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BLE GREE STAINA NABL ND FRAM RK BOND AMEW EWORK I NAUGUR AL G - - PowerPoint PPT Presentation

OBANCA GROUP OUP - MEDI DIOBANCA EEN AND ND SUSTA BLE GREE STAINA NABL ND FRAM RK BOND AMEW EWORK I NAUGUR AL G REEN B OND T RANSA ION URAL SACTIO August 2020 A GENDA DA Section 1 Mediobanca at a Glance Our Sustainability and CSR


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MEDI DIOBANCA OBANCA GROUP OUP - GREE EEN AND ND SUSTA STAINA NABL BLE BOND ND FRAM AMEW EWORK RK

INAUGUR

URAL AL GREEN BOND TRANSA SACTIO ION

August 2020

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SLIDE 2

AGENDA

DA

Section 1 Mediobanca at a Glance Our Sustainability and CSR Positioning Impact on People, Environment and Community Section 2 Mediobanca Green and Sustainable Bond Framework Section 3 Inaugural Green Bond Transaction Appendix Impact on People, Environment and Community

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MEDIOBAN BANCA CA OVE VERVIE VIEW W AND ES ESG ST STRATEG ATEGY

Section 1

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4

MEDIOBANCA IOBANCA GROUP OUP:

: AN

AN INTEG TEGRATE RATED BUSINE SINESS SS MODEL EL …

Mediobanca at a Glance Section 1

Capital intensive NII driver Anti-cyclical Labour intensive Fee driver Cyclical Capital light Fee driver Recurrent EPS/DPS accretive Revenue driver Source of capital

Principal Investing

HIGH SYNERGIC BUSINESS HIGH RETURN BUSINESS DIVERSIFICATION OPPORTUNITY REALLOCATION OPPORTUNITY

Wealth Management Corporate & Inv.Banking Consumer Banking

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SLIDE 5

5

… WITH SOLID

ID FEATU TURE RE AND STABL BLE PROFITABIL OFITABILITY ITY

Revenues: €2.5bn Net profit: €600m ROTE adj: 10% C/I ratio: 47% Total assets: €79bn Loan book: €47bn TFA: €64bn

  • No. of staff:

4.9k CETI : 16.1%, Tot. Cap: 18.8% Moody’s rating 3 : Baa1 S&P rating 3 : BBB Fitch rating 3 : BBB- DPS: €04 Stated payout: 0% Loan/funding ratio: 85% Market cap.3: €5.9bn

Revenues (€m) Net profit (€m) ROTE adjusted2

2,196 2,419 2,525 2,513 June17 June 18 June19 June20 750 864 823 600

One-off includ. Covid

June17 June18 June 19 June 20 8% 10% 10% 10% June17 June18 June19 June 20

CIB 23% WM 23% Consumer 43% Other 11%

Revenues1

CIB 42% WM 10% Consumer 25% Other 23%

RWAs1

Mediobanca at a Glance Section 1

Key financial information1

1) Figures referred to FY20 period (June-end 2020 annual period) 2) Excluding items stemming from Covid emergency, systemic fund provisions, impairments on equity stakes and securities, and other positive/negative one-off items 3) As at 5 August 2020 4) In accordance with ECB guidance on Covid crisis

Net profit adj.: 887

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6

1) 3Y CAGR 2016-19 2) Banking business defined as Group activities excluding Assicurazioni Generali contribution

MEDIOBANCA IOBANCA DELIV LIVERED RED SIGNIFICANT NIFICANT GROWTH TH IN IN LAST 3Y BUSINE SINESS PLAN AN…

Mediobanca at a Glance Section 1

Growth in revenue-generating assets:

TFAs up 25%¹, AUM up 31%,¹ loans up 9%,¹ funding up 3%¹

In last 3 years business plan we have significantly enlarged and reshaped the Group Business positioning enhanced, investing in people

(headcount up 6%¹)

and distribution

  • incl. through M&A

Growth in capital generation €1.1bn dividend distributed

doubled vs previous 3Y

Growth in revenues (up 7%¹), profit (EPS adj. up 13%¹), and dividend (DPS up 20%¹) Operational gearing & asset quality preserved distinctive

cost/income ratio @46%, gross NPE/Ls <4%

Growth in profitability Banking² and Group ROTE @10%

(up 3pp in 3Y)

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SLIDE 7

7 EU banks SREP1

…KEEP

EPING ING AN AN OUTSTAN STANDIN ING RISK SK PROF OFIL ILE AT AT EU EU LEV EVEL EL…

Stronger in capital… …stronger in asset quality… ….better leverage ratios… …with lower exposure to Govies...

