) 2.5 3.0 +4% Revenues (€bn)

EPS (€) 0.93 1.10 +4%3 Wealth Management 0.5 0.7 +8%

ROTE adj. 10% 11% +1pp Corp. & Inv. Banking 0.6 0.8 +6% Consumer Banking 1 >1.1 +3% CET1 phase-in 14% ~13.5% ROAC (%) TFAs (€bn) 61 83 +8% Wealth Management 16% 25% +9pp Loans (€bn) 44 51 +4% Consumer Banking 30% 28/30% ~

Funding (€bn) 51 56 +2% Corp. & Inv. Banking 15% 16% +1pp

Financial targets based on current regulatory requirements and Group scope of consolidation

1) Remuneration policy revised if CET1phased-in <13% 69 2) New buyback scheme (with shares retired) subject to annual regulator authorization and Mediobanca EGM (from October 2020) 3) 4Y CAGR, including treasury shares cancellation STRATEGIC GUIDELINES FY 2019-23

MEDIOBANCA DISTINCTIVE AND SUSTAINABLE SPECIALIZED FINANCIAL

12 November 2019 AGENDA

Section 1. Group ambitions

Section 2. Divisional ambitions 2.1 Wealth Management 2.2 Consumer Banking 2.3 Corporate & Investment banking 2.4 Principal Investing 2.5 Holding Functions

Section 3. Group targets summary

Annex

Macro scenario Glossary

MACRO SCENARIO

Macro Scenario Annex

Euro Area, IT GDP (Y/Y) Euribor 3M1

0.0% (0.2%) 1.2% 1.2% 1.2% 1.2% 1.0% (0.4%) (0.3%) 0.6% 0.7% (0.6%) (0.5%) 0.4% (0.6%) (0.6%) (0.6%) 0.3% (0.8%) 0.1% (1.0%) June 19 June 20 June 21 June 22 June 23 Dec 19 Dec 20 Dec 21 Dec 22 Dec 23 Euro Area IT

BTP-Bund spread1(bps) IT 10Y yield1

275 2.9%

185 195 1.9% 163 144 1.6% 1.2% 0.8%

June 19 June 20 June 21 June 22 June 23 June 19 June 20 June 21 June 22 June 23

72 Source: Mediobanca estimates 1) Previous four quarters ‘average GLOSSARY

MEDIOBANCA BUSINESS SEGMENT PROFIT & LOSS (P&L) and BALANCE SHEET CIB Corporate and investment banking DPS Dividend per share WB Wholesale banking EPS Earning per share SF Specialty finance ESG Environmental, Social, Governance CB Consumer banking FAs Financial Advisors FVOCI Fair Value to Other Comprehensive Income WM Wealth management GOP Gross operating profit PI Principal nvesting Leverage ratio CET1 / Total Assets (FINREP definition) AG Assicurazioni Generali Ls Loans HF Holding functions LLPs Loan loss provisions PROFIT & LOSS (P&L) and BALANCE SHEET M&A Merger and acquisitions AIRB Advanced Internal Rating-Based NAV Net asset value Net Interest income ALM Asset and liabilities management NII NNM Net new money (AUM/AUA/Deposits) AUA Asset under administration NP Net profit AUC Asset under custody NPLs Group NPLS net of NPLs purchased by MBCS AUM Asset under management PBT Profit before taxes BVPS Book value per share RM Relationship managers C/I Cost /Income ROAC adj. Adjusted return on allocated capital1 CBC Counter Balance Capacity ROTE adj. Adjusted return on tangible equity2 Calculated with “Danish Compromise” (Art. 471 Risk weighted asset CRR2, applicable until Dec.24) and in RWA compliance with the concentration limit. SRF Single resolution fund CET1 Phase-in Transitional arrangements referred to IFRS 9, TC Total capital according to Reg.(EU) 2017/2395 of the EU Parliament /Council. Texas ratio Net NPLs/CET1

Calculation including the full IFRS 9 impact TFA AUM+ AUA+Deposits CET1 Fully Loaded and with the AG investment deducted in full. CoF Cost of funding Notes CoE Cost of equity 1) Adjusted return on allocated capital: average allocated K = 9% RWAs (for PI: 9% RWA + capital deducted from CET1). Gains/losses from AFS disposals, CoR Cost of risk impairments and positive/negative one-off items excluded, normalized tax CSR Corporate Social Responsibility rate = 33%. For Private Banking normalized tax rate = 25% DGS Deposit guarantee scheme 2) Return on tangible equity: net profit excluding non-recurring items / Shareholders’ equity – goodwill

73 DISCLAIMER

Disclaimer

This document includes certain projections, estimates, forecasts and consequent targets which reflect the current views of Mediobanca – Banca di Credito Finanziario S.p.A. (the “Company”) with regard to future events (“forward- looking statements”).

These forward-looking statements include, but are not limited to, all statements other than actual data, historical or current, including those regarding the Group’s future financial position and operating results, strategy, plans, objectives and future developments in the markets where the Group operates or is intending to operate.

All forward-looking statements, based on information available to the Company as of the date hereof, rely on scenarios, assumptions, expectations and projections regarding future events which are subject to uncertainties because dependent on factors most of which are beyond the Company’s control. Such uncertainties may cause actual results and performances that differ, including materially, from those projected in or implied by the data present; therefore the forward-looking statements are not a reliable indicator of future performances.

The information and opinions included in this document refer to the date hereof and accordingly may change without notice. The Company, however, undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law.

Due to the risks and uncertainties described above, readers are advised not to place undue reliance on such forward-looking statements as a prediction of actual results. No decision as to whether to execute a contract or subscribe to an investment should be based or rely on this document, or any part thereof, or the fact of its having been distributed.

74 INVESTOR CONTACT DETAILS

Mediobanca Group Investor Relations

Piazzetta Cuccia 1, 20121 , Italy

Jessica Spina Tel. no. (0039) 02-8829.860 Luisa Demaria Tel. no. (0039) 02-8829.647 Matteo Carotta Tel. no. (0039) 02-8829.290 Marcella Malpangotto Tel. no. (0039) 02-8829.428

Email: [email protected]

http://www.mediobanca.com

75