Mediobanca - Banca Di Credito Finanziario S.p.a. · MIL:MB
Mediobanca - Banca Di Credito Finanziario — Mediobanca — Shareholder Meeting (September 2024)
51 slides from Mediobanca - Banca Di Credito Finanziario's shareholder meeting presentation, Sep 26, 2024
Slide 1: 2024 Annual General Meeting Engagement Presentation
MEDIOBANCA 2024 Annual General Meeting (“AGM”) Engagement Presentation Milan, 26 September 2024
Slide 2: Agenda
Agenda Section 1. Executive Summary Section 2. 2024 AGM Agenda i) Financial Statements and Dividend ii) Share buyback and cancellation iii) Remuneration Annexes 1. 2024 AGM Agenda 2. Strategy & Performance 3. Governance 4. Sustainability
Slide 3: Executive Summary
EXECUTIVE SUMMARY Strong and capital efficient growth delivered with attractive stakeholders’ remuneration. STRONG FIRST Revenues up 9% to an all-time high of €3.6bn, with GOP up 12% to €1.8bn. YEAR OF THE BP23-26 Net Profit up 24% to a record €1,273m translating to an EPS increase of 27% to €1.53.
Slide 4: Agenda
Agenda Section 1. Executive Summary Section 2. 2024 AGM Agenda i) Financial Statements and Dividend ii) Share buyback and cancellation iii) Remuneration Annexes 1. 2024 AGM Agenda 2. Strategy & Performance 3. Governance 4. Sustainability
Slide 5: 2024 AGM Agenda and Reference Information
2024 AGM AGENDA AND REFERENCE INFORMATION 2024 AGM Agenda Section 2 Relevant Item Proposal Type Proposal Pages 1 Routine Approve financial statements 7 2 Capital Allocation Approve Dividend 8 3 Capital Allocation Approve Buyback 10 4 Capital Allocation Approve Cancellation of shares 10 5 Remuneratio
Slide 6: Agenda
Agenda Section 1. Executive Summary Section 2. 2024 AGM Agenda i) Financial Statements and Dividend ii) Share buyback and cancellation iii) Remuneration Annexes 1. 2024 AGM Agenda 2. Strategy & Performance 3. Governance 4. Sustainability
Slide 7: Approval of Financial Statements
APPROVAL OF FINANCIAL STATEMENTS FY24: ALL-TIME HIGH RESULTS WITH REVENUES AT €3.6BN, NET PROFIT >€1.2BN, ROTE @14% 2024 AGM Agenda – Financial Statements and Dividend Section 2.i MEDIOBANCA GROUP – 12M as at June24 EPS: 27% growth to €1.53, TBVPS: flat YoY at €11.6 No. shares/ DPS: total up 26% YoY
Slide 8: Approval of Dividend
APPROVAL OF DIVIDEND TANGIBLE GROWTH AND VALUE CREATION FOR SHAREHOLDERS 2024 AGM Agenda – Financial Statements and Dividend Section 2.i FY24 DPS: up to €1.07 FY24 DPS up to €1.07 (up 26% YoY) (up 26% YoY) o/w: (€) €0.51 paid in May 2024 1,07 €0.56 to be paid in November 0,85 2024 0,66 0,75 0,47 ECB
Slide 9: Agenda
Agenda Section 1. Executive Summary Section 2. 2024 AGM Agenda i) Financial Statements and Dividend ii) Share buyback and cancellation iii) Remuneration Annexes 1. 2024 AGM Agenda 2. Strategy & Performance 3. Governance 4. Sustainability
Slide 10: Buyback and Cancellation
BUYBACK1 AND CANCELLATION €385M SHARE BUYBACK WITH CANCELLATION TO UPLIFT EPS AND DPS 2024 AGM Agenda – Share buyback and cancellation Section 2.ii €385m shares buyback1 as part of the Shareholder Cancellation up to max. 80% of the repurchased shares rem. target set in One Brand-One Culture 3Y BP ex
Slide 11: Agenda
Agenda Section 1. Executive Summary Section 2. 2024 AGM Agenda i) Financial Statements and Dividend ii) Share buyback and cancellation iii) Remuneration Annexes 1. 2024 AGM Agenda 2. Strategy & Performance 3. Governance 4. Sustainability
