Mediobanca S p A : BOD - 6M RESULTS FOR PERIOD ENDED 31/12/25 APPROVED

About this update from Mediobanca - Banca Di Credito Finanziario S.p.a.

Mediobanca Board of Directors' Meeting 6M results for period ended 31/12/25 6M Recurring profit above €620m, approx. ~€ 300m in last quarter Proposed dividend €0.63 (up 13% 1 ) In 6M: WM: TFAs €115bn (up 8% YoY 1 , stable in 3M) with €2.6bn in NNM in AUM in 6M CF: €4.9bn in new loans (up 12% YoY 1 ) with high profitability Revenues: €1,786m (down 3% YoY 1 ), on growth in CF and INS with WM stable, offsetting the reduction in CIB (from the outstanding levels posted in 2024) CF up 6% 1 , INS up 14% 1 , WM down 1% 1 , CIB down 20% 1 Cost/income ratio: 46% (up 3pp, 1 in part due to incentivization measures) Cost of risk: 53 bps , with €164m in overlays remaining (€25m used in 6M) Net profit: €623m (down 6% YoY 1 ) on a recurring basis , €513m after ~€110m in net one-off items Proposed DPS: €0.63 (up 13% YoY 1 ), payable April 2026 In 3M: Recovery in revenues: €918m (up 6% QoQ 2 ), with all income sources increasing Net interest income up 1% 2 on growth in CF (up 3% 2 ) Fee income up 6% 2 driven by higher fees in WM (up 17% 2 ) Cost/income ratio: 47% Cost of risk: 55 bps (with €13m in overlays used in 3M) Net profit: ~€300m (down 6% QoQ 1 ) on a recurring basis , €221m after ~€80m in net one-off items CET1 3 higher at 16.4% (up 130 bps vs June, up 60 bps QoQ 2 ) with 100% payout ratio and property revaluations (adding 70 bps in last 3M) ‌1 YoY chg: 6M to end-December 2025 vs 6M to end-December 2024. ‌2 QoQ: 3M to end-December 2025 vs 3M to end-September 2025. ‌3 CET1 fully loaded: 16.1% including the effects of CRR III fully-loaded (excluding FRTB). Chief Executive Officer and General Manager Alessandro Melzi d'Eril commented as follows: "In what is inevitably a period of transition, Mediobanca can leverage on its solid business and distinctive professionalism to prepare for a new chapter in its history, on the back of 80 years in which it has built up a wealth of trust that is unparalleled within the Italian financial landscape. Our priority in this process is investing in our people and their talent, with the aim of consolidating our position as a benchmark for entrepreneurs in all their financial needs, from growing their businesses to managing their wealth. With this determination and commitment in mind, we are ready to embark on the 2026 financial year in which we expect to see a recovery across the whole franchise". **** At a Board meeting of Mediobanca held on 9 February 2026, with Vittorio Umberto Grilli in the Chair, the Directors of Mediobanca approved the Bank's individual and consolidated results for the period (six months) ended 31 December 2025 as illustrated by Chief Executive Officer Alessandro Melzi d'Eril. From 1 January 2026, the reporting will follow the calendar year (1 January - 31 December), aligned with parent company MPS.4 Consolidated results Recurring consolidated net profit for the six months totalled €622.9m, lower than last year (down 5.6%), with ROTE of 12.8% 5 and RoRWA 5 of 2.7% (14.2% and 2.9% respectively in the twelve months ended 30 June 2025). The consolidated net profit booked for the period totalled €512.6m after one-off costs amounting to €110.3m in connection with the public exchange offers launched last year (the "Offers"), and following alignment with the accounting policies used by MPS (cf. below). In the last quarter of 2025 a net profit of €221m was earned, after non-recurring charges of €80m. The operating performance reflects the transitional stage in which Mediobanca finds itself following the changes that have occurred in the past six months, with the Bank becoming part of the MPS Group and a new BoD taking office on 28 October 2025. While lending activity was strong, both in consumer credit and corporate financing, the last three months in particular reflect weak flows in WM due to bankers' exits, and a performance in CIB advisory business that was below the record results posted last year. The launch of incentivization and retention measures in both WM and CIB towards the end of the six-month period, which are set to continue into 2026, drove a temporary increase in the consolidated cost/income ratio , which stood at 46% for the six months (up 3 pp YoY; 47% in 3M, up 3 pp QoQ). The commercial performance for the six months under review reflects