Mediobanca - Banca Di Credito Finanziario S.p.a.MIL: MB

Financial document (mediobanca bilancio 2026 eng 1)

· Issued by Mediobanca - Banca Di Credito Finanziario S.p.a.

Annual Accounts and Report

as 31 December 2025





LIMITED COMPANY SHARE CAPITAL € 444,680,575

HEAD OFFICE: PIAZZETTA ENRICO CUCCIA 1, MILAN, ITALY

REGISTERED AS A BANK

PART OF BANCA MONTE DEI PASCHI DI SIENA BANKING GROUP



Consolidated Financial Statements Mediobanca

As at 31 December 2025

Mediobanca S.p.A. Banca di Credito Finanziario Registered Office: Piazzetta Enrico Cuccia, 1 - Milan, Italy Tel. +39 02 88291 - Fax +39 02 8829.550

Enrolled in the Bank of Italy Register of Banks as No. 4753 Part of Monte dei Paschi di Siena Banking Group

Enrolled in the Register of Banking Groups with ABI code No. 1030

Subject to the management and coordination of the Parent Company Banca Monte dei Paschi di Siena S.p.A. http://www.mediobanca.com;

Tax identification number and Milan-Monza-Brianza-Lodi Companies' Register Enrolment No. 00714490158

V.A.T. No. 10536040966

Share capital €444,680,575

Member of the Interbank Deposit Guarantee Fund and the National Guarantee Fund Ordinary shares listed on MTA Market

This document, in PDF format, does not constitute the fulfilment of the obligations laid down in Directive 2004/109/EC ("Transparency Directive") and in Delegated Regulation (EU) 2019/815 ("ESEF Regulation" - European Single Electronic Format) for which a special XHTML format has been developed.

https://www.mediobanca.com

translation from the Italian original which remains the definitive version

BOARD OF DIRECTORS

Term of office

Vittorio Umberto Grilli

Chairman

2027

Sandro Panizza

Deputy Chairman

2027

Alessandro Melzi d'Eril

Executive Director and General

2027

Paolo Gallo

Manager

Director

2027

Massimo Lapucci

Director

2027

Tiziana Togna

Director

2027

Giuseppe Matteo Masoni

Director

2027

Federica Minozzi

Director

2027

Donatella Vernisi

Director

2027

Andrea Zappia

Director

2027

Ines Gandini

Director

2027

Silvia Fissi

Director

2027

BOARD OF STATUTORY AUDITORS

Mario Matteo Busso

Chairman

2025

Elena Pagnoni

Standing Auditor

2025

Ambrogio Virgilio

Standing Auditor

2025

Angelo Rocco Bonissoni

Alternate Auditor

2025

Anna Rita de Mauro

Alternate Auditor

2025

Vieri Chimenti

Alternate Auditor

2025

Secretary of the Board of Directors

Financial Reporting Officer

Massimo Bertolini Emanuele Flappini

***

Table of Contents Mediobanca Consolidated Review of Operations as at 31 December 2025 7

Sustainability Report as at 31 December 2025 61

Consolidated Financial Statements 229 Notes to the Consolidated Accounts 238

Part A - Accounting Policies 241

Part B - Information on the Consolidated Balance Sheet 290

Part C - Information on the Consolidated Profit and Loss Account 342

Part D - Consolidated comprehensive income 358

Part E - Information on risks and related hedging policies 359

Part F - Information on consolidated capital 439

Part G - Combinations Involving Group Companies or Business Units 445

Part H - Related-Party Transactions 446

Part I - Share-based payment schemes 450

Part L - Segment Reporting 453

Part M - Disclosure on Leases 459

Declaration by Financial Reporting Officer 462

Report of the Independent Auditing Firm 465

Report of the Independent Auditing Firm on the Consolidated Financial Statements 466

Report of the Independent Auditing Firm on the Sustainability Report 481

Accounts of the Bank 487 Review of the Bank's operations as at 31 December 2025 488 Mediobanca S.p.A. Financial Statements 506 Notes to the accounts 515

Part A - Accounting Policies 518

Part B - Information on the Balance Sheet 572

Part C - Information on the Profit and Loss Account 609

Part D - Consolidated comprehensive income 622

Part E - Information on risks and related hedging policies 623

Part F - Information on capital 679

Part G - Combinations Involving Group Companies or Business Units 685

Part H - Related-Party Transactions 686

Part I - Share-based payment schemes 689

Part M - Disclosure on Leases 691

Declaration by Financial Reporting Officer 694

External auditors' report 696

Annexes 709

Parent Company 710

A - Breakdown, pursuant to Article 10 of Law No. 72 of 19 March 1983,

of assets held by the Group for which revaluations were made 711

B - Balance sheets and income statements of investments

in Group undertakings (including indirect investments) 712

C - Associated undertakings: balance sheets and income statements

(as required under Article 2359 of the Italian Civil Code) 753

D - Fees paid for auditing and sundry other services 762

Consolidated Financial Statements: reconciliation of reclassified

Statements with Bank of Italy Circular no. 262/2005 Statements 762

Parent Company's Individual Financial Statements: reconciliation of reclassified Statements with Bank of Italy Circular no. 262/2005 Statements 769

Glossary 772

Mediobanca Consolidated Review of Operations

as at 31 December 2025

Mediobanca Consolidated Review of Operations

Following the Public Purchase and Exchange Offer concluded last September, Mediobanca Banca di Credito Finanziario S.p.A. (hereinafter, "Mediobanca S.p.A.", "Mediobanca", the "Company" or the "Bank") and its subsidiaries became part of the Monte dei Paschi di Siena Group, which carries management and coordination activities over Mediobanca S.p.A. and its subsidiaries.

In this connection, the shareholders of Mediobanca, gathered at the Annual General Meeting held on 28 October 2025, reappointed the Bank's Board of Directors, appointing twelve members, all taken from the single list submitted by Banca Monte dei Paschi di Siena S.p.A. Furthermore, at an extraordinary general meeting held on 1 December 2025, shareholders adopted a resolution to change the financial year of Mediobanca S.p.A. to make it the same as that of the parent company, namely 31 December.

Accordingly, the data reported in these financial statements refer to a six-month period going from 1 July 2025 (the closing date of the latest approved financial statements being 30 June 2025) to 31 December 2025. In this review of operations, to provide a better understanding of the performance of Mediobanca and its subsidiaries, the profit and loss data at 31 December 2025 are compared with the figures for the six-month period ended 31 December 2024. This approach was necessary following the Company's adoption of the new financial year (from 30 June to 31 December). A comparison between the profit-and-loss figures at 31 December 2025 and those at 30 June 2025 would not have provided a true representation, as the comments would have regarded comparisons of six-month data with twelve-month data. The balance sheet figures at 31 December 2025, however, are compared with those at 30 June 2025.

In order to provide more timely, up-to-date, and accurate information on the valuation of real estate properties held by Mediobanca and its subsidiaries and to align with the Parent Company's accounting standards, the fair value measurement method was optionally adopted for the valuation of properties (whether core operating or investment properties), replacing the cost method. This represented the only significant change. This adjustment resulted in a significant increase in the carrying amount of property, plant and equipment, which, in accordance with applicable accounting provisions, was almost entirely recognized in net equity, with an impact of €410.9m1.

In the six months under review, a net profit of €512.6m was earned, substantially below that reported in the same period one year previously (31/12/24: €660.4m) and in the first half of the 2025 calendar year (€671.1m), mostly due to non-recurring costs of €110.3m (€133.2m gross of the tax effect where applicable). Of this amount, €63.5m refers to the writedown of intangible assets charged 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 longterm prospects. The other €46.8m (€69.7m gross of the tax effect) are costs directly or indirectly attributable to the extraordinary transaction involving MPS, and include the final payments for financial and legal advisory services and direct costs (advertising) in relation to the MPS and Banca Generali offers (the transaction with the latter that has not been finalised), plus the impact of

1 Of this amount, €233.9m arose from the adoption of IAS 16 and €177m from the adoption of IAS 40 (specifically, CMB's real estate assets for €113.2m).

events related to the change of control on earnings (notably the acceleration and cash conversion of the Mediobanca share-based compensation schemes, severance payment for senior management, and the accelerated exit of Messier & Associés minority shareholders from their investment).

Net profit, even with the one-off items stripped out (€622.9m), was still 5.6% lower than last year, and 7.1% lower on 1H 2025; the corporate events in the last months impacted on performance both in terms of revenues (down 3.5% YoY, in particular fees, which were down 13% YoY), and required the adoption of measures to prevent staff exits, which, coupled with the trend in current operations, increased the trajectory in terms of costs (up 4.3% YoY), in the final quarter especially. The cost/income ratio (hereinafter also referred to as "C/I") rose to 45.7%, with the cost of risk virtually stable at 53 bps. RoRWA2, calculated based on the normalized profit, remained stable quarter-on-quarter at 2.7%, albeit lower than at end-June 2025 (2.9%), reflecting the increase in RWAs in the quarter, incorporating the effects of the property revaluations (which added approx.

€500m); conversely, the CET1 ratio increased to 16.4%, also as an effect of the asset revaluation which, however, impacted negatively on the trend in ROTE (down from 14.2% to 12.8%).

In view of the results for the period, the Board of Directors has decided to propose the distribution of a €0.63 per share dividend to shareholders at the Annual General Meeting to be held shortly.

A healthy commercial performance was delivered in terms of lending volumes, with the loan stock increasing from €54.3bn to €55.9bn, in Consumer Finance (new loans €4.9bn; up 12% YoY), Corporate Lending (customer loans €20.9bn; up 1% YoY), and Mortgages (loan stock €13bn; up 1.2%), on new loans of €736.1m in six months which offset the reduction in margins due to the interest rate trend and strong competition. By contrast, the performance in Wealth Management was impacted by some bankers leaving the company, with asset outflows concentrated in the later months, and the slowdown in recruitment of new professionals. However, financial markets drove up loan asset and share valuations: the stock of TFAs totalled €115.3bn, up €3.2bn in the six months, more than half of which due to the market effect (which added €1.8bn), with the contribution from NNM (€1.4bn) well below expectations and far lower than in recent half-year periods (2H 2024: €4.8bn; 1H 2025: €6.1bn); the performance was even weaker in the final quarter, with outflows of €1.1bn recorded, in domestic Private Banking in particular (€1.4bn outflows), but with significant reductions recorded also in Premier Banking (NNM

€205m, compared with €1.1bn in the previous quarter). Investment banking activity for the six months reported lower business volumes compared to the record levels posted last year in advisory business, in part as a result of some deals on international markets being postponed.

Consolidated revenues totalled €1,786m, down 3.5%, in part influenced by seasonal factors; the main income items performed as follows:

  • Net interest income totalled €961.9m, resilient compared to last year (€978.9m), despite the significant reduction in market interest rates (avg. Euribor 3M: down 126 bps YoY) and tightening commercial spreads in the Large Corporate and mortgage lending segments; the return on assets (ROA: 5.12%, down 135 bps YoY; stable QoQ) was buoyed by the resilience in Consumer Finance (ROA: 9.14%, down 73 bps YoY, flat QoQ). Conversely, the cost of funding was more resilient (COF: 2.37%; down 93 bps YoY; stable QoQ), in Wealth Management especially (COF: 1.37%; down 44 bps YoY; down 17 bps QoQ), which, in order to keep the stock at €30bn, launched promotions in the Premier segment and granted exemptions in Private Banking. Breaking the figures down by individual area, net interest income in Consumer Finance rose from €557.4m to €600.9m (up

    2 RORWA - Return on Risk Weighted Assets: calculated as the ratio between adjusted net profit and risk weighted assets.

    7.8% YoY; up 2.6% QoQ), absorbing the reduction in profitability through higher volumes (up approx. €670m); NII in CIB rose from €161.6m to €170m (up 5.1% YoY; up 1.4% QoQ), due to the increased contribution from interest-earning assets in the Markets division due to the growth in the Certificates business and the expansion of the ABS portfolio, which offset the sluggish loan volumes (concentrated in the first quarter); net interest income earned by Wealth Management decreased from €204.2m to €190m (down 7% YoY; down 3% QoQ) due to the trend in assets, which reflect decreasing volumes and lower profitability (ROA: 2.83%; down 131 bps YoY; down 5 bps QoQ); treasury management generated a modest amount of net interest expense (down €7.2m), reflecting the reduction in market interest rates, the resilient cost of funding in WM referred to above, absorbed as part of funds transfer pricing, and the reduced gains on investments in sovereign debt (the BTP/Bund spread in particular reached its lowest level for ten years);

  • Net fee and commission income totalled €477.8m, reflecting a positive recovery in the final quarter (up 5.7% QoQ), which, however, was not sufficient to make up the gap compared to last year (down 13% YoY), when the performance in investment banking was outstanding. Wealth Management3 contributed fees of €276.6m (up 2,3% YoY; up 16,7% QoQ), following a good performance in management fees (which rose from €158.7m to €181.2m; up 14% YoY; up 1.1% QoQ), on higher average AUM with margins resilient (stable at 98 bps); conversely, upfront fees of €36.5m were down 27% YoY (but up 49% QoQ), as they were more affected by the current trend, in the Private Banking segment in particular (€12.1m; down 54% YoY, albeit recovering in the final quarter: €7.2m, versus €4.9m); while banking fees totalled €58m (up 12.4% YoY; up 5.4% QoQ). Fees from asset management activities totalled €51m (up 29% YoY), also taking into account the year-end performance for holdings in funds (€12.5m) concentrated in Polus Capital. Investment banking activities and corporate services4 generated fees of €105.1m, considerably below last year's figure (€174.7m), with both Arma Partners and Mediobanca reporting barely over half last year's performances (Arma Partners: €43.4m, vs €80.8m last year; Mediobanca:

    €42.3m, vs €78.3m last year). Lending activity5 generated fees of €119.75m (down 7% YoY; up 9% QoQ). Looking at the results by business line, fees earned by Wealth Management rose to

    €276.6m; up 2.3% YoY; up 16.7% QoQ), but decreases were reported in CIB (€146.4m; down 34% YoY, down 7% QoQ) and in Consumer Finance (€77.1m; down 4% YoY, down 6% QoQ);

  • 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; In detail, the performance reported by the Markets Division (€23.8m), driven by operations in certificates and other client investment solutions, reflects a positive contribution from equity trading (adding €32.1m), against net losses in fixed-income trading (€8.3m) which, however, were more than offset by the increased contribution to net interest income (up 11.2% YoY, to €63.1m). Treasury management (which generated income of €8.6m), absorbed the volatility recorded by the trading book - which was impacted by the narrowing credit spreads - through gains on the banking book (€25.1m), without affecting the stock of FVOCI reserves (which were in positive territory at €68.4m as at end-December 2025) or the unrealized gains on HTC securities (€127.9m);

  • The equity-accounted contribution of Assicurazioni Generali amounted to €272.7m (+20.3% y/y) with an increasing quarterly contribution (€143.9m in the October-December 2025 period versus €128.7m in the July-September 2025 period), which reflects improved performance in

3 Recurring fees WM franchise: this includes management fees (including the component accounted for by the product factories), banking fees, upfront and advisory fees from distribution (Mediobanca Premier, CMB Monaco, Mediobanca Private Banking).

4 Investment banking and corporate services: includes Corporate Finance and ECM.

5 Lending activity includes retail credit operations (consumer credit) and Large Corporate (including leasing and factoring).

all business sectors, particularly in the Non-Life business which benefited from a lower impact of natural disasters; 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), due to the normal resumption of activities following the summer break, plus the key staff retention measures implemented; labour costs rose by 4.5% YoY (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 technology6 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), and refer almost entirely to Consumer Finance (€143m; up 5.1% YoY, stable QoQ): €71.7m, vs €71.3m). The consolidated 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, reflected significant writebacks following the application of the new ECL models) with limited use of overlays (€25.6m, with the remaining stock now €164.1m), virtually all of which is 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).

Starting from this year, valuations of other financial and non-financial assets include the effects of properties being recognized at fair value pursuant to IAS 40 (which added €1m), in addition to the approx. €2m in adjustments to banking book securities, the majority of which is attributable to a senior securitization tranche being reclassified as UTP; while the combined valuations of holdings in investment funds based on the most recent available NAV was virtually nil.

Other gains and losses reflect a loss of €4.5m, and regard the one-off payment made to the national resolution fund in December 2025 (€2m), plus the effect of the actuarial adjustment made to the contingent liabilities (€2.6m, mostly related to Arma Partners); the negative non-recurring effects (which amounted to €17m) in relation to provisioning (€10.7m, €7.7m of which regarding potential disputes with Consumer Finance clients, and €3m staff exit provisions in leasing), plus other contingent liabilities (€6.3m, due to operating losses and the resolution of certain disputes) were offset by extraordinary income (which added €16.7m) attributable to the release of deferred tax liabilities (DTL) on trading items following the application of IAS 39 for which the assessment deadlines had passed7 (adding €10m), and a fine charged to Compass by the Italian competition authority being returned to the company (adding €5m).

6 Includes depreciation and amortization charges for software and hardware, run IT costs and project expenses.

7 The deferred tax payable in respect of HFT securities was recorded in the balance sheet for FY 2006-7, in conjunction with the transition to IAS/IFRS, calculating the aggregate difference between the accounting and tax values for the entire trading portfolio. In order to ensure that the potential tax charge was represented correctly in the accounts, the Bank decided to retain the entire amount of the DTA/DTL recorded in the balance sheet, until such time as the deadline for tax assessment had passed. On prudential grounds, a time horizon based on ownership of ten years was assumed for tax purposes. Based on this assumption, it is possible to state that no HFT instrument recorded in the balance sheet as at 30 June 2006 was still held by the Bank after 30 June 2016. FY 2015-16 was therefore the final accounting period in which possible reversals of temporary differences could have occurred.

Extraordinary expenses (€69.7m; €46.8m after taxes), on the one hand, concerned charges (€25.3m) incurred for the activities related to the BMPS Public Purchase and Exchange Offer and Public Exchange Offer for the acquisition of Banca Generali (taking into account that nearly all the advisors' mandates required a joint management of both transactions) and, on the other, concerned costs arising from the change of control (€49m): the early closure and cash conversion of the performance share plans (€18.8m), the severance payments to outgoing top managers or managers with whom advanced discussions were underway at the end of December (€18m, including direct legal costs), and the liquidation of the minority shareholders of Messier&Associés (€5.25m).

Regarding the early termination and cash conversion of Performance Share plans, it should be noted that, after the completion of the MPS Public Purchase and Exchange Offer and related change of control, the conditions set out in the Board of Directors' resolutions for the early termination of the 23-26 Long Term Incentive (LTI) and Employee Stock Ownership (ESOP) plans and the cash conversion of all performance shares yet to be delivered to employees under the related plans (including the aforementioned 23-26 LTI plan) were satisfied. The shares will be valued at the average share price during the Offer period (i.e. €19.92 per share), for a total amount of €122m. This amount will be paid to employees according to the original deferral and holding schemes, as per ECB regulations for material risk takers; a discounting effect was applied to this amount (calculated at approximately €8m at 30 September 2025, and reduced by €1m at the end of December). In accordance with accounting rules and taking into account the substantial change in vesting conditions,8 the unrecognized component of the cost originally identified upon the award (gross cost of €18.8m)9 was recognized through profit or loss, while the difference between the original value and fair value was recognized in net equity (€71m) together with the portion of social security contributions (€23m) related to the transformation from share-based payment to cash payment. All items are tax deductible, resulting in a benefit of approximately €35m.

The ESOP 23-26 Plan was closed early and the number of matching shares was accounted for on a final basis, considering that all key indicators and gateways had been met (baseline 30 June 2025). 141,160 shares (4 matching shares for every 10 shares purchased) were therefore delivered, drawn from treasury shares in the portfolio, to all employees who at that date still held the shares originally purchased.

In accordance with market practices and implementing existing contractual provisions, the LTI 23-26 Plan was closed early and finalized at the notification date of the final data of the Public Purchase and Exchange Offer (September 11), having fully satisfied the gateway conditions (baseline 30 June 2025). The number of shares assigned was lower than the total number allocated (1,346,824 against 2,177,135) to take into account the actual days of Plan duration and targets achieved, conventionally measured as 85% of the maximum KPI target).

The performance shares being converted into cash "released" 6.1 million shares already booked to the Bank's accounts as treasury shares (6.7 million), which are now freely available (the equity reserve is currently in negative territory at minus €103m), and whose current value of approx. €113m (€110m as at end-September) offsets the net overall effect of the transaction.

The severance costs included the agreements signed on 4 December 2025 for the termination of the employment of Alberto Nagel, previously Chief Executive Officer, and Francesco Saverio Vinci, previously Group General Manager, on the terms approved by the Board of Directors of Mediobanca as disclosed in the press release issued on 5 December 2025.

8 Certain conditions for the award of deferred remuneration were changed in compliance with regulatory provisions.

9 Accounted for in the first quarter of the financial year, plus a discounting effect of approximately €1m.

***

On the balance-sheet side, total assets amounted to €106bn (30/6/25: €104.2bn).

In order to provide more timely, up-to-date, and accurate information on the valuation of real estate properties held by Mediobanca and its subsidiaries and to align with the Parent Company's accounting standards, the fair value measurement method was optionally adopted for the valuation of properties (whether core operating or investment properties), replacing the cost method. This represented the only significant change. The alignment resulted in the recognition of higher values for €572m (€411m after the tax effect), which includes €329m (€235m) relating to IAS 16 properties and €244m relating to IAS 40 properties (€176m); as required by IAS 8, the value of core operating properties was written up on a forward-looking basis, i.e. the higher value recognized at 31 December 2025 was recorded as a balancing entry in a net equity reserve, while for investment properties (IAS 40) it was necessary to apply the standard retroactively from 1 July 2024, i.e. the opening day of the comparative financial year ending 30 June 2025, thereby generating a reserve of €243m (at 30 June 2025); the profit and loss account for the half-year includes the upward adjustment accrued in the period (€1m) and the reversal of depreciation (€0.8m).

It should also be noted that Mediobanca and its subsidiaries discontinued cash flow hedges, amounting to approximately €4.9bn in notional value, and replaced them with macro relationships pursuant to Article 81A of IAS 39. This transaction, which aligned the hedging relationships of Mediobanca and its subsidiaries with the parent company MPS, had no impact through profit or loss and helped streamline operations and further reduce Mediobanca's sensitivity to rates.

The other asset headings reflected the following performances:

  • Customer loans totalled €55.9bn (2.8% higher than at end-June 2025), driven by an increase in Consumer Finance (up 3.1% QoQ, from €16.1bn to €16.7bn), and by a recovery in Corporate and Investment Banking which posted growth of 3.7% (from €20.2bn to €20.9bn), reflecting positive performances in Large Corporate (up 2.9%, from €17bn to €17.5bn) and Specialty Finance (up 7.7%, from €3.2bn to €3.4bn); there was also a slight increase in Wealth Management (up 1.2% to

    €17.8bn), with the share attributable to Mediobanca Premier equal to approx. €13bn, and customer loans in Private Banking of €4.8bn, €3.3bn of which attributable to CMB Monaco (up 5.9%);

  • 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 (€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 funds fell from €10.9bn to €7.8bn, due to gradual use of the liquidity accumulated at the end of the previous financial year, as a result of strong pre-funding activity. This trend is reflected also in the stock of deposits (including repos, collateral and other short-term trades), the difference on which decreased from a surplus of €1.2bn to a shortfall of €3.3bn. 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;

  • Total funding amounted to €70.8bn, an increase of €0.2bn in the six months, with a debt security stock totalling €31.2bn, deposits of €30.3bn, and higher interbank funding of €9.2bn

    (up €0.7bn in the six months, up €0.4bn in the final quarter), the majority of which secured. In the six months bond redemptions totalled €3.8bn (including a recalled €250m subordinated Tier 2 bond), offset by new issuance totalling €3.4bn, including covered bonds of €1.2bn (Euribor 3M +58 bps), senior preferred bonds worth €0.6bn (Euribor 3M +104 bps), and placements on third party banking networks totalling approx. €0.4bn (Euribor 3M +96 bps). Thus the average cost of funding fell to 2.37%, with the spread on the debt security component stable at 116 bps; the external cost of deposits was 1.37%, down 26 bps YoY, in a scenario which reflects increasing competition driven by strong demand for the WM channel.

    Total Financial Assets10 totalled €115.3bn (compared with €112.1bn at end-June 2025 and

    €115.9bn at end-September 2025), with the share represented by AUM equal to €53.9bn (up 1.3% QoQ and up 11.8% YoY) and by AUA of €31.1bn (down 1.5% QoQ and up 2.3% YoY). Net New Money (NNM) decreased QoQ, by €1.1bn, due to the outflows from Mediobanca Private Banking already referred to (€1.4bn), taking the figure for the six months to an inflow of €1.4bn; AUM reflected positive NNM overall (up €0.5bn in 3M, up €2.6bn in 6M), while AUA reduced (outflows of €814m and €1.1bn respectively), as did deposits (outflows of €807m and €86m respectively); a positive market performance was recorded in the six months, equal to €1.8bn (€479m in 3M). TFAs in Private Banking totalled €49.3bn (down €1.1bn QoQ), €37.3bn of which indirect funding; while those in Premier Banking totalled €50.2bn (up €563m QoQ), €31.9bn of which indirect; gross TFAs in Asset Management climbed to €33.3bn (stable), €17.5bn of which placed by the networks and €15.8bn placed with institutional clients (down 0.5% QoQ and up 5.1% YoY).

    The CET1 ratio11 rose to 16.4%, up approx. 130 bps compared to end-June 2025, and up approx. 60 bps vs end-September 2025. The six months under review include the benefit of the PD Corporate model revision (which added 55 bps), the reintegration of the share buyback component previously deducted (95 bps), and the core and investment properties being remeasured to fair value (adding 70 bps); conversely, organic growth in RWAs absorbed some 10 bps, reflecting the impact on equity of the acceleration of the share-based payment schemes (which accounted for 25 bps) and the release of the windfall tax reserve for 2023 profits (15 bps), in addition to the higher deductions for the Assicurazioni Generali investment (55 bps). The contribution of retained earnings was nil, as the payout ratio is 100%; and the Total Capital ratio rose to 18.7%.