Mediobanca at a Glance Section 1

3.9% 3.4% 6.7% 45% 47% 54% 20,0% 30,0% 40,0% 50,0% 60,0% 0% 2% 4% 6% 8% 10% MB EU avg. IT avg.

Stage 32 - MB vs ITA and EU MB buffer over SREP: ~600bps, among the highest in EU

8.25%

Bank 1 Bank 2 MB Bank 3 Bank 4 Bank 5 Bank 6 Bank 7 Bank 8 Bank 9 Bank 10 Bank 11 Bank 12 Bank 13 Bank 14 Bank 15 Bank 16 Bank 17 Bank 18 Bank 19 Bank 20 Bank 21 Bank 22 Bank 23 Bank 24 Bank 25 Bank 26 Bank 27

  • Avg. 9.9%

ITA banks SREP1 106% 66% 44% 58% 131% 33% 105% 39% 114% 31% 138% 161% 160% 116% 236% 163% 240% 169%

MB Bank 1 Bank 2 Bank 3 Bank 4 Bank 5 Bank 6 Bank 7 Bank 8 Domestic govies/CET1 Other govies/CET1

137% 205% 204% 218% 247% 269% 283% 268% 279%

2020 EU-wide transparency exercise (figures as at Dec. 2019)

8.2% 5.3% 0% 2% 4% 6% 8% 10% MB EU avg.

Leverage ratio3 - MB vs EU

1) SREP before any changes from the application of CRD V Article 105 brought forward by the ECB in March 2020 2) Source: EBA Risk Dashboard – Data as of Mar.20 - %of loans (histogram) and coverage ratio (dots) 3) Source: EBA Risk Dashboard – Data as of Mar.20

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8

…ABLE

LE TO TO ABSORB ORB COVID OVID IMPACT PACT MAINTAININ NTAINING EXCELLEN CELLENT ASSET ET QUAL ALITY ITY AND CONSER NSERVATIV TIVE PROV OVISION ISIONING ING

Mediobanca at a Glance Section 1

1) Following the introduction of the new definition of default (DoD), as of September 2019 ~€170m of gross exposure (90% of which in Consumer Banking) was moved from stage 2 to stage 3 2) Figures in the graphs in upper part of the slide refer to Customers Loan Book and therefore may differ from EBA

  • Dashboard. In particular EBA includes NPLs purchased and treasury balances that are excluded in MB

classification

Mediobanca: coverage ratios remain rigorous post-Covid-19, with increase in stage 2 largely due to moratoria

89% 90% 88% 0.47% 0.46% 0.55%

  • 1,5%
  • 1,0%
  • 0,5%

0,0% 0,5% 1,0% 50% 60% 70% 80% 90% 100% 110% 120% June19 Mar20 June20 .3,9% 3.8% 4.1% 54.8% 55.1% 55.3% 10,0% 20,0% 30,0% 40,0% 50,0% 60,0% 70,0% 0,0% 2,0% 4,0% 6,0% 8,0% June19 Mar20 June20 6.5% 5.9% 7.0% 10.6% 10.5% 10.2%

  • 10,0%
  • 5,0%

0,0% 5,0% 10,0% 15,0% 20,0% 0,0% 2,0% 4,0% 6,0% 8,0% 10,0% 12,0% 14,0% June19 Mar20 June20

“Performing” - Stage 12 “Performing” - Stage 22 NPLs - Stage 32

0.9% 0.8% 0.9% 80% 81% 82% 50,0% 55,0% 60,0% 65,0% 70,0% 75,0% 80,0% 85,0% 90,0% 0,0% 1,0% 2,0% 3,0% 4,0% June19 Mar20 June20

  • /w Bad Loans2

…with CIB reducing UTPs …and Consumer increasing “Performing” coverage

642 545 519

200 400 600 800 1000 1200

June19 Mar20 June20

Gross UTPs, €m, CIB division Performing loans coverage, Consumer division

3.0% 2.7% 2.7% 2.8% 3.2% June19 Sept19 Dec19 Mar20 June20

New DoD1

€0.5bn moratoria reclassified

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SLIDE 9

9 1) https://www.mediobanca.com/static/upload/gro/group_esg_policy_bod_24-october-2019.pdf 2) https://www.mediobanca.com/static/upload/csr/csr-001-17_group-sustainability-policy.pdf