the following highlights: ‌4 Since Banca Monte dei Paschi di Siena S.p.A. acquired a controlling interest in Mediobanca S.p.A., the latter no longer qualifies as parent company under the regulations in force. Accordingly, as of 15 September 2025, the Mediobanca Group was removed from the register of banking groups, Mediobanca became subject to the direction and co-ordination of Banca Monte dei Paschi di Siena, and it, along with all the companies controlled by it, became part of the Monte dei Paschi di Siena Banking Group. At present Mediobanca continues to disclose its quarterly reporting in the form of a press release on a consolidated basis, for the scope corresponding to the former Mediobanca Group, in accordance with the provisions of Article 27 of Italian Legislative Decree 127/1991, which confirms that such an obligation continues to apply to those subsidiaries that have issued financial instruments admitted to trading on regulated Italian or EU markets. ‌5 Calculated based on annualized adj. profit. Increase in lending volumes (with the loan stock rising from €54.3bn to €55.9bn), in particular in Consumer Finance (new loans €4.9bn; up 12% YoY, loan stock €16.7bn, up 7% YoY) and Corporate Lending (loan stock €20.9bn; up 1% YoY); TFAs totalled €115.3bn (up 3% in 6M, stable vs €115.9bn at end-September 2025). More than half the €3.8bn increase in 6M is due to the market effect, which added €1.8bn, while NNM of €1.4bn was below the contribution seen in recent 6M periods (2H 2024: €4.8bn; 1H 2025: 6.2bn); the performance was particularly weak in the final three months, with the division posting net outflows of €1.1bn, primarily in the domestic Private Banking segment (which reported €1.4bn outflows), but with a reduction in Premier Banking as well (NNM €205m, vs €1.1bn in the first quarter of the reporting period); Softer performance in Investment Banking , due in part to certain deals (in particular international ones) being postponed until 2026 and penalized by an unfavourable comparison base with the record performance in Advisory business reported at end-2024 (due to the contribution of Arma Partners plus several big tickets reported by Mediobanca). The various income sources reflected the following performances: Net interest income totalled €961.9m, reflecting health resilience compared to last year (€978.9m), despite the significant reduction in market interest rates (avg. Euribor 3M: 126 bps YoY) and the narrowing commercial spreads in the Large Corporate and Mortgage Lending segments; the last three months showed a slight recovery compared to the previous quarter, with NII of €483.4m (vs €478.5m), on higher average volumes and with the lending/funding gap stabilizing. In particular, the return on assets declined in the six months (ROA: 5.12%, down 59 bps YoY; up 5 bps QoQ) despite a strong performance in Consumer Finance. Conversely, the cost of funding was more resilient (COF: 2.16%; down 37 bps YoY; down 8 bps QoQ), in Wealth Management especially (COF: 1.45%; down 42 bps YoY; down 17 bps QoQ), reflecting the promotions launched in the Premier segment and exceptions granted in Private Banking. Looking at the figures by division, Consumer Finance saw NII increase from €557.4m to €600.9m (up 7.8% YoY; up 2.6% QoQ), boosted by higher volumes (up approx. €670m); CIB posted an increase from €161.6m to €170m (up 5.1% YoY; up 1.4% QoQ), on a higher contribution from the Markets division; NII earned from Wealth Management operations fell from €204.2m to €190m (down 7% YoY; up 3% QoQ); while Treasury management recorded net interest expense of €7.2m, reflecting the reduction in market interest rates; Net fee and commission income totalled €477.8m, reflecting a recovery in the last quarter (up 5.7% QoQ, to €245.5m) , which, however, was not sufficient to bridge the gap versus last year's six-month performance (down 13%). Looking at the results by business, Wealth Management reported an increase, posting fees of €276.6m (up 2.3% YoY; up 16.6% QoQ), following a healthy performance in management fees earned by the distribution networks (which grew from €158.7m to €181.2m; up 14% YoY; up 1.1% QoQ), with higher average AUM versus stable margins (98 bps); conversely, upfront fees decreased to €36.5m (down 27% YoY; up 48% QoQ), being more closely linked to the Private Banking segment (€12.1m; down 54%), and despite a recovery in the