    The Leverage Ratio remained stable at 7.2%, while the MREL indicator stood at 43% of RWAs and 19% of LREs (above the minimum requirements set for 2025, which were 23.92% of RWAs and 6.03% of LREs).

    ***

    The divisional performances for the six months were as follows:

  • Wealth Management (WM): Wealth Management delivered a net profit of €93.1m (down 15.8% YoY; up 11.6% QoQ), with RORWA at 2.7%. The performance for this transitional six-month period reflects the departures of certain bankers, with the related asset outflows concentrated in the latter part of the year, and a slowdown in the recruitment of new professionals. However, the credit and equity asset valuations were supported by financial markets. Net new money for the six months reduced to €1.4bn, with major outflows in the last quarter in domestic Private

    10 The figure does not include assets covered by fiduciary activity.

    11 CET1 fully loaded: 16.1% including the effects of CRR III fully-loaded (excluding FRTB).

    Banking, but with a higher indirect component (AUM/AUA) in the Premier segment (up

    €1.5bn, €0.6bn of which in the three months) and with institutional investors (up €860m). Fee income grew once again (from €270.4m to €276.6m; up 2.3% YoY; up 16.6% QoQ), albeit less strongly than the performances delivered in the preceding quarters; whereas the contribution from net interest income decreased (from €204.2m to €190m; down 7% YoY; up 2.6% QoQ), in the Private Banking segment in particular; C/I ratio 71% (versus 65.6% last year);

  • Corporate and Investment Banking (CIB): the division posted a net profit of €92.5m (down 35.7% YoY; down 6.9% QoQ), with RORWA of 1.5%, the period saw lower volumes of activity compared to the high recorded in advisory business last year, reflecting in part the postponement of certain deals on international markets. Revenues totalled €357.3m (down 20.2% YoY; up 8.7% QoQ), with net interest income rising again, to reach €170m (up 5.2% YoY; up 1.5% QoQ), which more than offset the reductions in both fees (to €146.4m; down 33.8% YoY; down 6.6% QoQ), reflecting the slowdown in investment banking (down 39% and 18% respectively) and net trading income (which declined from €64.9m to €40.9m,

    €30m of which in the second quarter; cost/income ratio higher at 55% (vs 43.5% last year);

  • Consumer Finance (CF): this division posted a net profit of €221.3m (up 8.2% YoY; up 3.2% QoQ), with RORWA at 3.1%, the cost/income ratio still at 30.2%, and a COR for the six months of 175 bps (loan loss provisions of €143m); the loan stock rose to €16.7bn, which, with ROA at 9.14%, drove total revenues to €677.4m (up 6.2% YoY; up 2% QoQ), with NII up 7.8% YoY to

    €600.9 (up 2.6 QoQ) and the contribution from fees (€77.1m) impacted by the rappel component;12

  • Insurance - Principal Investing (PI): this division posted a net profit for the six months of €266.6m (up 10.9% YoY; up 9.4% QoQ), with a RORWA of 3.8%. The contribution from Assicurazioni Generali amounted to €272.7m: the investment has a book value of €4.2bn, compared with a market value of €7.3bn;

  • Holding Functions (HF): this division reported a net loss of €51.7m (€33.5m last year), on net interest expense of €5m (compared with net interest income of €38.5m last year) linked to the sharp reduction in market interest rates in view of the gradual use of the surplus liquidity and the resilient cost of funding. Net trading income rose from €5.6m to €8.6m, as a result of careful securities portfolio management. The Group's ALM position is once again balanced, with regulatory indicators stable: LCR: 161%; NSFR: 115%. Central costs decreased slightly, from

    €54.8m to €53.2m, and represent 6.5% of the consolidated total (compared with 7% last year).

    ***

    The main events that characterized the six-month period ended 31 December 2025, include:

  • Completion of the public acquisition and exchange offer launched by Banca Monte dei Paschi di Siena for 100% of ordinary Mediobanca shares, announced on 24 January 2025 and approved by Consob on 2 July 2025, as amended on 2 September 2025 to provide for an increase in the consideration payable (2,533 MPS shares plus €0.90 per Mediobanca share).

    At the end of the offer period (which ended on 22 September 2025, after the terms were reopened), a total of 702,254,055 Mediobanca shares were tendered under the terms of the Offer, representing approx. 86.3% of the total share capital and 84.7% of the shares covered by the Offer. In view of these results, the requirements for the Mediobanca shares to be delisted were not met, so the stock continued to be traded on the Euronext Milan market.

    12 Includes the activities of MBCS which, as from the current reporting period, has been consolidated as part of the Consumer Finance division.

  • At the Annual General Meeting held on 28 October 2025, shareholders reappointed the Board of Directors with twelve members, all taken from the list submitted by Banca Monte dei Paschi di Siena, with Vittorio Umberto Grilli subsequently being appointed as Chairman, Alessandro Melzi d'Eril as Chief Executive Officer, and Sandro Panizza as Deputy Chairman; at the same time, the shareholders adopted a resolution to distribute the balance of the dividend payable for the results for the period ended 30 June 2025. The proposal to submit the final tranche of the share buyback and cancellation programme announced on 31 July 2025 to the approval of shareholders in general meeting was withdrawn by the Board on 18 September 2025;

  • At an extraordinary general meeting held on 1 December 2025, the shareholders of Mediobanca approved amendments to the company's Articles of Association with regard to Article 3 (Mediobanca and its subsidiaries being included in the Monte dei Paschi di Siena group) and Article 31 (financial year to close on 31 December instead of 30 June), with the financial reporting and tax formalities to be aligned accordingly. Also in the tax area, the Board of Directors, subject to the prior favourable opinion of the Related Parties Committee, has adopted a resolution to sign the contract13 which would make Mediobanca part of the Banca Monte dei Paschi di Siena group's national tax consolidation with effect from 1 January 2026; while for the VAT group14 the membership will become effective from 1 January 2027.

  • The plans to merge MBFACTA (merged entity) into SelmaBipiemme Leasing (merging entity) were cancelled by the companies' respective Boards of Directors; however, an early retirement incentive scheme was signed for staff working in leasing in September 2025, which fifteen members of staff have already signed, for an expected cost of €3m;

  • Work has continued on building the new head office of CMB Monaco in the Principality, and the excavation works for the support work are now completed; in connection with the property asset revaluation process referred to above, the book value, now at fair value, has been increased by

    €183m, with an impact through net equity of around €140m, taking into account the tax effect;

  • Following the publication of the 2026 Italian budget law, Mediobanca and Compass have opted to release the non-distributable reserve set aside in 2023 (the "Windfall Tax Reserve" instituted pursuant to Article 26 of Italian Decree Law 104/2023), which provided for a one-off payment equal to 27.5%, instead of the higher tax15 due at the time when the €62.2m reserves were distributed (€57.8m of which attributable to Mediobanca), entirely set aside as at end-December 2025 in an equity reserve, with a saving compared to the ordinary treatment in the region of €28m plus interest.

***

The sustainability roadmap initiated by Mediobanca and its subsidiaries has seen significant progress made as a result of ESG principles being integrated into all areas of their activity. The Sustainability Reporting is an integral and substantive part of the Review of Operations forming

13 Pursuant to Article 117 of Italian Presidential Decree No. 917/1986 as amended, this entailed, as an effect of the provisions of Article 13 of the Italian Ministerial Decree issued on 1 March 2018, the suspension of the former Mediobanca Group's tax consolidation (which remained in force until 31 December 2025), resulting in the tax position of the participating companies being transferred to the consolidating entity.

14 In literal application of the provisions of Article 70-quinquies of Italian Presidential Decree no. 633/1972.

15 Normally set at 40 percent. Indeed, Article 26 of Italian Decree Law 104/2023 had introduced a one-off tax payable by banks based on the increase in net interest income, calculated by applying a rate of 40 percent to the increase in net interest income for the 2023 financial year exceeding the net interest income for the 2021 financial year by at least 10%. The amount could not be more than 0.26 percent of the overall amount of the individual risk exposure for FY 2021-22. Rather than paying the one-off tax, banks were also given the option of setting aside an amount of no less than 2.5x the tax due in a non-distributable reserve (the "Windfall Tax Reserve"). In the event of the Windfall Tax Reserve being distributed subsequently, the tax referred to above would be charged with interest. Paragraphs 68-73 of Italian Law no. 199/2025 (the Italian 2026 Budget Law, published in Gazzetta Ufficiale no. 31/2025), introducing paragraph 5-ter to Article 26 of Italian Decree Law 104/2023, stipulate that, as from the financial year starting after 1 January 2028, in the event of distributions of profits (including interim dividends) or reserves, it is assumed that the "Windfall Tax Reserve" will be distributed on a priority basis, entailing the payment of the windfall tax itself plus interest. Until the financial year ending on 31 December 2028, however, a phase-in regime will be in place, which will allow the reserve to be released by means of a one-off tax payment at a rate of 27.5 percent of the reserves existing at end-FY 2025, and of 33 percent for the reserves existing at the end of the following financial year.

part of the consolidated Annual Report. Accordingly, all information on ESG issues is provided in the specific section of the Annual Report, to which reference is made.

***

Developments on capital markets

The second half of the year was marked by even more pronounced uncertainty driven by the reform of global trade relations implemented by the US government. Despite these factors, global economic activity has continued to grow, overall recovering its pre-Covid rhythms, but more strongly in North America than in Europe and China. The trend in the six months was marked by the significant acceleration in the United States, modest growth in China, consolidation in Europe, and a slowdown in the Japanese economy.

The spread of artificial intelligence (with the associated industries to build the equipment and produce energy), investments in defence infrastructure, and flexibility of the sourcing and production changes have contributed to the resilience of the global economy which is still reeling from the major geopolitical events (such as the destruction of the Iranian nuclear capability by the United States and Israel, the weaponization of exports of rare earth elements by China, the worsening of the Russia/Ukraine conflict, and the end of the most acute phase of the conflict between Hamas and Israel).

The European economy gained traction at the start of the six-month period as trade relations with the United States, which had been disrupted by the US administration's tariff policy introduced in April, have normalized and the macroeconomic scenario generally has stabilized. The manufacturing sector is still struggling to grow, while the services sector has shown a more solid and positive trend.

Inflation in the Eurozone has now settled at 2%, with services inflation decreasing (the six-month average fell from 3.6% YoY at end-June to 3.3% YoY at end-December 2025), but still significantly higher than goods inflation (the six-month average for which remained stable at 1% YoY). The Group's estimates for 2026 see overall growth of 1% YoY and the inflation rate at 1.9% YoY. The unemployment rate remains at historically low levels (below 6.5%, significantly below pre-Covid levels), while job growth has slowed.

Against this backdrop, the US central bank made three 25 bps cuts in the reference interest rates (taking the policy range to 3.50-3.75%), while the European central bank has not changed its monetary policy stance, keeping its benchmark rate stable, and considering it to be adequate for both circumstances and prospects. Changes in the interest rates in the period (e.g. on 10Y expiries) have been relatively insignificant and reflected the central banks' respective stances: for example, German interest rates have increased slightly, by 24 bps (to 2.85% in the case above), whereas US rates have declined (by 6 bps, to 4.17%, again in the above case).

In Italy, the level of industrial production remained stable in the six months, at a level (6.2% lower than pre-Covid) which reflects the weakness of the manufacturing sector, at the European as well as the domestic level. The economic growth was driven by the high employment levels and stable household confidence. Italian inflation reduced in the six months, and was significantly

below the ECB objective at 1.2% YoY in December 2025 (compared with 1.8% YoY at end-June), reflecting a six-month average of 1.5% YoY (vs 1.8% YoY in June).

Financial markets reflected investor appetite for shares, on the back of the prospects of profits for companies operating in the advanced technology sectors. In the six months the main stock markets all closed higher: Eurostoxx up 9.4%, FTSE Mib up 12.9%, S&P 500 up 10.3%, Morgan Stanley World up 10%.

Credit spreads on sovereign debt in the Eurozone fell during the period, reflecting the preference for risk assets in particular (e.g. the spread on Italian/German and Spanish/German paper fell by 18 bps to 69 bps and by 20 bps to 43 bps respectively). The exception to this were French government bonds (71 bps), which recovered all of the widening witnessed in the first three months due to the difficulties encountered in forming a stable government. Precious metal prices appreciated considerably during the six months, as in the market's view, these alone would balance any corrections in risk assets (for example, the price of gold rose by 31.6%, to $4,322 per ounce).

The prospects for Italian and European growth are linked to the trend in private demand and to the new international trade dynamics that are becoming clearer as a result of US action. They will also be conditioned by effective domestic spending on the investments in technology infrastructure (for defence and communications in particular) and in traditional infrastructure (such as railways and ports) identified in the Draghi report. The main concerns regard primarily the Russia/Ukraine conflict (which continues to mark economic activity and confidence on the eastern border of Europe), and the increasing fragmentation of international trade as a result of the geopolitical tensions.

***

As regards the consumer credit market, the Assofin data for 2025 bears out the positive trend that had been seen in 2024 as well (up 7.5%); volumes disbursed in the six months to end-December 2025 reflect 7% growth compared to the previous year, for an overall total of €61.1bn in finance disbursed.