IN IN THE LAST ST 3Y CSR HAD A SIGNI NIFICAN FICANT EVOL OLUTIO UTION TOO…

Our CSR and Sustainability Positioning Section 1

Group Sustainability unit set up reporting directly to CEO Group Sustainability Management Committee Group Sustainability Policy First Group materiality matrix Group sustainability reporting drawn up for the first time Directive on responsible investing Materiality matrix updated via a multi- stakeholder forum Signatory to UN Global Compact First Consolidated Non- Financial Statement 2016-2017 2017-2018 2018-2019 Group Policy on responsible lending and investing1 Online training course

  • n Sustainability and

Human Rights ESG indexes PRI – Principles for Responsible Investments subscription CSR objectives included in the 2019-2023 Strategic Plan CSR Committee within the Board of Directors Group Sustainability Policy update2 Multi-stakeholder online questionnaire to update the Materiality Matrix 2019-2020

Key steps of our strategy

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… RELY

LYING ING ON ON OUR DISTINCTIV TINCTIVE CUL ULTURE TURE AND POSITIONIN SITIONING…

Our CSR and Sustainability Positioning Section 1

Comprehensive ESG approach

CSR involving the whole

  • rganization

Remuneration policy fully aligned with stakeholders’ interests

Governance progressively evolving

Free float at 100%, institutional investors at 75% Board quality steadily improved/improving in number, mix of competences, independence

High capital generation, high asset quality content

CET1@16% Last capital increase in 1998 Unrivalled asset quality Low operational gearing

Limited exposure to ITA macro and adverse regulation

Low exposure to Italian spread and govies Low NII sensitivity to interest rates and GDP Solid loan book/TFAs growth

  • ver the whole cycle

Responsible business approach

Strong brand value Reputable, trusted, high- quality player Talent-driven

  • rganization

Strong positioning in businesses whose growth is driven by long-term trends

Leading investment bank in Southern Europe One of top 3 operators in Italian Consumer Banking Distinctive player in WM

Specialization and Innovation

Private-Investment Bank

  • f choice for Italian

entrepreneurs Innovative, long-standing profitable consumer bank Unique human-digital bank for affluent customers

Stable Board and management in the last 15Y

Indepth knowledge of business environment Long-term approach to business Strong risk management as part of DNA

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… AND ON

ON THE SUSTAINABI TAINABILITY ITY PRINCIP INCIPLE LES WE WE EMBRACE RACE

Our CSR and Sustainability Positioning Section 1 SUSTAINABILITY POLICY

Ten principles of the UN Global Compact UN Sustainable Development Goals (SDGs) Universal Declaration of Human Rights

Mediobanca Group has based its Sustainability policy on the following principles

UN-supported Principles for Responsible Investment (“PRI”)

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THE KEY SDGS WE WE HAVE VE FOCUSED CUSED ON ON IN IN OUR STRA RATE TEGY …

The Mediobanca Group recognizes the important role and central place which training and professional development have for its staff. Training for the Group has a key role in the process of enhancing human resources: during FY 2018-19 a total of 92,141 hours of training were provided, compared with 50,622 hours the previous year The Group promotes and runs financial education and training via a series of instruments and ventures for clients and vulnerable areas. Crescere che impresa! is a project organized in partnership with Junior Achievement Italy with the aim of helping young people of school age to become familiar with economic and financial concepts through interaction between traditional methods and digital instruments and with the involvement of Group employees The Group is a signatory to the Valore D manifesto, a programmatic and strategic statement of intent to deliver increased diversity and gender inclusion within the company organization Mediobanca has been included in the 2019 and 2020 Bloomberg Gender-Equality Index (GEI), an initiative which selects companies that have impressed by their transparency of approach as shown in their reporting on gender issues and adopting an increasingly egalitarian approach to women Mediobanca signed the “Women in Banking: Promoting Gender Diversity” charter developed by ABI, confirming our support for equal opportunities. The Group’s continuing growth fosters ongoing job creation and protection, with priority given to recruiting young people and indirectly influencing both clients and suppliers The Group’s contribution to the community for the year under review has been measured at over €3.2m which represents a 21.9% increase over previous year Mediobanca Private Banking launched The Equity Club (TEC), a club deal which brings together some of the most important names in Italian capitalism, which has attracted some €500m in commitments for investments in outstanding Italian businesses, with a particular focus on medium-sized enterprise The Group has adopted strict internal procedures to prevent the risk of bribery and corruption Since 25 April 2018 the Group has officially been a participant in the United Nations’ Global Compact: an initiative based on voluntary adherence to a set