final quarter (€7.2m, vs €4.9m); while banking fees contributed €58m (up 12.4% YoY; up 5.4% QoQ). Asset management activities contributed fees totalling €51m (up 27% YoY), which includes the year-end performance for holdings in funds (€13.2m) concentrated at Polus Capital. CIB posted lower fees of €146.4m (down 34% YoY, down 7% QoQ), despite stable lending activity, due to normalization of the contributions from Arma Partners and Mediobanca's Advisory business this year, after last year's exceptional results: last year the former posted fees of €80.8m (compared with €43.4m this year), and the latter fees of €78.3m (compared to €42.3m). The contribution from Consumer Finance was also lower, at €77.2m (down 4% YoY and down 4% QoQ), reflecting the increase in rappel fees payable; Net treasury income totalled €69.9m (€42.7m in the final quarter), with CIB contributing €40.9m, dividends and other income from Principal Investing totalling €16.5m, and Treasury management adding €8.6m; The contribution from Assicurazioni Generali accounted for using the equity method totalled €272.7m (up 20.3% YoY), with a higher contribution for the last quarter (€143.9m, vs €128.7m), reflecting an improved performance in all business sectors, Non-Life insurance in particular, which was boosted by the reduced percentage of claims related to natural disasters; the other IAS 28 investments contributed €3.7m (€3.6m). Operating costs rose from €782.8m to €816.2m (up 4.3% YoY), with an acceleration in the final quarter (up 14.1% QoQ, to €434.9m), due to the normal resumption of activities following the summer break, plus the key staff retention measures implemented; labour costs rose by 4.5% (to €438.1m) on a headcount which consists of 5,533 staff, stable in the three months; while the increase in administrative expenses was more limited, up 3.9% (to €378.1m), linked to investments in technology and growing retail volumes. The consolidated cost/income ratio stood at 45.7% (vs 42.3% twelve months previously, and vs 43.9% in the first quarter). At the individual business line level: operating costs attributable to Wealth Management totalled €335.6m (up 6.5% YoY and up 10.5% QoQ); those attributable to CIB totalled €198m (up 1.5% YoY, up 25.1% QoQ), and those associated with Consumer Finance amounted to €204.5m (up 4.7% YoY, up 7.8% QoQ); while the costs incurred by the Holding Functions totalled €77.4m (vs €77.5m at end-December 2024, up 15% QoQ), with the central units component accounting for 6.5% of the total consolidated costs (vs 7% last year). Loan loss provisions totalled €144.8m (up 8.5% YoY, up 9.2% QoQ to €75.6m) , and refer almost entirely to Consumer Finance (€143m up 5.1% YoY, stable QoQ: €71.3m, vs €71.7m). The Group's cost of risk was equal to 53 bps (3 bps higher than last year; 9 bps higher than for the twelve months ended 30 June 2025 which, however, also included non-recurrent recoveries from models), with limited use of overlays (€25.6m in 6M and €12.9m in 3M, with the remaining stock now €164.1m), virtually all of which attributable to Consumer Finance, for which the COR stood at 175 bps (down 2 bps YoY; up 2 bps HoH). The contribution from the other business lines was virtually nil, with the minor provisions taken in both Corporate and Investment Banking (€5.1m, €3.7m of which for Specialty Finance) and Wealth Management (€0.7m), offset by net writebacks in respect of the leasing portfolio being disposed of (which added €4m). Value adjustments for financial and non-financial assets (down €1m) include the effects of the properties owned by the Bank being recognized at fair value in accordance with IAS 40 (adding €1m), plus approx. €2m in adjustments for banking book securities. Other gains and losses, which reflect a net loss of €4.5m, chiefly regard the one-off payment made to the national resolution fund made in December 2025 (€2m) plus the effect of the actuarial adjustment made to the contingent liabilities (€2.6m, mostly related to Arma Partners). The share of the profits attributable to the partners of Arma Parters, which amounts to €10.8m, is included in the calculation of minority interest (€13.5m). Non-recurring costs of €133.2m were booked for the six months (€110.3m net of tax), €88m of which (gross; €81m net) for the three months. This amount consists of: €63.5m attributable to the writedown of intangible assets charged in the