The positive market trend is attributable to the good performance in personal loans (up 9.3% on 2024) and in salary- and pension-backed finance (up 12.6%), driven by loans to public and private sector employees in particular. Good performances were also recorded in car/motorbike loans (up 5.8%), driven by the used vehicles segment in particular.

Other special purpose loans were stable (up 0.4%), whereas there was a slight dip in payments by instalment using credit cards (down 1.3%), impacted by the use of alternative credit instruments, such as non-specific credit lines and Buy Now Pay Later solutions.

2023

2024

2025

€m

%

€m

%

€m

%

Vehicle credit

7,812

15.0

8,155

14.6

9,874

16.2

Specific purpose loans

6,741

13.0

6,878

12.3

6,909

11.3

Personal loans

25,980

49.9

29,161

52.2

31,910

52.2

Credit cards

5,454

10.5

5,487

9.8

5,419

8.9

Salary-backed finance

6,032

11.6

6,140

11.0

6,990

11.4

52,019

100.0

55,821

100.0

61,103

100.0

Source: Assofin: for the car/motorbike segment, the figures refer to volumes generated by independent operators; while for credit cards, only volumes generated by pure credit cards and cards with instalment options are considered. For 2023 the Assofin adjusted figures published in May 2024 have been used.

***

The mortgage lending market saw a recovery in commercial activity levels, in part due to the improvement in the interest rate scenario: in the six months ended 31 December 2025, a total of 11,464 new mortgages were granted for a total of €1,634.5m, compared to 9,455 mortgages for €1,273.1m in the same period the previous year. The percentage of "green" new mortgages -mortgages to acquire energy class A and B properties - declined slightly, from 14% of new loans in 2024 to 12.2% in 2025.

The real estate sector in the nine months ended 30 September 2025 (the most recent market data available) recorded 522,000 transactions, higher than the previous year when 477,000 transactions were recorded in the nine months ended 30 September 2024 (an increase of 9.5%). In the third quarter a total of 166,000 transactions were recorded, down quarter-on-quarter (such reductions are typical in the summer period: 192,000 transactions in 2H 2025, down 13.2%), but higher in the same quarter the previous year (153,000 transactions in 3Q 2024, meaning an increase of 8.8%).

The mortgage lending market for the acquisition of properties by households during the first nine months of 2025 was worth €40.7bn, reflecting 32.8% growth versus the same period in 2024. In 3Q 2025 new loans totalled €12.8bn, down 13.1% QoQ (due to the summer period), but up 18.7% YoY.

***

During the 2025 calendar year, over 745,000 new leases were executed, worth a total of

€36.1bn: 5.8% higher than in 2024 in value terms, on a 1.4% increase in the number of leases.

2023

2024

2025

Leases executed

€m

%

€m

%

€m

%

Automotive 21,087 60.6 20,500 61.4 21,461 59.4

Plant and equipment 10,372 29.8 9,295 27.8 10,693 29.6

Real estate 2,875 8.3 3,033 9.1 3,210 8.9

Shipping 474 1.4 568 1.7 771 2.1

34,808 100.0 33,396 100.0 36,135 100.0

Source: Dataforce data compiled by Assilea.

Consolidated profit-and-loss/balance-sheet data

The consolidated profit and loss account and balance sheet have been restated - including by business area - based on the structure that provides the most accurate reflection of the operations.

CONSOLIDATED BALANCE SHEET

(€ m)

31 December

2025

30 June 2025*

Assets

Financial assets held for trading

17,308.1

16,885.6

Treasury financial assets and cash

11,074.1

12,135.9

Banking book securities

12,288.5

11,670.5

Customer loans

55,865.6

54,343.5

Equity Investments

5,157.3

4,932.1

Tangible and intangible assets

2,230.5

1,970.2

Other assets

2,082.5

2,259.5

Total assets

106,006.6

104,197.3

Liabilities and net equity

Funding

70,770.7

70,552.6

Treasury financial liabilities

12,183.1

9,344.3

Financial liabilities held for trading

8,372.9

8,987.8

Other liabilities

3,093.8

3,801.7

Provisions

138.2

133.5

Net equity

10,920.7

10,031.8

Minority interests

14.6

14.1

Profit for the period

512.6

1,331.5

Total liabilities and net equity

106,006.6

104,197.3

* The data for the previous financial year have been stated following the application of the voluntary change in accounting standard for valuing properties held for investment purposes (from amortized cost to fair value), as provided by the reference accounting policies.

Key Performance Indicators (KPIs)*

31 December

30 June

2025

2025

CET 1 capital

7,536.4

6,937.2

Total capital

8,566.7

8,270.3

RWA1

45,866.8

46,091.6

CET1 ratio (phase-in)2

16.4%

15.1%

RWA Density3

43.3%

44.3%

Total capital ratio

18.7%

17.9%

Leverage ratio4

7.2%

6.8%

Gross NPL / Gross loans ratio5

2.03%

2.11%

Net NPL / Net loans ratio6

0.84%

0.86%

No. shares (m)

813.3

833.3**

* Alternative Performance Measures (AMPs): in addition to those required as part of the IFRS. Further details are provided in the Annexes (Lists of Restatements) and the Glossary.

** Before cancellation of treasury shares (20m shares).

1 Risk Weighted Assets.

2 CET1/RWAs.

3 RWAs/total assets.

4 CET1/total leveraged exposures.

5 Gross NPLs/gross loans.

6 Net NPLs/net loans.

Profit-and-loss data

31 December

2025

30 June 2025*

31 December

2024*

Chg. (%)

Net interest income

961.9

1,971.5

978.9

-1.7%

Net treasury income

69.9

178.1

91.8

-23.9%

Net fee and commission income

477.8

1,078.1

549.4

-13.0%

Equity-accounted companies

276.4

496.8

230.3

20.0%

Total income

1,786.0

3,724.5

1,850.4

-3.5%

Labour costs

(438.1)

(855.8)

(419.1)

4.5%

Administrative expenses

(378.1)

(758.1)

(362.9)

4.2%

Operating costs

(816.2)

(1,613.9)

(782.0)

4.4%

Loan loss provisions

(144.8)

(233.3)

(133.4)

8.5%

Provisions for other financial assets

(1.0)

20.3

10.7

n.m.

Other income (losses)

(4.5)

(43.2)

(13.4)

-66.8%

Profit before tax

819.6

1,854.4

932.3

-12.1%

Income tax for the period

(183.2)

(445.1)

(231.7)

-20.9%

Minority interest **

(13.5)

(77.8)

(40.2)

-66.4%

Profit (Loss) for the period excluding

622.9

1,331.5

660.4

-5.7%

Impairment

(65.3)

-

-

n.m.

OPS/OPAS costs

(46.8)

-

-

n.m.

Profit (Loss) for the period included one off costs

512.6

1,331.5

660.4

-22.4%

CONSOLIDATED PROFIT AND LOSS ACCOUNT

one off costs ***

* The data for the previous financial year have been stated following the application of the voluntary change in accounting standard for valuing properties held for investment purposes (from amortized cost to fair value), as provided by the reference accounting policies.

** Heading also includes accruals payable to holders of Class B interests in Arma Partners.

*** Net profit excluding the one-off costs shown in the table neutralizes the impact of the impairment to intangible assets (goodwill and brands) and the public exchange offer launched by Banca Monte Paschi di Siena for 100% of Mediobanca shares, the costs related to the public exchange offers booked at the consolidated level (consisting primarily of advisory services, acceleration of the performance share compensation scheme approved on 31 July 2025, and the severance paid to senior management members who have left the Bank) and the related taxation have all been combined in a separate entry to the profit and loss account.

Key Performance Indicators (KPIs)*

31 December

2025

30 June

2025

31 December

2024

Chg. (%)

ROTE adj1

12.8%

14.2%

14.0%

-8.6%

Cost / Income ratio2

45.7%

43.3%

42.3%

8.1%

CoR (bps)3

53

44

50

6.0%

EPS*

0.63

1.64

0.79

-20.2%

* Alternative Performance Measures (AMPs): in addition to those required as part of the IFRS. Further details are provided in the Annexes (Lists of Restatements) and the Glossary.

1 Return On Tangible Equity (adjusted).

2 Cost/income ratio.

3 Cost of Risk.

4 Earnings Per Share. (having regard to the cancellation of approx. 20 million shares)

4 Dividend Per Share.

EARNINGS/BALANCE-SHEET DATA BY DIVISION*

(€ m)

Corporate

Management

31 December 2025 Wealth

and Investment

Consumer Finance

Principal Investing

Holding Functions*

Group1

Banking

Profit-and-loss

Net interest income 190.0

170.0

600.9

(16.0)

(5.0)

961.9

Net treasury income 6.4

40.9

(0.6)

16.5

8.6

69.9

Net fee and commission income 276.6

146.4

77.2

(0.5)

0.7

477.8

Equity-accounted companies -

-

-

276.8

(0.4)

276.4

Total income 473.0

357.3

677.5

276.8

3.9

1,786.0

Labour costs (181.8)

(113.0)

(73.6)

(2.0)

(67.5)

(438.1)

Administrative expenses (153.8)

(84.9)

(130.9)

(0.8)

(9.9)

(378.1)

Operating costs (335.6)

(197.9)

(204.5)

(2.8)

(77.4)

(816.2)

Loan loss provisions (0.7)

(5.1)

(143.0)

-

4.0

(144.8)

Provisions for other financial 1.2

(0.4)

-

(3.8)

2.0

(1.0)

Other income (losses) (1.2)

(4.6)

(2.5)

-

6.3

(4.5)

Profit before tax 136.7

149.3

327.5

270.2

(61.2)

819.6

Income tax for the period (41.9)

(44.8)

(106.2)

(3.6)

9.5

(183.2)

Minority interest (1.7)

(12.0)

(0.1)

-

-

(13.5)

Net profit excluding one-off 93.1

92.5

221.2

266.6

(51.7)

622.9

Impairment -

-

-

-

-

(63.5)

OPS/OPAS costs -

-

-

-

-

(46.8)

Net profit including one-off 93.1

92.5

221.2

266.6

(51.7)

512.6

Cost/Income (%) 71.0

55.4

30.2

n.m.

n.m.

45.7

RORWA 2.7%

1.5%

3.1%

3.8%

-

2.7%

assets

costs***

costs

Balance-sheet data

Loans and advances to customers

17,824.8

20,918.4

16,665.3

-

457.1

55,865.6

Risk-weighted assets

7,073.7

12,270.8

14,956.9

8,210.8

3,354.7

45,866.8

No. of staff

2,250

655

1,770

9

849(453)

5,533

Notes:

* Divisions comprise:

  • Wealth Management (WM):: this division brings together all portfolio management services offered to the various client segments, plus asset management. It includes MB Premier; the MBPB and CMB Monaco private banking networks, and the asset management companies (Polus Capital, Mediobanca SGR, Mediobanca Management Company, and RAM Active Investments), plus Spafid;

  • Consumer Finance (CF): this division provides retail clients with the full range of consumer credit products, ranging from personal loans to salary-backed finance, to the Pagolight solution (Compass Banca, Compass RE, HeidiPay AG and its subsidiaries HeidiPay Lt and Holipay and HeyLight SA);

  • Corporate & Investment Banking (CIB): this division brings together all services provided to corporate clients in the following areas: Investment Banking (lending, advisory, capital markets activities) and proprietary trading (businesses performed by Mediobanca and Mediobanca International, Mediobanca Securities, Messier et Associés and Arma Partners), and Speciality Finance, which in turn consists of factoring and credit management activities for third parties performed by MBFACTA and Selma;

  • Insurance - Principal Investing (PI): division that manages the consolidated portfolio of equity investments and holdings;

  • Holding Functions: division which includes MIS, NPL management and other minor companies, plus the following units: Treasury and ALM, Operations, support and control, as well as the senior management of Mediobanca S.p.A.; for further details please refer to the section "HOLDING FUNCTION (CENTRAL STRUCTURES, TREASURY AND LEASING)" of this report.

* * * Net profit excluding the one-off costs shown in the table neutralizes the impact deriving from the public acquisition and exchange offer launched by Banca Monte Paschi di Siena for 100% of Mediobanca shares, the costs incurred at the consolidated level (consisting primarily of advisory services, acceleration of the performance share compensation scheme approved on 31 July 2025, and the severance paid to senior management members who have left the Bank) and the related taxation have all been combined in a separate entry to the profit and loss account.

1 The sum of the divisional data differs from the consolidated total due to adjustments/differences arising on consolidation between business areas (equal to €3.7m). The 6M delta is due to the costs incurred in relation to the public acquisition and exchange offer net of the related tax, i.e. €46.8m, the impairment charges taken for intangible assets owned by some of the non-Italian companies (€63.5m), plus the effects of the acquisitions (contingent considerations) amounting to €2.6m, not allocated to any of the business areas.

