Mediobanca Board of Directors' Meeting Results for 3M ended 30/9/25 approved Board of Directors committees appointed WM: TFAs rose to €116bn on Net New Money of €2.5bn CF: NEW LOANS UP 12%1 CIB resilient, especially in advisory business
REVENUES STABLE1 AT ~€870M
ON STABLE1 NET INTEREST INCOME AND NET FEE INCOME
STABLE1 AT €322M
ROTE ADJ.2 13% CET13 15.8%, WITH RWAS DOWN 2% IN 3M TO €45BN Shareholder remuneration confirmed: Dividend balance €0.59 payable on 26 November 2025 Proposed cash payout ratio 100% as at Dec.25 Reporting to be aligned with BMPS parent company from end-Dec.20251 YoY change: 3M Sept25 vs 3M Sept24
2 Net of non-recurring components.
3 CET1 phase-in. CET1 fully-loaded 15.5%.
At a Board meeting of Mediobanca held on 5 November 2025, with Umberto GRILLI in the Chair, the Directors of Mediobanca approved the Bank's individual and consolidated results4 for the three months ended 30 September 2025 as illustrated by Chief Executive Officer Alessandro MELZI D'ERIL.
Consolidated resultsThe consolidated net profit attributable to the period, before costs related to the Offers by BPMS and for BG, stands at €321.7 million, substantially in line with last year (-2.5%). The adjusted ROTE¹ stands at 12.8%.
The consolidated accounting net profit amounts to €291.2 million after incorporating extraordinary costs related to the OPS of €45.3 million (€30.5 million net), for financial and legal advisory services and direct expenses connected to the BMPS transaction and the one involving Banca Generali, as well as the income statement impact of the early termination of LTI plans.
Revenues totalled €867.6m, stable compared to last year, helped by the diversification of the businesses and sources of income WM down 1.8% (to €224.3m), CIB down 6% (to €171.2m), CF up 6.9% (to €335.3m), INS up 12.7%, (to €129.6m). Net interest income was resilient, at €478.5m (down 1.3%); net fee income was virtually unchanged at €232.3m, while the contribution from Assicurazioni Generali was higher at €128.7m (from €105.4m). Operating profit totalled €417.1m (down 2.6%), on a cost/income ratio that remains low at 43.9% with the cost of risk stable at 51 bps.
Revenues were down 8.9% quarter-on-quarter, reflecting the lower contribution from Assicurazioni Generali (down 20.3%) and net trading income (down from €40.9m to €27.2m), plus an 8.7% reduction in fees due to seasonality effects typical of the summer months, only in part offset by the lower variable labour costs component.
Highlights in terms of the commercial performance were as follows:
€84.8bn (up 13.1% YoY, up 3.8% QoQ), while deposits grew to €31.1bn (up 10.5% YoY and up 2.4% QoQ). The growth was driven by approx. €0.4bn inflows from liquidity events and an asset mix reflecting more than 80% of AUM. While some bankers have left MB Private Banking in last Q, recruitment by Mediobanca Premier continues, despite slowing.
4 Since Banca Monte dei Paschi di Siena S.p.A. acquired a controlling interest in Mediobanca S.p.A., the latter no longer qualifies as parent company under the regulations in force. Accordingly, as of 15 September 2025, the Mediobanca Consolidated has been removed from the register of banking consolidated, Mediobanca has become subject to the direction and co-ordination of Banca Monte dei Paschi di Siena, and it, along with all the companies controlled by it, has become part of the Monte dei Paschi di Siena Banking Consolidated. At present Mediobanca continues to disclose its quarterly reporting in the form of a press release prepared on a consolidated basis, for the scope corresponding to the former Mediobanca Consolidated, in accordance with the provisions of Article 27 of Italian Legislative Decree 127/, which confirms that the obligation continues to apply to subsidiaries that have issued financial instruments admitted to trading on regulated Italian or EU markets.
by the reductions in credit spreads and weak volumes, and were also affected by the prudent asset management adopted.