final quarter in accordance with IAS 36 on goodwill and brands, recorded following the impairment process, for two non-Italian subsidiaries, based on a prudential approach to valuing their long-term perspectives; €52m in costs directly or indirectly attributable to the Offers (€7m of which in 3M) , and include the final payments in connection with the financial and legal advisory services and other direct expenses linked to the MPS and Banca Generali transactions (€25.3m), those in relation to the Mediobanca share-based payment schemes, the extended insurance coverage for Directors' liability, and other contractual clauses that have been triggered; €18m in severance paid to senior management who have left the Bank or who with whom negotiations to leave were at an advanced stage (including direct legal costs) at end-December 2025. Regarding the acceleration of the performance share schemes, it should be noted that following the disclosure of the final results of the public exchange offer launched by Banca Monte dei Paschi di Siena (11 September 2025), which confirmed the change of control for Mediobanca, the changes to the Long-Term Incentive Plan 2023-26 and the Performance Share schemes approved by the Board of Directors of Mediobanca at the meeting held on 26 June 2025 became effective. Therefore all plans were closed early, and a total of 6,122,932 shares were converted into a cash amount of €122m (the impact of which has been fully booked to profit and loss or recognized in net equity for the period under approval), corresponding to the average value of the Mediobanca share price calculated during the BMPS Offer Period (€19.9216). Conversely, Mediobanca is thus released from the commitment to deliver 6.1 million shares to employees already recognized in the accounts as treasury shares.6 * * * On the balance-sheet side, total assets amounted to €106bn (30/6/25: €104bn; 30/9/25: €105bn), with the main items reflecting the following performances: Customer loans rose to €55.9bn (up 2.8% vs end-June 2025, up 2.6% vs end-September 2025), driven by growth in Consumer Finance (€16.7bn, up 3.8% vs end-June 2025, up 2.2% QoQ), and the recovery in Corporate and Investment Banking (€20.9bn, up 3.7% vs end-June 2025, up 5.4% QoQ), impacted positively by the Large Corporate segment (€17.5bn, up 2.9% vs end-June 2025, up 3.2% QoQ) and by Specialty Finance (€3.4bn, up 7.7% vs end-June 2025, up 18.4% QoQ); the total also increased slightly in Wealth Management (€17.8bn, up 1.2% vs end-June 2025, up 0.2% QoQ); The banking book securities portfolio was more or less stable , reflecting a total value of €12.3bn, split between the HTC&S portfolio (€4.9bn), the HTC portfolio (€6.5bn), and securities designated as Fair Value Options (€0.9bn). Government securities make up around three-quarters of the banking book, for a total of €8.3bn, with an average duration of 2.9 years. Of these, €5.7bn consist of Italian sovereign bonds (with an average duration of two years). The OCI reserve remained at €68.4m, while the unrealized gains on the HTC portfolio rose to €127.9m; Net treasury assets decreased to €7.8bn (30/6/25: €10.7bn; 30/9/25: €10.9bn) due to the gradual use of the excess liquidity accumulated at the end of the previous financial year. Cash, current accounts and liquid assets held with the ECB totalled €2.2bn. Overall the liquidity indicators were once again fully in line with the regulatory requirements currently in force; ‌6 In accordance with the international financial reporting standards (IFRS 2), the component originally calculated at the date on which the shares were allocated that had not already been recognized as a cost has been taken to profit and loss account, resulting in a gross impact of €19m, while the difference between the original value and fair value (€71m) has been taken through other comprehensive income, along with the relevant social security contributions; all items are deductible for tax purposes. The overall impact of the transaction is just over €100m. The conversion of the performance shares into cash releases Mediobanca from the obligation to retain 6.1 million shares already booked to the Bank's accounts as treasury shares to be paid to staff (6.7 million shares booked to the negative reserves in an amount of approx. €103m, with a current value of approx. €124m).

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