(m)

Corporate

Management

31 December 2024 Wealth

and Investment

Consumer Finance*

Principal Investing

Holding Functions

Group1

Banking*

Profit-and-loss

Net interest income 204.2

161.7

557.4

(3.5)

38.5

978.9

Net treasury income 5.5

64.9

-

16.0

5.6

91.8

Net fee and commission income 270.4

221.1

80.6

(0.3)

1.8

549.4

Equity-accounted companies -

-

(0.2)

230.9

(0.4)

230.3

Total income 480.1

447.7

637.8

243.1

45.5

1,850.4

Labour costs (167.5)

(112.4)

(68.3)

(2.1)

(67.6)

(418.3)

Administrative expenses (147.6)

(82.5)

(126.9)

(0.7)

(9.1)

(363.7)

Operating costs (315.1)

(194.9)

(195.2)

(2.8)

(76.7)

(782.0)

Profit/(Loss) from investment -

-

-

-

-

-

Loan loss provisions (1.0)

1.6

(136.1)

-

2.1

(133.4)

Provisions for other financial 0.1

(0.6)

-

9.4

1.8

10.7

Other income (losses) (4.0)

(3.0)

(0.5)

-

(0.6)

(13.4)

Profit before tax 160.1

250.8

306.0

249.7

(27.9)

932.3

Income tax for the period (48.5)

(69.3)

(101.5)

(9.2)

(3.5)

(231.7)

Minority interest (1.0)

(37.7)

-

-

(1.4)

(40.2)

Net profit 110.6

143.8

204.5

240.5

(32.8)

660.4

Cost/Income (%) 65.6%

43.5%

30.6%

n.m.

n.m.

42.3%

RORWA 3.8%

1.9%

2.8%

3.4%

-

2.8%

securities

assets

Balance-sheet data

Loans and advances to customers

17,088.9

20,620.2

15,564.1

-

585.3

53,858.5

Risk-weighted assets

6,201.2

15,387.8

14,476.4

8,079.9

3,415.9

47,561.2

No. of staff

2,283

633

1,748

9

837 (441)

5,510

* The data as at 31 December 2024 has been restated to reflect the new composition of the business areas: as from these six months, core leasing activities are included as part of the CIB division (Specialty Finance), having previously been part of the Holding Functions, meaning that the latter only retains leases being run off; while the credit management activities performed by MBCS and MB Contact Solutions, which previously were included in CIB (Specialty Finance), have now been transferred to the Consumer Finance division.

(1) The sum of the divisional data differs from the consolidated total due to adjustments/differences arising on consolidation between business areas (equal to

€0.9m), and other effects attributable to acquisitions (contingent considerations) that have not been allocated to any business line in particular (€5.3m).

Balance sheet

Total assets went from €104bn to €106bn, with Mediobanca S.p.A. contributing 57% (57.1% last year). As reported above, at 31 December 2025, Mediobanca and its subsidiaries voluntarily adopted a new valuation method for tangible assets, changing it from the cost method to the revaluation model for core operating properties (IAS16) and from the cost method to fair value measurement for investment properties (IAS40). Taking into account the provisions of IAS 8, the comparative balances at 30 June 2025 were restated to reflect the retrospective change relating to IAS 40 properties (for IAS 16 properties, on the other hand the change was on a forward-looking basis).

The main balance sheet items show the following trend (figures at 31 December 2025 are compared with figures at 30 June 2025):

Funding - this item totalled €70.8bn (up €0.2bn in 6M), on a debt security stock of €31.2bn (down

€0.4bn), reflecting an average cost of 2.37% (down 12 bps in 6M), with the spread on the debt security component stable at 116 bps; WM deposits remained at €30.3bn, despite the highly competitive scenario, at an average cost of the six months of 1.37% (down 26 bps YoY); the Premier channel in particular (the stock as at the period-end was €18.3bn) reflected a point-in-time cost as at end-December 2025 of less than 1%, including €0.8bn in stock deriving from the most recent promotion. Interbank funding totalled €9.2bn, reflecting the increased use of secured operations. During the six months under review, there were bond redemptions totalling €3.8bn (including the early redemption of a €250m Tier 2 bond, refinanced until the start of 2025) offset by new issues of approx. €3.4bn, involving primarily covered bonds of €1.2bn, including a €750m six-year issue (Euribor 3M + 58 bps), senior preferred issues totalling €0.6bn, including a €500m, six-year institutional issue (Euribor 3M +105 bps), plus approx.

€0.4bn placed via third-party networks (at an average spread of 96 bps).

31 December

(€m)

2025

%

30 June 20

(€m)

25

%

Chg.

Debt securities (incl. ABS)

31,225.5

44%

31,598.5

45%

-1.2%

Wealth Management deposits

30,284.4

43%

30,371.4

43%

-0.3%

Interbank funding (+CD/CP)

9,260.8

13%

8,582.7

12%

7.9%

Total funding

70,770.7

100%

70,552.6

100%

0.3%

Loans and advances to customers - this item totalled €55.9bn (up 2.9%), with the share represented by Corporate and Investment Banking amounting to €20.9bn (up 3.7%), driven by new loans in the Large Corporate segment (concentrated in the investment grade area) which totalled

€17.5bn (up 2.9%), the recovery in turnover in factoring business (up 3.9%), and leasing operations (up 27.7%). Growth in Consumer Finance continued, where customer loans were up 3.8% from

€16.1bn to €16.7bn, driven by personal loans (up 3.7%, from €8.1bn to €8.4bn); slight growth was also reported in Wealth Management, where customer loans totalled €17.8bn (up 1.2%), €13bn of which attributable to Premier Banking and €4.8bn attributable to the Private Banking segment (up 1.3%). The share of the leasing portfolio being run off reduced to €320m.

In Consumer Finance, new loans of €4.9bn were recorded in six months (up 12.2%), with the share accounted for by personal loans increasing (up 15.5%, from €2bn to €2.3bn), driven by the recovery in the banking channel (where new business rose from €228.1m to €448.6m) with the direct channel also resilient (up 5.6%, from €1,552.8m to €1,639.4m); new BNPL loans increased to €433.4m (up 38.6%). New loans in Corporate and Investment Banking declined in Lending and Structured Finance (down 35.6%, from €3.5bn to €2.3bn, with an investment grade share of

31 December

(€m)

2025

%

30 June 2025

(€m) %

Chg.

Corporate and Investment Banking

20,918.4

37%

20,171.2

37%

3.7%

Consumer Finance

16,665.3

30%

16,056.2

30%

3.8%

Wealth Management

17,824.7

32%

17,604.9

32%

1.2%

Holding Functions (leasing and Treasury)

457.1

1%

511.2

1%

-10.6%

Total loans and advances to customers

55,865.6

100%

54,343.5

100%

2.8%

(€ m)

31 December 2025 30 June 2025

Performing Performing

Stage 1

Stage 2

NPL

Total

Stage 1

Stage 2

NPL

Total

Corporate and Investment 20,755.5

152.2

10.7

20,918.4

19,958.3

203.5

9.5

20,171.2

Consumer Finance 14,917.2

1,409.1

339.0

16,665.3

14,382.9

1,328.2

345.0

16,056.2

Wealth Management 17,163.6

549.1

111.9

17,824.7

16,848.3

652.0

104.5

17,604.9

Holding Functions (leasing 412.6

35.8

8.7

457.1

452.8

48.8

9.6

511.2

Total loans and 53,248.9

2,146.2

470.4

55,865.6

51,642.3

2,232.6

468.6

54,343.5

As % of total 95.3%

3.8%

0.8%

100%

95.0%

4.1%

0.9%

100%

approx. €2bn), against repayments of €1.9bn. In Wealth Management there were new mortgages totalling €736.1m (60% of which fixed rate), higher than last year (up 12.9%), on repayments totalling €676.3m, almost half of which were early repayments (€378.1m).

Banking

and treasury)

advances to customers

31 December 2025

30 June 2025

(€ m)

Gross

Net

Coverage ratio %

Gross

Net

Coverage ratio %

Corporate and Investment Banking

37.2

10.7

71.1%

40.8

9.5

76.7%

Consumer Finance

888.6

339.0

61.8%

897.7

345.0

61.6%

Wealth Management

192.7

111.9

41.9%

187.0

104.5

44.1%

Holding Functions (leasing and treasury)

44.4

8.7

80.4%

49.6

9.6

80.7%

Total net non-performing loans

1,163.0

470.4

59.5%

1,175.1

468.6

60.1%

- of which: bad loans

171.0

34.7

172.0

35.5

As % of total loans and advances

2.0%

0.8%

2.1%

0.9%

Gross non-performing loans decreased from €1,175.1m to €1,162.9m (down 1.3%), and represent 2% of total loans (30/6/25: 2.1%), following reductions in virtually all the business lines: in Corporate and Investment Banking gross NPLs totalled €37.2m (vs €40.8m), split between Large Corporate (€6.1m, factoring €23.3m), and core leasing (€7.8m); in Consumer Finance gross NPLs totalled

€888.6m (down 1%) following the disposals made in November 2025, plus the writeoff policy, which caused gross NPLs to reduce in relative terms to 5% of the total loan stock (20 bps lower than at end-June 2025); conversely, in Wealth Management gross NPLs rose to €192.7m, an increase of 0.6%, in particular for CMB Monaco where the stock totalled €56.2m (up 29.3%), offsetting the reduction in Premier Banking (gross NPL stock €135.3m; down 16.1%). The reduction in leases being run off also continues, with the portfolio now totalling €44.4m (30/6/25: €49.6m). The coverage ratio stood at 59.5% (down 60 bps), taking into account the expanded scope of the Consumer Finance operations, which meant that loans with improved prospects of recovery were classified as being in default, leading to an increase in net NPLs which stood at €470.4m (up 0.4%), while remaining very low in relative terms at just 0.8% of total loans, as indeed was the share of bad debts (net balance: €34.8m).

Exposures classified as Stage 2 totalled €2,449.9m (down 3.7%; 4.3% of total loans), with significant reductions in Corporate and Investment Banking (€161.2m; down 24.3%), in the Large Corporate segment in particular (stock €69m; down 40.8%) and also in Wealth Management (down 15.5%, to €571.5m), due to certain overdrawn positions in Private Banking being paid off (stock

€19.3m; down 81.1%), plus certain forborne positions in the mortgage segment exiting the category (€552.1m; down 3.8%); the growth in Stage 2 positions in Consumer Finance (up 4.8%, to €1,679.3m; 9.5% of total loans) reflects the broader classification of loans with fewer days' arrears in payments.

The coverage ratios for consolidated performing loans remain adequate at 1.09% (compared with 1.13%), in Consumer Finance in particular (3.11%, compared with 3.25%), reflecting the gradual use of the overlays (which decreased from €146.1m to €122.9m), and which, at consolidated level, amount to €164.1m.

Investment holdings16 - these increased from €4.9bn to €5.2bn, €4.2bn of which involve the investments accounted for using the equity method, plus €708.1m in investments in funds, and

€214m in equities (including equity-like instruments).

The book value of the investment in Assicurazioni Generali was increased from €3.9bn to

€4.2bn (aligned with the figures approved by the company as at 30 September 2025), on profits of

€272.7m and other upward asset adjustments totalling €21.5m. The increase in profit compared to last year (€226.7m) reflects the company's improved performance in all business sectors, in non-life insurance especially, due to the reduced impact of catastrophic events.

The value of the investment in IEO (25.37%) was €38.6m, while that in Finanziaria Gruppo Bisazza Srl (22.67%) totalled €5.3m and that of MB SpeedUp €4.4m; the investment in CLI Holdings II Limited reduced to €28.8m, taking into account the dividends collected (€4.6m) and the adjustment of current positions to NAV (which resulted in a downward adjustment of €1.6m).

Holdings in funds increased from €687.3m to €708.1m, following net investments of €10.2m and upward value adjustments of €10.5m; of these holdings, approx. €431.8m involve funds managed by the Mediobanca and its subsidiaries (seed capital), €265.3m of which attributable to Polus Capital.

Equities (including equity-like instruments) were stable at €214m.

(€ m)

31 Decembe

r 2025

30 June

2025

Book value

OCI reserve

Book value

OCI reserve

Equity method investments

4,235.2

n.a.

3,988.8

n.a.

Listed shares

136.1

77.0

131.2

72.1

Other unlisted shares

77.9

24.1

124.8

73.5

Seed capital

431.8

-

399.3

-

Private equity

199.6

-

198.8

-

Other funds

76.7

-

89.2

-

Other minor equity investments

-

n.a.

-

n.a.

Total equity holdings

5,157.3

101.1

4,932.1

145.6

16 This heading brings together investments covered by IAS 28, joint ventures covered by IFRS 11 (MB SpeedUp), investments measured at fair value through other comprehensive income, and holdings in funds (including seed capital) measured at fair value through profit and loss; the equity-accounted investments have been allocated to the Insurance/Private Investing Division with the exception of MB SpeedUp (Holding Functions).

%

ownership

31 December

2025

30 June 2025

Assicurazioni Generali

13.55

4,157.9

3,906.8

CLI Holdings II

18.95(*)

28.8

35.1

Finanziaria Gruppo Bisazza

22.67

5.3

5.7

Istituto Europeo di Oncologia

25.37

38.6

38.8

MB SpeedUp (JV)

50.0

4.4

2.4

Equity Method investments

4,235.0

3,988.8

* Percentage calculated based on the nominal value of the notes issued.

The Group's investment in Assicurazioni Generali at 31 December 2025 had a market value of

€7,305.2m (€35.75 per share), which is higher than its book value (€20.35 per share). As required by IAS 36 the impairment test was carried out on the investment, which it passed; the value in use too, calculated according to the Group policy, was significantly higher than the book value.