€1.7bn region) and the introduction of the new PD models in the corporate segment
(generating €1.7bn in savings) in the last quarter.
Turning now to the main income sources:
the business line level, fees earned by Wealth Management increased from €124.4m to
€127.7m (up 2.7% YoY, down 10.2% QoQ), driven by management fees (€90.1m of which attributable to the distribution networks, up 16.9% YoY, up 7.9% QoQ; €18.3m attributable to asset management, up 24.9% YoY, down 3% QoQ), and banking fees (€28.4m, up 15.1% YoY, up 10.8% QoQ), while there was a reduction in upfront fees which totalled €14.7m (down €5m YoY; down €21m QoQ), impacted, in the Private Banking segment in particular, by the fewer market opportunities and by the seasonal factors associated with the summer months in comparison with previous quarter. Fees earned from CIB operations decreased slightly, from €77.9m to €75.7m (up 2.8% YoY; down 12.3% QoQ), with a solid performance from advisory business (which posted fees of €59.2m, up 11.8% YoY and resilient QoQ).
€6.3m;
€128.7m, higher than last year (up 22.2%, from €105.4m), but lower than the previous quarter (down €32.8m; or 20.3%). The other IAS 28 investments contributed €0.9m (versus €3.8m at end-September 2024).
Operating costs rose from €370.2m to €381.3m (up 3% YoY, down 12.1% QoQ): labour costs remained stable (at €200.1m), as the increase in headcount (with 60 new professionals, for a total of 5,551) and of fixed remuneration (up 6% YoY), was offset by lower accruals for the variable components aligned with the trend in revenues; instead, the increase in administrative
expenses (up 6.5%, from €170.1m to €181.2m) was mainly driven by the technology component (up 15% YoY) and expenses attributable to branches and offices (up 6% YoY, due in particular to expansion of the WM network). Quarter-on-quarter administrative costs were significantly lower, down 12.5%, as a result of the customary seasonal factors, coupled with a widespread slowdown in projects (expenses for which decreased from €12m to around €6m YoY) plus the suspension of non-priority initiatives associated with the minor entities. The cost/income ratio closed at 43.9% (vs 42.8% twelve months previously, and vs 45.6% in the fourth quarter of the previous financial year). At the individual business line level: operating costs attributable to Wealth Management totalled €159.4m (up 5.4% YoY and down 4.3% QoQ); while those attributable to CIB decreased from €90.8m to €87.9m (down 3.2% YoY and down 20.9% QoQ), and those associated with Consumer Finance totalled €98.4m (up 5.5% YoY, down 7.7% QoQ); while the costs incurred by the Holding Functions totalled €36m (+2.9% YoY and down 24.7% QoQ), with the central units component accounting for 6.5% of the total consolidated costs (vs 6.7% last year).
Loan loss provisions totalled €69.2m, higher than last year (up 3% YoY; up €2m YoY) and higher also than in the previous quarter (€47.2m, up 46,6% or €22m) which benefited from one-off writebacks in respect of mortgage loans (for €14.4m), and involve mainly Consumer Finance (€71.7m; up €3.5m YoY and up €3.6m QoQ;); the consolidated cost of risk was 51 bps (stable YoY; up 5 bps QoQ net of the one-off effects on the mortgage loan portfolio), while the cost of risk for Consumer Finance was 177 bps (down 2 bps YoY and down 6 bps QoQ). The contribution for the other business lines was virtually zero, with only slight adjustments taken for Corporate and Investment Banking (down €0.6m), more than offset by the net writebacks in Wealth Management (up €0.2m) and for the Holding Functions (up €2.9m, in connection with the Leasing portfolio being run off). The stock of overlays totalled €177m, following reductions of
€12.6m (vs 6.3m in 1Q FY24/25 and approx. €1m in previous quarter), virtually all of which were attributable to Consumer Finance.