Slide 12: Executive Summary – Remuneration
EXECUTIVE SUMMARY 2024 AGM Agenda – Remuneration Section 2.iii FY24 – BUSINESS ACHIEVEMENTS AND REMUNERATION HIGHLIGHTS Strong start to the “One Brand-One Culture” Strategic Plan 2023-26 with its principal initiatives Record results in terms of revenues (€3.6bn – up 9% YoY), net profit (almost €1.3b
Slide 13: Remuneration Practices
REMUNERATION PRACTICES ALIGNED WITH THE INTERESTS OF ALL STAKEHOLDERS PROMOTING A STRONG PAY FOR PERFORMANCE CULTURE 2024 AGM Agenda – Remuneration Section 2.iii Mediobanca's pay practices are continuously under review, driven by best practice and feedback from stakeholders Mediobanca engages in con
Slide 14: FY24 CEO Total Remuneration Evolution
FY24 CEO TOTAL REMUNERATION EVOLUTION REFLECTING A STRONG PAY- FOR-PERFORMANCE TREND AND LONG-TERM SUSTAINABILITY 2024 AGM Agenda – Remuneration Section 2.iii CEO - FY24 STI scorecard CEO total compensation evolution (€m) KPI 9 PARAMETER WEIGHT FY23/24 ASSESSMENT 1.813 target/max 1.610 8 RORWA Banki
Slide 15: FY24 CEO Pay-for-Performance and Peers' Positioning
FY24 CEO PAY-FOR-PERFORMANCE AND PEERS’S POSITIONING 2024 AGM Agenda – Remuneration Section 2.iii The total maximum remuneration payable to the CEO is aligned with performance of both the Group itself and that of the Peer Group selected by Mediobanca Remuneration Committee, advised by WTW. The bench
Slide 16: FY25 CEO Scorecard and Paymix
FY25 CEO SCORECARD AND PAYMIX - MB GROUP GROWTH AND ESG 2024 AGM Agenda – Remuneration Section 2.iii CEO – FY25 STI Scorecard WEIGHT KPI target Δ KPI out perf. Financial KPIs 85% 75% fixed salary 85% fixed salary 2025 Paymix Vs. Budget/ RORWA Banking activities Optimization of return on RWAs allocat
Slide 17: The Long-Term Incentive Plan 2023-2026
THE LONG-TERM INCENTIVE PLAN 2023 - 2026 2024 AGM Agenda – Remuneration Section 2.iii Elements Indications Performance Evaluation Time Horizon N° 3 fiscal years from FY 2023/2024 to FY 2025/2026, consistent with Strategic Plan 23 - 26 Mediobanca CEO and GM Cluster 3 Group MRT – Key business unit man
Slide 18: Agenda
Agenda Section 1. Executive Summary Section 2. 2024 AGM Agenda i) Financial Statements and Dividend ii) Share buyback and cancellation iii) Remuneration Annexes 1. 2024 AGM Agenda 2. Strategy & Performance 3. Governance 4. Sustainability
Slide 19: Agenda: 2024 Annual General Meeting
AGENDA: 2024 ANNUAL GENERAL MEETING 2024 AGM Agenda Annexe 1 ORDINARY BUSINESS 1 Financial statements as at 30 June 2024, Board of Directors’ review of operations and external auditors’ report; report by the Statutory Audit Committee: 1.a Approval of financial statements for the year ended 30 June 2
Slide 20: Agenda
Agenda Section 1. Executive Summary Section 2. 2024 AGM Agenda i) Financial Statements and Dividend ii) Share buyback and cancellation iii) Remuneration Annexes 1. 2024 AGM Agenda 2. Strategy & Performance 3. Governance 4. Sustainability
Slide 21: A Story of Consistency, Growth and Value
MEDIOBANCA - A STORY OF CONSISTENCY, GROWTH AND VALUE, WELL POSITIONED IN THE NEW MACRO SCENARIO Strategy & Performance Annexe 2 Over the past 20Y Mediobanca has always delivered on its strategy and targets, without any capital increases, growing and reshaping over time, with robust revenue growth a