For further details please see the Notes to the Accounts, Assets, section 7 - Equity investments.

Banking book debt securities - The aggregate value of the banking book securities increased by approx. €618m to reach €12.3bn, reflecting sales of €764m (generating gains of

€25.1m), helped by the reduction in spreads and the inverted yield curve. The portfolio reflects the following split: €4.9bn Hold to Collect & Sell; €6.5bn Hold to Collect; €0.9bn Fair Value Option. Further details as follows:

  • The HTC&S portfolio reflects negative net movements totalling €221m, on lower renewals of positions falling due (purchases totalled €949m, against €1,170m in positions expiring); other changes, including fair value, amounted to approx. €10m;

  • The HTC portfolio increased by €983m, after purchases totalling €1,798m, which offset sales and redemptions amounting to €832m; the stock as at end-December 2025 does not include unrealized gains of €127.9m (compared with unrealized losses of €7.9m twelve months previously).

    Government securities amounted to approx. €8.3bn (representing 73% of the total), with a low average duration of 2.9 years. The share accounted for by Italian sovereign debt amounted to

    €5.7bn, with an average duration of two years.

    31 December 2025 30 June 2025

    (€m)

    %

    (€m)

    %

    Hold to Collect

    6,467.8

    52%

    5,484.5

    47%

    Hold to Collect & Sell

    4,915.7

    41%

    5,137.0

    44%

    Fair Value Option

    905.0

    7%

    1,049.0

    9%

    Total banking book securities

    12,288.5

    100%

    11,670.5

    100%

    (€ m)

    31 December 2025 30 June 2025

    Book value Book value

    FVO

    FVO

    HTC

    HTC&S

    HTC

    HTC&S

    Italian government bonds*

    3,034.7

    2,624.4

    -

    2,867.3

    2,739.3

    34.5

    Foreign government bonds*

    1,101.2

    1,527.1

    -

    753.0

    1,567.6

    150.8

    Bond issued by financial institutions

    339.7

    522.0

    873.3

    343.8

    574.1

    845.8

    Corporate bonds

    246.4

    209.6

    31.6

    239.1

    214.3

    17.9

    Asset Backet Securities (ABS)

    1,745.8

    32.6

    -

    1,281.3

    41.7

    -

    Total banking book securities

    6,467.8

    4,915.7

    905.0

    5,484.5

    5,137.0

    1,049.0

    * For further details on Government Bonds please refer to the Notes to the Accounts, Part E.

    The ABS portfolio increased to €1.8bn, with the stable return component strengthened through the purchase of senior tranches with investment grade ratings.

    Net treasury funds -Net treasury funds fell from €10.7bn to €7.8bn, reflecting gradual use of the liquidity accumulated at the end of the previous financial year, in connection with strong pre-funding activity. This trend is reflected in the deposits - which include the differences in repos, collateralized accounts and other short-term operations - the stock of which decreased from

    31 December

    2025

    30 June

    2025

    Chg.

    (€ m)

    (€ m)

    31 December

    2025

    30 June

    2025

    Chg.

    (€ m)

    (€ m)

    €1.2bn to minus €3.3bn. Cash, current accounts and liquid asset held with the ECB totalled €2.2bn, higher than in the previous six-month period. The amount of commodities in EU allowances, fully hedged through futures contracts to neutralize any changes in fair value, was €1.4bn. The trading book followed the market scenario, with a €5.6bn increase in equities and a €3bn reduction in bonds. Overall the liquidity indicators were again fully in line with the regulatory requirements currently in force.

    Financial assets held for trading

    17,308.1

    16,885.6

    2.5%

    Treasury financial assets and cash

    11,074.1

    12,135.9

    -8.7%

    Financial liabilities held for trading

    (8,372.9)

    (8,987.8)

    -6.8%

    Treasury financial liabilities

    (12,183.1)

    (9,344.3)

    30.4%

    Net treasury assets

    7,826.2

    10,689.4

    -26.8%

    Equities

    5,586.9

    4,374.3

    27.7%

    Bond securities

    3,065.9

    3,592.5

    -14.7%

    Derivative contract valuations

    (613.2)

    (37.9)

    n.m.

    Certificates

    (516.8)

    (1,026.7)

    -49.7%

    Commodities

    1,375.6

    995.6

    n.m.

    Trading loans

    36.8

    -

    n.m.

    Financial instruments held for trading

    8,935.2

    7,897.8

    13.1%

    Cash and current accounts

    1,444.1

    1,364.1

    5.9%

    Cash available at BCE

    740.2

    180.5

    n.m.

    Deposits

    (3,293.3)

    1,247.0

    n.m.

    Net treasury

    (1,109.0)

    2,791.6

    n.m.

    31 December 2025 30 June 2025

    Assets

    Liabilities

    Assets

    Liabilities

    Italian government bonds

    4,665.7

    (3,501.6)

    4,858.5

    (4,099.8)

    Foreign government bonds

    1,563.4

    (965.1)

    2,275.5

    (903.1)

    Bond issued by financial institutions

    887.0

    (195.0)

    1,116.0

    (110.7)

    Corporate bonds

    207.4

    (29.1)

    105.9

    (0.4)

    Asset Backet Securities (ABS)

    433.2

    -

    350.6

    -

    Equities

    7,037.6

    (75.0)

    5,443.8

    (73.9)

    Total securities HFT

    14,794.2

    (4,765.8)

    14,150.3

    (5,187.9)

    Assets

    Liabilities

    Assets

    Liabilities

    Interest rate swaps

    352.3

    (386.5)

    234.1

    (279.6)

    Foreign exchange

    212.1

    (110.4)

    308.2

    (163.9)

    Interest rate options/futures

    10.0

    (283.3)

    15.4

    (64.9)

    Equity swaps e options

    1,701.0

    (2,093.0)

    1,965.8

    (2,034.0)

    Credit derivatives (others)

    183.0

    (198.4)

    192.1

    (211.1)

    Derivative contract valuations

    2,458.4

    (3,071.6)

    2,715.6

    (2,753.5)

    Assets

    Liabilities

    Assets

    Liabilities

    Securities lending/repos deposits

    6,783.1

    (8,104.2)

    8,536.3

    (7,442.8)

    Stock lending deposits

    168.5

    (2,175.5)

    96.7

    (1,613.0)

    Other deposits

    2,039.3

    (2,004.5)

    2,360.0

    (690.2)

    Deposits

    8,990.9

    (12,284.2)

    10,993.0

    (9,746.0)

    31 December

    2025

    30 June

    2025

    Chg.

    (€ m)

    (€ m)

    (€ m)

    (€ m)

    31 December 2025

    30 June 2025

    (€ m) (€ m)

    31 December 2025

    30 June 2025

    (€ m) (€ m)

    Tangible and intangible assets - These amounted to €2.2bn (+13.2%) after the aforementioned adoption of a new the valuation method for IAS 16 and IAS 40 properties. In detail:
  • Property, plant and equipment increased from €882.5m to €1,206.7m. This increase was primarily due to real estate (+€566.6m), distributed between operating properties (+€325.8m) and investment properties (+€240.9m). The increase includes the effects of the progress made on the project for the property owned by CMB RED in the Principality of Monaco, part of which will serve as CMB's new headquarters. The carrying amount, now at fair value, was increased by €183m compared to the previous cost recognition;

  • intangible assets dropped from €1,087.6m to €1,023.8m, after reflecting the €63.5m writedown of intangible assets relating to goodwill and trademarks of certain subsidiaries recognized pursuant to IAS 36 in the last quarter, following an impairment testing process. New intangible

assets with a finite life should be added to this for HeidiPay AG (€7m, previously amortized for

31 December

(€m)

2025

%

30 June 2025

% %

Chg.

Land and properties

1,137.9

51%

805.6

32%

41.2%

- of which: core

495.1

22%

414.4

10%

19.5%

buildings RoU ex IFRS16

255.4

11%

257.4

15%

-0.8%

Other tangible assets

68.8

3%

76.9

4%

-10.5%

- of which: RoU ex IFRS16

17.6

1%

15.4

1%

14.3%

Goodwill

792.9

36%

856.8

50%

-7.5%

Other intangible assets

230.9

10%

230.9

14%

n.m.

Total tangible and intangible assets

2,230.5

100%

1,970.2

100%

13.2%

(€ m)

Transaction

31 December 30

June 2025

Polus Capital

56.0

57.1

MB Private Banking

52.1

52.1

Messier et Associés

42.0

93.2

Arma Partners

239.5

244.2

Consumer *

403.3

410.2

Total Goodwill

792.9

856.8

€0.7m allocated from goodwill), purchases of new software (€25.3m) offset by amortization for the period (€17.8m), and currency exchange losses of €7.9m.

2025

* Indefinite-lived goodwill; the PPA process for the HeidiPay AG component, already in part allocated to definite-lived intangible assets, will be completed during the next six-month period.

Reference is made to Notes to the Accounts, Assets, section 10, for further details on the Purchase Price Allocation process and the valuations of the tangible and intangible assets tested for impairment as required and provided for by IAS 36 and by the Group Impairment Policy.

Provisions for liabilities - these totalled €138.2m (€133.5m): "Commitments and guarantees" rose from €19.8m to €20.2m, while the provision for statutory end-of-service payments decreased from €19.1m to €18m, and "other provisions and risks" increased from €94.6m to €100m.

With regard to "other provisions and risks", transfers of €20.5m were made, against withdrawals totalling €14.2m, with €1.7m released to the profit and loss account. The transfers consisted primarily of provisions for complaints from customers (€11.2m), for staff disputes (€3m), and provisions for fidelity plans and indemnities paid to Financial Advisors (€3m).

The remainder is split between tax disputes (€30.3m, concentrated at Mediobanca level), releases from liability (€16.1m, regarding WM), complaints (€20.7m, €15.3m of which in relation to Consumer Finance), staff provisions (€7.7m), and other risks (€25,2m).

The stock as at end-December 2025 was made up as follows: Mediobanca €44.3m (€46.1m), Mediobanca Premier €29.6m (€27.8m), Compass €17.8m (€9.9m), Selma €4.5m (€7.1m), and other companies €3.7m (€3.7m).

For further details, reference is made to section 10 of the Notes to the Accounts.

(€ m)

31 December

(€m)

2025

%

30 June 2025

(€m) %

Chg.

Commitments and financial guarantees given

20.2

14.6%

19.8

14.8%

2.0%

Other provisions for risks and charges

100.0

72.4%

94.6

70.9%

5.7%

Provision for statutory end-of-service payments

18.0

13.0%

19.1

14.3%

-5.8%

of which: discounted provision for statutory end-of- (1.0)

n.m.

(0.2)

n.m.

n.m.

Total provision

138.2

100%

133.5

100%

3.5%

service payments

Net equity - stable at €11.4bn, after including the profit for the period (€512.6m), and having taken into account payment of the share of the 2025 dividend (€475m). Movements for the period include the remeasurement of properties to reflect fair value (€411m), split between the valuation reserves (instrumental properties: €234m) and "other reserves" (investment properties: €177m).

(€ m)

31 December

2025

30 June 2025

Chg.

Share capital

444.7

444.7

n.m.

Other reserves

10,499.1

10,257.4

2.4%

- of which:

Share capital

(103.3)

(369.6)

n.m.

"real estate revaluation reserve IAS40"

176.9

175.6

0.7%

Interim dividend

-

(454.8)

n.m.

Valuation reserves

(23.1)

(215.5)

-89.3%

- of which:

Other Comprehensive Income

133.5

163.5

-18.3%

cash flow hedge

(36.0)

(65.9)

-45.4%

equity investments

(312.7)

(293.0)

6.7%

real estate revaluation reserve IAS 16

233.9

-

n.m.

Profit for the period

512.6

1,331.5

-61.5%

Total consolidated net equity

11,433.3

11,363.3

0.6%

On July 2, the third and final share buyback and cancellation plan was closed early after the purchase of 24,100,000 shares, 20,000,000 of which were cancelled at the end of the month. The number of Mediobanca shares in issue was therefore 813,300,000. Treasury shares were 6,700,000 in number. The reserve of €103.3m was lower than the market value at the end of December prices (approximately €120m).

(€ m)

31 December 30 June 2025

Chg.

Equity shares

99.1

145.6

-32.0%

Bonds

70.3

66.8

5.2%

of which: Italian government bonds

54.8

47.7

14.9%

Tax effect

(35.8)

(48.9)

-26.7%

Total OCI reserve

133.5

163.5

-18.3%

2025

Profit and loss account

As mentioned above, to provide a better understanding of the performance of Mediobanca and its subsidiaries, the profit and loss data at 31 December 2025 are compared with the figures for the six-month period ended 31 December 2024.

Net interest income - net interest income totalled €961.9m, displaying resilience compared to last year (€978.9m), despite the progressive reduction in market interest rates (Euribor 3M down 126 bps YoY) and with commercial spreads shrinking, in the Large Corporate and mortgage lending segments in particular. This performance is reflected in the overall return on assets (ROA): 5.16%, down 135 bps YoY; stable QoQ), despite the resilience of the Consumer Finance area (ROA: 9.14%, down 73 bps YoY, flat QoQ). The cost of funding was again fairly resilient (COF: 2.16%; down 93 bps YoY; stable QoQ), in Wealth Management especially (COF: 1.45%; down 42 bps YoY; down 17 bps QoQ), reflecting the use of promotional initiatives and retention policies to maintain the stock. Looking at the contributions by individual area: Consumer Finance reported an increase in net interest income, from €557.4m to €600.9m (up 7.8% YoY; up 2.6% QoQ), driven by higher lending volumes (up approx.