Mark to market for holdings in investment funds and banking book securities amounted to approx. €2m (€12.4m last year), while other gains and losses totalled €0.9m, consisting of contingent liabilities and provisions (€14.1m) and extraordinary income (€15m).
The share attributable to the partners of Arma Partners (€7m) has been accounted for as minority
interest (€6.5m as at previous year; €20.7m as at previous quarter).
Following the completion of the BMPS offer, extraordinary costs of €45.3m have been booked to the accounts (€30.5m net of taxation), attributable to: i) finalization of the direct costs incurred in respect of activities relating to the BMPS offer itself, and the offer launched for Banca Generali (having regard to the fact that virtually all the engagements entailed joint management of both deals); and (ii) costs arising in connection with the change of control, in relation to the acceleration of the Mediobanca share-based payment schemes and the extension of the insurance covering directors' liability.
Regarding the acceleration of the performance share schemes, it should be noted that following the disclosure of the final results of the public exchange offer launched by Banca Monte dei Paschi di Siena (11 September 2025), which confirmed the change of control for Mediobanca, the changes to the Long-Term Incentive Plan 2023-26 and the Performance Share schemes approved by the Board of Directors of Mediobanca at the meeting held on 26 June 2025 became effective. Therefore all plans were closed early, and a total of 6,122,932 shares were converted into a cash amount of €122m, based on a valuation corresponding to the average value of the Mediobanca share price calculated during the BMPS Offer Period
(€19.9216). Conversely, Mediobanca is thereby released from the commitment to deliver 6.1
million shares to employees already recognized in the accounts as treasury shares.5
* * *
On the balance-sheet side, total assets amounted to €104.6bn (30/6/25: €104bn; 30/09/24:
€98.2bn), with the main items reflecting the following performances:
€3.2bn to €2.9bn, but up 6.5% YoY, from €2.7bn to €2.9bn), despite the Large Corporate segment's resilience (where customer loans were stable QoQ , and up 3.1% YoY from €16.4bn to €16.9bn); while there was a slight increase in Wealth Management (up 1.1% QoQ and up 5.1% YoY to €17.8bn);
€983.7m to 1,140.1m and -2.8% QoQ, from €1,173.5m to €1,140.1m), automotive finance (up 2.5% YoY, broadly stable QoQ at €354.5m), and special purpose loans (up 2.2% YoY, broadly stable QoQ at €277m); while BNPL new business continues to grow (up 32.9% YoY, broadly stable QoQ at €181.7m,). Lending and Structured Finance volumes decreased from €1.3bn to €1.2bn YoY (down 30.2% QoQ, from €1.8bn to €1.2bn), while turnover in factoring business amounted to €2.2bn (up 12.3% YoY; down 13.7% QoQ). In WM, Mediobanca Premier new mortgage loans increased from €286.7m to €379.7m YoY (down 27,9% QoQ, from €526.5 to
€379.7 m), and Lombard loans worth approx. €42m were recorded (€29m of which
attributable to CMB Monaco);
€76.7m QoQ; down €166.2m YoY), attributable in particular to repayments made in the Large Corporate segment (where the stock reduced from €116.5m to €66.9m QoQ; down €87.7m YoY), plus certain Specialty Finance clients regularizing their positions (with a decrease from
€96.4m to €69.3m); Stage 2 positions in Consumer Finance totalled €1,618.6m (up €15.9m
5 In accordance with the international financial reporting standards (IFRS 2), the component originally calculated at the date on which the shares were allocated that had not already been recognized as a cost has been taken to profit and loss account, resulting in a gross impact of €19m, while the difference between the original value and fair value (€71m) has been taken through other comprehensive income, along with the relevant social security contributions; all items are deductible for tax purposes. The overall impact of the transaction is slightly above €100m. The conversion of the performance shares into cash releases Mediobanca from the commitment to deliver to employees 6.1 million shares already booked to the accounts under treasury shares (6.7 million shares booked to the negative reserves for an amount of approx. €103m, with a current value of approx. €110m).