Slide 22: Specialized and Effective Business Model
SPECIALIZED AND EFFECTIVE BUSINESS MODEL FOLLOWING TEN YEARS OF GROWTH AND RESHAPING Strategy & Performance Annexe 2 MEDIOBANCA AS THE “GO-TO” BANK FOR ENTREPRENEURS AND CORPORATES Top positioning as Italian Private Investment Bank (“PIB”) Leading offering in terms of value added, sophisticated PIB
Slide 23: Three Business Plans of Significant Group Upscaling
THREE BUSINESS PLANS OF SIGNIFCANT GROUP UPSCALING BP23-26 SEEKS TO CONTINUE ON THIS PATH... Strategy & Performance Annexe 2 BP 2013-16 BP 2019-23 BP 2023-26 BP 2016-19 “One Brand – One Culture” “From Holding “Distinctive “Long-Term to Banking Growth June 24 BP 2023-26 Value Player” Group” Player” Y
Slide 24: FY24 Performance: Net Profit Up 24%
FY24 PERFORMANCE: NET PROFIT UP 24% Strategy & Performance Annexe 2 Financial results Highlights Sound FY24 results with net profit up 24% to €1,273m, driven by FY24 D 4Q24 3Q24 4Q23 revenue growth and LLPs reduction; C/I ratio and CoR under €m June24 YoY1 June24 Mar24 June23 control. ROTE at 14% an
Slide 25: Clear Growth Opportunities Ahead
CLEAR GROWTH OPPORTUNITIES AHEAD… IN A DECREASING INTEREST RATE ENVIRONMENT Strategy & Performance Annexe 2 with NII keeping its long-term upward trend Revenues growing steadily … driven by the fixed-rate CF book… (Revenues, €m) (NII and Fee income, €m) 3.8bn 2100 1.985 NII 1500 +9% 3.607 1900 1.801
Slide 26: With BP23-26 Trajectory Confirmed
WITH BP23-26 TRAJECTORY CONFIRMED Strategy & Performance Annexe 2 Cost/income ratio under control despite strong investment Asset quality confirmed as healthy in technology/talent and high regulation costs (Costs and cost/income ratio, €m, %) (Gross NPL ratio and CoR, %, bps) 10,0% 82 90 47% 47% 46%
Slide 27: Collective Growth Opportunities Realised
COLLECTIVE GROWTH OPPORTUNITIES REALISED BALANCING THE GROUP’S EXPOSURE TO DIVISIONAL RISKS Strategy & Performance Annexe 2 WM: Double-Digit Growth Driver CIB: Solid Client Business, Trading Up Trading NII - 46% Fees - 53% NII - 40% Fees - 47% 13% (WM revenues, €m, 12M) (CIB revenues, €m, 12M) +13%
Slide 28: Outperformance in Stock Market Trend in the Last Decade
OUTPERFORMANCE IN TERMS OF STOCK MARKET TREND IN THE LAST DECADE (TSR 239%) Strategy & Performance Annexe 2 10Y Market performance and Total Shareholders Return (TSR) € 18 Mediobanca = +109% / TSR: 239% 16 14 12 10 ITA banks= +24% / TSR: 79% 8 6 4 EU banks= -9% / TSR: 41% 2 0 MB 109,4% EU banks -9,2
Slide 29: Agenda
Agenda Section 1. Executive Summary Section 2. 2024 AGM Agenda i) Financial Statements and Dividend ii) Share buyback and cancellation iii) Remuneration Annexes 1. 2024 AGM Agenda 2. Strategy & Performance 3. Governance 4. Sustainability
Slide 30: Governance at Mediobanca
GOVERNANCE AT MEDIOBANCA EVOLVING FROM HOLDING COMPANY TO SPECIALIZED FINANCIAL GROUP Governance Annexe 3 Mediobanca’s governance evolved in line with the Group's strategic transformation, simplifying, strengthening and improving its positioning. The Board has continuously improved its functioning t
Slide 31: Refreshed Board with a New Mandate
REFRESHED BOARD WITH A NEW MANDATE INCREASED INDEPENDENCE AND DIVERSITY Governance Annexe 3 Board Composition Board Dynamics 2023 AGM initiated a three-year mandate of a Key leadership positions were renewed, including newly composed Board of Directors. the CEO, Chair, and the Lead Independent Direc