€609m), on a reduction in profit per unit. CIB saw NII rise from €161.7m to €170m (up 5.1% YoY; up 1.4% QoQ), due to an improved contribution from the Markets area, which was buoyed by the growth in interest-earning assets connected with the Certificates business and the ABS portfolio, more than offsetting the weak credit volumes concentrated in the first three months. Wealth Management posted a decrease in net interest income from €204.2m to €190m (down 7% YoY; up 2.6% QoQ), reflecting an asset trend marked by decreasing volumes and lower profitability (ROA: 2.83%; down 131 bps YoY; down 5 bps QoQ). Meanwhile treasury management generated net interest expense of €7.2m, a performance largely attributable to the reduction in market interest rates and to the reduced appeal of investments in sovereign debt, with spreads near to their lowest levels in ten years. It is also worth recalling that the Funds Transfer Pricing mechanism, through the centralized management, provides for incentives to be granted to support those businesses with most pressure on margins.

(€ m)

31 December 31

2025

December

2024

Chg.

Consumer Banking

600.9

557.4

7.8%

Wealth Management

190.0

204.2

-7.0%

Corporate and Investment Banking

170.0

161.7

5.1%

Holding Functions and others (including IC)

1.0

55.6

n.m.

Net interest income

961.9

978.9

-1.7%

Net treasury income - net treasury income totalled €69.3m, representing a slowdown on the €91.8m reported last year (down 23.9% YoY). The Markets division contributed €23.8m, far lower than last year's €43.9m. Dividends and other income received from Principal Investing activity amounted to €16.5m, whereas income from treasury operations by the Holding Functions division rose to €8.6m (from €5.6m). Looking at the results by area, the Markets division delivered a positive performance in the equity segment, where revenues rose by €32.1m, through management of the risks associated with certificates issued for clients; the fixed-income trading segment saw its contribution to net interest income increase at the expense of its share of net treasury income, where a net loss of

€8.3m was taken, in a market scenario which was less favourable in terms of interest rates and credit spreads, in the first three months in particular. Treasury management enabled income of €8.6m to be generated, offsetting the volatility of the proxy hedge trading portfolio - which was affected by the tightening credit spreads - with gains realized on the banking book (€25.1m).

(€ m)

31 December 31 December

2025 2024

Chg.

Corporate and Investment Banking

40.9

64.9

-37.0%

of which i market division

23.8

43.9

-45.8%

Principal Investing

16.5

16.0

3.1%

Holding Functions

8.6

5.6

53.6%

Other (including Intercompany)

3.9

5.3

-0.3%

Net treasury income

69.9

91.8

-23.9%

Net fee and commission income - these totalled €477.8m (down 13.1%), representing the difference between growth in Wealth Management (up 2.3%, to €276.6m) and the reduction in Corporate and Investment Banking (down 33.8%, to €146.4m). Recurring fees generated by the Wealth Management franchise17 rose to €275.9m (up 6%), including management fees (€181m, up 14%; ROA stable at 83 bps) and upfront fees of €36.5m (down 27% YoY); performance fees totalled €15.7m (stable YoY), while fee expense rose to €53.4m (up 40% YoY). Fees earned by CIB decreased to €146.4m, on a lower contribution from Investment Banking (€108.7m, versus €181.7m last year), with the Arma Partners' performance normalizing (down from €80.8m to €43.4m), and Mediobanca's activity levels suffering from an unhelpful comparison base compared to last year's exceptional results: Large Corporate (€28.5m; down 46% YoY; down 18% QoQ); Mid Corporate (€13.9m; down 47% YoY; down 39% QoQ). Corporate debt activity also generated lower fees of €39.1m (compared with €43.2m last year, including one contribution from Debt Capital Markets). Fees earned from Consumer Finance totalled €77.2m, with the Buy Now Pay Later share (HeyLight) totalling €11.9m (up 18% YoY), absorbing the increase in fees credited back to the third party networks (which rose from €11m to €18m), due to higher loans granted mostly by the MPS network.

(€ m)

31 December 31

2025

December

2024

Chg.

Wealth Management

276.6

270.4

2.3%

Corporate and Investment Banking

146.4

221.1

-33.8%

Consumer Banking

77.2

80.6

-4.3%

Holding Functions and other (including intercompany)

(22.4)

(22.7)

-1.3%

Net fee and commission income

477.8

549.4

-13.0%

Insurance and other investments recognized using the equity method - the increase in this item, from €230.3m to €276.4m (up 20% YoY) is attributable to the performance of Assicurazioni Generali (profit up from €226.7m to €272.7m, an increase of 20.3% YoY), based on healthy performances in all business sectors, especially Non-Life business which was boosted by the diminished impact of catastrophic events. The other investments contributed €3.7m. Operating costs - these grew from €782.8m to €816.2m (an increase of 4.3% YoY), rising in the final quarter in particular (up 14.1% QoQ) reflecting the higher provisions for the variable remuneration component for retention purposes in the case of key staff, and also to cover the performance fees accrued in institutional funds required to be credited back under the terms of the contracts. The cost/income ratio stood at 45.7%, approx. 35 bps worse than last year and 23 bps worse than for the twelve months ended 30 June 2025. The main components reflect the following trends:
  • Labour costs rose from €419.1m to €438.1m (up 4.5% YoY), and involve 5,533 staff (5,510 twelve months previously; stable versus end-June 2025), 1,770 of whom in Consumer Finance,

    17 WM franchise recurring fees: this includes management fees (including the component accounted for by the product factories), banking fees, upfront and advisory fees from distribution (Mediobanca Premier, CMB Monaco, Mediobanca Private Banking).

    655 in CIB, 2,250 in WM, and 849 in HF; the fixed remuneration component (which accounts for approx. 70% of the total) rose by 3.5%, reflecting the renewal of the national collective bargaining contract for the credit sector, in the retail area in particular; while the increase in the variable component was even steeper (up 9% YoY; up 6% net of the performance fees effect18 for the alternative asset management companies), despite the lower earnings, with a view to retaining key staff members; by area, labour costs in CIB rose from €112.4m to €113m (up 0.5% YoY), and in Wealth Management from €167.5m to €181.8m (up 8.5% YoY; up 5.4% YoY net of the performance fees effect); while in Consumer Finance labour costs totalled

    €73.6m (up 7.8% YoY) and in the Holding Functions decreased to €67.5m (down 1.3% YoY);

  • Administrative expenses rose from €363.7m to €378.1m (up 3.9% YoY), reflecting the increase in running costs related to the technology upgrade implemented in recent years (amortization of software and IT costs: up 11.9% YoY, to €101m) and to the higher volumes and complexity (operations costs: up 3.4% YoY, to €85m); conversely, costs related to project activities dropped (from €26m to €16m), in view of the various areas of work underway for the combination with the Parent Company, whereas marketing expenses rose (from €21m to €23m), concentrated in MB Premier and Compass (for the launch of Heylight). By individual division: Wealth Management reported costs of €153.8m (up 4.2% YoY); Consumer Banking of €130.9m (up 3.1% YoY); Corporate and Investment Banking of €84.9m (up 2.9% YoY); and the Holding Functions of €9.9m (up 8.8% YoY), €5.3m of which attributable to central costs.

(€ m)

31 December 31

2025

December

2024

Chg.

Labour costs

438.1

419.1

4.5%

of which: directors

5.8

5.6

3.6%

stock option and performance share schemes

18.8

5.7

n.m.

Sundry operating costs and expenses

378.1

362.9

4.2%

of which: depreciations and amortizations

58.0

52.0

11.5%

administrative expenses

320.1

310.9

3.0%

Operating costs

816.2

782.0

4.4%

(€ m)

31 December 31

2025

December

2024

Chg.

Legal, tax and professional services

13.0

10.3

26.2%

Other consultancy expenses

15.5

16.8

-7.7%

Credit recovery activities (net)

23.7

23.3

1.7%

Marketing and communication

25.1

22.1

13.6%

Rent and property maintenance

11.5

12.0

-4.2%

EDP

94.9

95.8

-0.9%

Financial information subscriptions

31.8

32.1

-0.9%

Bank services, collection and payment commissions

17.3

16.7

3.6%

Operating expenses

32.7

30.5

7.2%

Other labour costs

8.2

10.7

-23.4%

Other costs

28.2

23.7

19.0%

Direct and indirect taxes (net of substitute tax)

18.2

16.9

7.7%

Total administrative expenses

320.1

310.9

3.0%

18 Share of variable remuneration stipulated contractually when a given level of performance fees is reached, regardless of the overall results of the company and/or division.

Loan loss provisions - these grew to €144.8m (up 8.5% YoY), with the cost of risk (CoR) positioned at 53 bps (3 bps higher than at end-December 2024). The impact regarded almost exclusively Consumer Finance (€143m; up 3.1% YoY), which reflected a CoR equal to 175 bps (down 2 bps YoY), helped, in the final quarter especially, by positive management performances plus some writebacks related to the customary NPL stock disposals. The other portfolios, by contrast, all made a net contribution, as follows: CIB posted loan loss provisions of €5.1m; Wealth Management booked adjustments totalling €0.7m, while leasing, for the portfolios being run off in particular, credited €4m in writebacks linked to the gradual reduction in loans. The share of overlays reduced from €189.7m to €164.1m, €122.9m of which in relation to Consumer Finance (down €23.3m in the six months, part of which was attributable to the ECL parameters being re-estimated).

(€ m)

31 December 31

2025

December

2024

Chg.

Corporate and Investment Banking

5.1

(1.6)

n.m.

Consumer Finance

143.0

136.1

5.1%

Wealth Management

0.7

1.0

n.m.

Holding Functions (leasing and Treasury)

(4.0)

(2.1)

n.m.

Loan loss provisions

144.8

133.4

8.5%

Cost of risk (bps)

53

51

Provisions for other financial and non-financial assets19 - these reflect a €1m contribution to earnings, representing the difference between writedowns charged for banking book securities (€2m), most of which due to one financial bond being reclassified as UTP, plus the effects of the properties being recognized at fair value pursuant to IAS 40 (adding €1m); the combination of holdings in investment funds being measured to reflect the most recent NAV available was virtually nil.

31 December 31 December

2025 2024

Chg.

Hold-to-Collect securities

(2.1)

-

n.m.

Hold-to-Collect & Sell securities

0.2

2.3

n.m.

Financial assets mandatorily FVTPL

(0.1)

8.4

n.m.

Real estate revaluation at FV

1.0

-

n.m.

Provisions for other financial and non-financial assets

(1.0)

10.7

n.m.

Other gains (losses) - these totalled €4.5m, and regard: one-off costs totalling €21.3m, which refer to provisions to cover potential refunds to Consumer Finance customers (€7.7m), the establishment of a redundancy provision for staff employed in leasing operations (€3m), adjustment of contingent liabilities in respect of partnership agreements (€2.6m, the majority of which for Arma Partners), the one-off payment to the deposit guarantee scheme made in December 2025 (€2m), and various other costs totalling €6m. These costs were in part offset by contingent assets (which added €16.7m) due to the release of the Deferred Tax Liabilities (DTL) for trading items in accordance with IAS 39, once the term for assessment had ended (approx. €10m), the refund of the fine handed down by the Italian antitrust authority following the ruling by the Italian Council of State, cancelling the measure that had been by the authority (in an amount of approx. €5), and amounts released from provisions (€1.5m).

19 Under IFRS 9, the impairment process applies to all financial assets (securities, repos, deposits and current accounts) recognized at cost (the "Hold to Collect" model) and to all bonds recognized at fair value through other comprehensive income (the "Hold to Collect and Sell" model).

Income tax for the period - tax for the period totalled €150.3m, including charges related to the costs in connection with the public exchange offers (€32.9m), and having taken account of the fact that the adjustments for intangible assets are not tax-deductible; thus current operations reflect tax of €183.2m and a tax rate of 23.2% (compared with €231.4m and 24.8% respectively last year).

Mediobanca has adhered to the co-operative compliance regime introduced by Italian Legislative Decree 128/2015 with the Italian revenue authority. During the financial year ended 31 December 2025, preliminary discussions were launched as provided by the arrangement, with the submission of an abbreviated appeal on Group VAT plus two major notifications regarding the change of control and also the change of financial year, plus the establishment of the Frankfurt branch, including the Funds Transfer Pricing policies to be applied there. On 30 December 2025 both Compass Banca and Mediobanca Premier were formally admitted to the regime.20

At a Board meeting held on 19 December 2025, the Directors of Mediobanca, having duly noted the favourable opinion issued by the Related Parties Committee, adopted a resolution to adhere to the national tax consolidation arrangement of the Banca Monte dei Paschi di Siena Group (the BMPS Group).