Slide 32: Induction and Ongoing Training Programs
INDUCTION AND ONGOING TRAINING PROGRAMS PROMOTED BY THE BOARD FOR MEMBERS OF THE GOVERNING BODIES . Governance Annexe 3 1. Governance: regulations, Articles of Association and other rules; The objective of the 2. Treasury management: ALM and FTP; induction meetings is to provide knowledge Induction
Slide 33: Proven Non-Executive Leadership
PROVEN NON-EXECUTIVE LEADERSHIP BALANCE OF EXPERIENCE AND INDEPENDENCE Governance Annexe 3 “The newly formed Board strikes a good balance between fresh perspectives and valuable continuity and proudly achieves near parity in terms of gender representation. Eighty percent of directors are independent
Slide 34: Mediobanca Board of Directors
MEDIOBANCA BOARD OF DIRECTORS FOR THE THREE-YEAR TERM 2023 - 2026 Governance Annexe 3 The Board of Directors was appointed for the 2024-26 three-year period by shareholders at the AGM held on 28 October 2023. The appointments were made on the basis of lists of candidates (Article 15 of the Articles
Slide 35: Mediobanca Board of Directors: Skills & Experience
MEDIOBANCA BOARD OF DIRECTORS SKILLS & EXPERIENCE Governance Annexe 3 Mediobanca businesses: Knowledge, including strategic, of the banking businesses in which the Mediobanca Group operates (Corporate and Investment Banking, Wealth Management, Consumer Banking) Risk Management (including environment
Slide 36: Mediobanca Board of Directors KPIs
MEDIOBANCA BOARD OF DIRECTORS KPIs Governance Annexe 3 INDEPENDENCE – 80% GENDER DIVERSITY – 47% FOREIGN MEMBERS – 33% 12 of 15 independent 7 of 15 5 of 15 as per Article member are Members are 19 of women non-Italian Mediobanca’s Articles of Association TENURE LIST OF PROVENANCE AGE 1 3 51 - 55 yea
Slide 37: BoD Committees
BOD COMMITTEES Governance Annexe 3 RISK COMMITTEE REMUNERATION COMMITTEE APPOINTMENTS COMMITTEE 100% independent members 100% independent members 80% independent members Chairman Chairman Chair Marco Giorgino Vittorio Pignatti Morano Angela Gamba Members Members Members Laura Cioli Mana Abedi Laura
Slide 38: BoD Committees
BOD COMMITTEES Governance Annexe 3 RELATED PARTIES COMMITTEE SUSTAINABILITY COMMITTEE COMMITTEE EX ART. 18 100% independent members 80% independent members 60% independent members Chairman Chairman Chairman Sandro Panizza Alberto Nagel Alberto Nagel Members Members Members Virginie Banet Virginie Ba
Slide 39: Self-Assessment of Board of Directors
SELF-ASSESSMENT OF BOARD OF DIRECTORS Governance Annexe 3 The self-assessment process represents an important opportunity for reflecting on the functioning of the BoD and the corporate governance system more generally, for evaluating its effectiveness and identifying possible improvement ASSESSMENT
Slide 40: Agenda
Agenda Section 1. Executive Summary Section 2. 2024 AGM Agenda i) Financial Statements and Dividend ii) Share buyback and cancellation iii) Remuneration Annexes 1. 2024 AGM Agenda 2. Strategy & Performance 3. Governance 4. Sustainability
Slide 41: Group Approach to Sustainability
GROUP APPROACH TO SUSTAINABILITY FROM COMPLIANCE TO STRATEGY Sustainability Annexe 4 41
Slide 42: Good Progression in Delivery ESG Targets at Group
GOOD PROGRESSION IN DELIVERY ESG TARGETS AT GROUP LONG-STANDING RESPONSIBLE APPROACH TO BANKING Sustainability Annexe 4 ENVIRONMENT CURRENT: JUNE 2024 TARGET: JUNE 2026 down 18% vs baseline Financed emissions intensity (tCO2/M€) down >20%11 (down 6% per year) NZBA new targets: oil & gas, All interim
Slide 43: Evolution of ESG Scores
EVOLUTION OF ESG SCORES LONG-STANDING RESPONSIBLE APPROACH TO BANKING Sustainability Annexe 3 MSCI Sustainalytics CDP AA B 13.5 (Low Risk) 2019 2020 2021 2022 2023 2021 2022 2023 2019 2020 2021 2022 2023 ISS ESG Moody’s ESG Index Inclusion C FTSE4Good Index Constituent of 62/100 - Mediobanca 57th Pe
Slide 44: TCFD Report FY 2023-24
TCFD REPORT FY 2023-24 Sustainability Annexe 4 Mediobanca confirmed its commitment to disclose information on its environmental impact transparently through the TCFD Report The document has been enriched to include disclosure of the first Group Transition Plan Main changes for each of the Report Pil
Slide 45: Group Transition Plan
GROUP TRANSITION PLAN Sustainability Annexe 4 Against the backdrop of European regulatory framework on sustainability issues that is continually changing, the regulator is urging financial institutions to use instruments that will enable them to set, measure and monitor their own climate targets by
Slide 46: Risk Management
RISK MANAGEMENT Sustainability Annexe 4 Lending and investment ESG risk is assessed regularly through an ESG Heatmap. It covers almost the whole of the Group’s Corporate and FIG committed lending exposure, and the majority of the whole Group’s proprietary investment exposure.1 Investment This pr
Slide 47: Metrics and Targets – Financed Emissions
METRICS AND TARGETS – FINANCED EMISSIONS Sustainability Annexe 4 The Group’s exposures1 in the following assets classes as at 30 June 2024 have been analysed, involving a total outstanding amount of €58.2bn,2 which includes exposures to Corporates, Households and Sovereign issuers. The “Financed emi
Slide 48: Metrics and Targets – Portfolio Coverage
METRICS AND TARGETS – PORTFOLIO COVERAGE Sustainability Annexe 4 The characteristics of the portfolio* analysed in the Portfolio Alignment exercise are summarized below: Total Group portfolio as at 30/6/24 89,511 % volumes (out of total €m* Sectors portfolio) Automotive 31% Power 17% Aviation 6% 4,6
Slide 49: (SDA) Net Zero Emission Targets
(SDA1) NET ZERO EMISSION TARGETS Sustainability Annexe 4 Power Automotive Baseline Intermediate % reduction Baseline Intermediate % reduction Target metric 2025 target Target metric 2025 target (2022) target (2030) 2022-30 (2022) target (2030) 2022-30 tCO2eq/MWh 0.34 0.26 0.16 53% gCO2eq/vkm 139.23
Slide 50: SDA Method: Emission Targets 2030 – Oil & Gas Sector
SDA METHOD: EMISSION TARGETS 2030 – OIL & GAS SECTOR Sustainability Annexe 4 This is the only new sector covered by the SDA method, therefore the Group has set this target with the same baseline as the other SDA targets to ensure better comparability. The trend of CO2 intensity suggested by the NZE
Slide 51: Investor Contact Details
INVESTOR CONTACT DETAILS Mediobanca Group Investor Relations Piazzetta Cuccia 1, 20121 Milan, Italy Jessica Spina Tel. no. (0039) 02-8829.860 Matteo Carotta Tel. no. (0039) 02-8829.290 Email: investor.relations@mediobanca.com http://www.mediobanca.com 52