Accordingly, on 23 December 2025, effective from 1 January 2026, a specific contract was signed pursuant to Article 117ff of Italian Presidential Decree 917/1986. This entailed, as an effect of the provisions of Article 13 of the Italian Ministerial Decree issued on 1 March 2018, the suspension of the former Mediobanca Group's tax consolidation (which remained in force until 31 December 2025), resulting in the tax position of the participating companies being transferred to the consolidating entity.

Becoming part of the BMPS Group tax consolidation will generate positive effects for the consolidating entity, in terms of accelerated use of prior tax losses, in respect of which Deferred Tax Assets had been recognized, by using the debt position of Mediobanca and its subsidiaries.

This is consistent with the existing ownership situation and with the corporate integration process following the acquisition and exchange offer launched by the parent company; it entails no prejudicial factors for Mediobanca or its subsidiaries, as it does not generate any penalizing effects either in earnings or financial terms.

The IRAP rate of 2% introduced by Italian Law no. 199/2025 (the 2026 Italian Budget Law) for the 2026-28 three-year period generated a slight benefit overall (of €1.1m), representing the difference between the effects on the advance tax assets and deferred tax liabilities, and considering the adjustments to the stocks existing at the start of the reporting period, net of any writeoffs or new accruals for the period.

20 Compass Banca and Mediobanca Premier were admitted to the regime pending presentation of the legal certification which must be sent by 30 September 2026, as provided by Italian Legislative Decree 192/2025. For both banks, the benefits described will apply as from the FY 2023-24 tax period for direct tax, and from 2024 for indirect tax.

Profit-and-loss figures/balance-sheet data by division WEALTH MANAGEMENT

This division brings together all asset administration and management services offered to the consolidated clients:

  • Private Banking (Mediobanca Private Banking and CMB Monaco);

  • Mediobanca Premier, formerly CheBanca!;

  • Asset Management division, primarily captive business (Mediobanca SGR, Polus Capital, RAM Active Investments, Mediobanca Management Company).

  • This division also includes the results of the fiduciary business carried on by Spafid S.p.A., as well as by Spafid Trust S.p.A.

(€ m)

31 December

2025

30 June

2025

31 December

2024

Chg.%

Profit-and-loss

Net interest income

190.0

404.7

204.2

-7.0

Net trading income

6.4

12.5

5.5

16.4

Net fee and commission income

276.6

555.3

270.4

2.3

Total income

473.0

972.5

480.1

-1.5

Labour costs

(181.8)

(338.4)

(167.5)

8.5

Administrative expenses

(153.8)

(302.3)

(147.6)

4.2

Operating costs

(335.6)

(640.7)

(315.1)

6.5

Loan loss provisions

(0.7)

21.0

(1.0)

-30.0

Provisions for other financial and non-financial assets

1.2

0.2

0.1

n.m.

Other income (losses)

(1.2)

(15.8)

(4.0)

-70.0

Profit before tax

136.7

337.2

160.1

-14.6

Income tax for the period

(41.9)

(103.6)

(48.5)

-13.6

Minority interest

(1.7)

(2.1)

(1.0)

n.m.

Net profit

93.1

231.5

110.6

-15.8

Cost/Income (%)

71.0

65.9

65.6

€ m

31 December

30 June

31 December

2025

2025

2024

Balance-sheet data

Loans and advances to customers

17,824.8

17,604.9

17,088.9

of which:

MB Premier

13,038.1

12,880.3

12,615.2

Private Banking

4,786.7

4,724.6

4,473.7

New loans

736.1

1,550.6

652.3

Risk-weighted assets

7,073.7

6,880.5

6,201.2

RORWA

2.7%

3.8%

3.8%

No. of staff

2,250

2,280

2,283

The Wealth Management division recorded stable TFAs of €115bn, on €2.6bn of managed NNM in the six months. Revenues for the six months totalled €473m, at the same level as last year and higher in 3M (up 10.9% QoQ). Net profit came in at €93.1m (down 15.8% YoY), due to higher impact of costs and incentives. RORWA 2.7%.

The rate of growth in fee income slowed compared to last year (up 2.3% YoY, compared with average 6M growth of almost 7% in the last two years), as did the increase in indirect funding volumes (NNM totalled €1.4bn, compared to an average figure of over €4bn in the last two years). This trend was particularly evident in domestic Private Banking, where net profit reduced to approx. €9m (down 69% YoY), primarily because of the lack of upfront fees, in part due to outflows of indirect funding (which totalled €1.1bn in the six months, concentrated in the final quarter), as a result of the exit of bankers and clients. The net profit earned by Mediobanca Premier totalled €51m (up 7.4% YoY), even though the final quarter was challenging (NNM approx. €200m, compared with €1.1bn in the first quarter); while that of CMB Monaco was less impacted QoQ (€23.7m; down 14.5% YoY). The profits earned by the asset management companies totalled approx. €10.9m (versus €5.9m last year), on a good end-year performance fee result.

The division operated in a market scenario that overall was favourable, albeit still impacted by the instability generated by the US government's action. The European economy regained momentum as a result of trade exchanges with the United States normalizing, and helped by the greater macroeconomic stability; share prices continued to reflect an upward trend with low volatility levels, repeatedly recording new highs; while the interest rate changes during the period were relatively immaterial, with the ECB's monetary policy stable and that of the Fed slowing. Sovereign debt spreads in the Eurozone decreased in the reporting period, with the exception of those for French debt, which recovered virtually all the widening seen in the first quarter because of the institutional stalemate situation. Precious metal prices appreciated considerably during the six months, as in the market's view, these alone would balance any corrections in risk assets.

The Private Banking segment maintained its focus on offering investment solutions for UHNWI clients in both the public and private markets components. With regard to private markets, the private credit evergreen funds platform has been further enhanced in conjunction with international partners, featuring the Blackstone European Private Credit (ECRED), Morgan Stanley European Private Income Fund (EPIF) and Apollo European Private Credit (AEPC) products, plus the new Blackstone BXPE Private Equity and EQT ENIF Infrastructure funds, which complement the existing strategies, with over €206m gathered in six months, €76m of which in the final quarter.

As for public markets, the production of certificates in the six months totalled €370m in placements, with a reduction in volumes (€921m in the previous six-month period, compared with just over €1bn last year), reflecting the impact of market trends plus the corporate events affecting the company; asset management products, including customized managed accounts (which are a more sophisticated, bespoke version of traditional asset management products), totalled approx.

€7bn, with an approx. €100m reduction in terms of stock.

Implementation of the Private and Investment Banking model continued, which considers liquidity events generated by Investment Banking as one of the most important factors for the growth of assets under management, and is based on synergies with the CIB Division. In the six months approx. €460m were generated from liquidity events.

As for the Premier segment, the sale of funds with delegated management by Mediobanca SGR continued, in partnership with leading international asset managers, with almost €212m gathered in the six months. In December 2025 placements of target maturity funds worth over €200m also continued, more than half of which for Mediobanca Selezione Cedola III edizione and RAM High Income Credit Opportunities TMF 2030. As at end-December 2025, asset management products

totalled €658m (basically unchanged). Placements of securities during the period reached approx.

€624m, €421m of which BTP Valore, plus €160m in certificates and €43m in bonds.

In Alternative Asset Management, Polus Capital recorded €10.6bn in assets under management (up €0.4bn during the period under review). The six months include the launch of CLO XX in Europe (€450m), and the target objective for the first Special Situations fund being exceeded (by

€150m, vs a stock of almost €900m); the future pipeline remains solid, with further CLOs currently at the warehousing stage, both in the United States (CLO US III, $400m, priced in December 2025, which closed on 8 January) and in Europe, for which the Polus Loan Investments III line capital will be used (involving a €425m commitment).

RAM AI reported consistently positive inflows during the six months, with more than €2bn of assets managed, up approx. €170m, including a good performance by the Emerging Markets Equities funds (inflows of €78m), RAM Mediobanca Strata Credit (€78m), and European Market Neutral Equities (€10m).

Overall the distribution structure consists of 1,365 professionals, 1,225 in Premier Banking, split between 521 bankers and 704 FAs, working from 95 branch offices and 116 POS; in the six months a net exit of 28 professionals was reported by the network (eight in Private Banking and 20 in Premier Banking). Private Banking now has 140 bankers (versus 148 at end-June 2025); the net exit of eight professionals was concentrated in the Italian segment. Retention measures have been activated in both networks in order to retain bankers and portfolios, ahead of the resumption in hiring.

31 December

2025

30 June 31 December

2025 2024

Chg.%

Commercial data

Relationship managers

521

553

538

-5.9%

Financial advisors

704

693

643

1.6%

No. of branches/agencies MB Premier

211

211

208

1.4%

Private Banker

140

148

156

-5.4%

***

Assets managed on behalf of clients (TFAs) totalled €115.3bn (up 7.9% YoY; down 1% QoQ), including a market effect of €1.8bn; in particular the high-quality component (AUM) rose to

€53.9bn (up 11.8% YoY; up 1.3% QoQ), driven by Mediobanca Premier (€20.3bn: up 3.4% QoQ; up 20% YoY); while AUA totalled €31.1bn (down 1.3% QoQ and up 2.3% YoY). Deposits totalled

€30.3bn (down 2.6% YoY, up 7.4% QoQ). Private Banking reported TFAs of €49.3bn (30/9/25:

€50.4bn), €37.3bn of which AUM/AUA (up 1.3% YoY; down 1.9% QoQ), and €12bn of which deposits; Premier Banking reported TFAs of €50.2bn, €31.9bn of which AUM/AUA (up 16% YoY and up 2.9% QoQ), and €18.3bn deposits. TFAs in Asset Management increased by approx. €1bn in the six months, with a stock of €33.3bn, €17.5bn of which placed within the Group.

Net New Money in the final quarter posted an outflow of €1.1bn, €0.8bn of which in deposits, reflecting major outflows in MB Private Banking side (€544m) and AUA (€608m); while the outflow of AUM was smaller, at €280m; the trend in Premier Banking was more favourable, which, while an outflow was recorded here too (€441m), nonetheless saw inflows of both AUM (€451m) and AUA (€194m); the product factories reported net inflows of approx. €60m.

Net TFAs

31 December

2025

30 June

2025

31 December

2024

Dec 25 /

June 25

Dec 25 /

Dec 24

Private Banking

49,312

49,170

47,167

0.3%

4.5%

Premier Banking

50,221

47,953

44,826

4.7%

12.0%

Asset Management

33,299

32,299

31,686

3.1%

5.1%

Intercompany

(17,516)

(17,280)

(16,854)

1.4%

3.9%

Wealth Management

115,316

112,141

106,824

2.8%

7.9%

Deposits

31 December

2025

30 June

2025

31 December

2024

Dec 25 /

June 25

Dec 25 /

Dec 24

Private Banking

12,005

11,945

10,324

0.5%

16.3%

Premier Banking

18,312

18,458

17,904

-0.8%

2.3%

Asset Management

-

-

-

n.m.

n.m.

Wealth Management

30,317

30,403

28,228

-0.3%

7.4%

AUM/AUA

31 December

2025

30 June

2025

31 December

2024

Dec 25 /

June 25

Dec 25 /

Dec 24

Private Banking

37,307

37,225

36,843

0.2%

1.3%

Premier Banking

31,909

29,495

26,922

8.2%

18.5%

Asset Management

33,299

32,299

31,686

3.1%

5.1%

Intercompany

(17,516)

(17,280)

(16,854)

1.4%

3.9%

Wealth Management

84,999

81,738

78,596

4.0%

8.1%

Net New Money

Private Banking

IQ

946

IIQ

277

IIIQ

202

IVQ

2,118

IQ

542

IIQ

(1,371)

Premier Banking

1,069

1,149

1,517

1,480

1,141

205

Asset Management

553

825

624

239

800

62

Wealth Management

2,568

2,251

2,344

3,837

2,484

(1,104)

Chg, %

Chg, %

Chg, %

2024-2025

2025-2026

Customer loans totalled €17.8bn (up 1.2%); mortgage loans account for €13bn of the total (an increase of 1.2%), on new loans of €736.1m for 6M (up 12.9%), which offset the repayments totalling €676.3m (€378.1m of which were early repayments); the share represented by Private Banking totalled €4.8bn, €3.3bn of which was attributable to CMB Monaco clients (up 5.9%).

Gross NPLs totalled €192.7m (up €5.8m), and account for 1.1% of gross total loans; €135m of the stock is attributable to the MB Premier mortgage loan component (which reduced by €7m), and €57.5m to CMB Monaco, reflecting the inclusion of a couple of adequately collateralized positions (the balance at end-June 2025 was €43.5m); the coverage ratio fell from 44.1% to 41.9% (67% for bad debts), driving an increase in the stock of net NPLs, which increased from €104.5m to €111.9m (or 0.6% of net loans), split almost equally between the MB Premier mortgage lending component (€55.2m, of which net bad loans €21.5m) and CMB Monaco (€56.7m). Loans classified as Stage 2 decreased from €652.1m to €549.1m, boosted by the strong reduction at CMB Monaco (from €114.8m to €19.1m) due to certain overdraft positions returning to normal; while the share attributable to MB Premier totalled €530m, lower than at end-June 2025 (€550.3m) following the exit of certain forborne positions; the share of net loans represented by Stage 2 positions reduced to 3.1% (30/6/25: 3.7%).

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