  • f principles to promote sustainability values such as human rights

Mediobanca ran a training course on “Sustainability and Human Rights” which was mandatory for all staff members Largest suppliers included in Group register must answer specific questions on sustainability and diversity and provide additional information on environmental issues and health and safety in the workplace The Group’s Italian companies acquire 100% of their electricity from certified renewable, avoiding 6,613.22 tons of CO2 emissions in FY 2018-2019

Our CSR and Sustainability Positioning Section 1

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Group Sustainability Policy Other Policies Group Policy on responsible lending and investing

Mediobanca SGR, RAM Active Investment and Cairn Capital are signatories to the Principles for Responsible Investment (PRI) launched by the United Nations in 2006 set up to promote a sustainable and responsible approach to investment by institutional investors The Group Policy, in line with the principal international standards and declarations, is sub-divided into four areas held to be priorities: measures to tackle bribery and corruption, human rights, diversity and inclusion and environment and climate change with the objective of driving improvement in the Group’s conduct and direct impact in all these areas The policy applies to lending activities, investment of own funds and advisory services on investments provided to clients by the Mediobanca Group, pursuing an approach which is based on a combination of: Negative screening through use of exclusion criteria, to identify companies involved in specific activities which therefore cannot be taken into consideration for lending, investment and advice processes Positive screening based on precise inclusion criteria to identify companies that are committed to ESG issues Mediobanca SGR has adopted a Policy on responsible investments, considering the integration of environmental, social and governance criteria within the investment processes as a priority RAM adopted a Policy for responsible investing setting out the investment beliefs, the guidelines, and the approach to consider and incorporate ESG factors into investment process and strategies and a Policy on climate change, to tackle climate change risks through investment decisions and direct or collaborative engagements Cairn Capital has adopted an ESG policy based on negative, top-down screening to exclude companies

  • perating in certain sectors, combined with a bottom-up approach to evaluating investments based on

ESG criteria specific to each asset

ESG products and services

Mediobanca Social Impact is a fund for philanthropic purposes, which has been developed in partnership with some of the leading Italian charitable which receive a recurring devolution Compagnie Monégasque de Banque - ESG Mandate invests in companies/countries that contribute to the development and the future of our society and are committed to build a better world

… HAVE

VE REV EVER ERTED TED AROUN OUND OUR RESPON SPONSIBL SIBLE INVE VESTMEN STMENTS TS POLICY LICY …

Our CSR and Sustainability Positioning Section 1

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Training Diversity

Responsible investment Contribution to growth Support local communities Sustainable Procurement Customer Reduce the environmental direct impact Support to energy transition

… AND ARE INCLUD

LUDED ED IN IN OUR TOP MANA NAGEMEN GEMENT LTIS

Our CSR and Sustainability Positioning Section 1

  • Avg. training hours up 25%, to enhance employees’

competencies ~50% of female profiles to be considered for external selections All suitable female profiles to be considered for internal promotions and/or vacancies Asset Management: 100% of new investments screened also with ESG criteria ESG qualified products in clients’ portfolio +30% €700m investments in Italian excellent SMEs €4m per year in projects with positive social/environmental impact MB Social Impact Fund: AUM increase at least by 20% 40% of procurement expenses assessed with CSR criteria Customer satisfaction: CheBanca! CSI¹ on core segment² @73, NPS¹ @25 ; Compass: CSI @85, NPS @55 Energy: 92% from renewable sources, CO2 emissions down 15%; hybrid cars @90%

  • f MB fleet

Sustainable green bond issue: €500m RAM: first issue of a carbon neutral fund CheBanca! Green mortgages up 50%

CSR targets included in top management long-term incentive plan

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

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CSR

SR/ESG ESG PATH TH:

: DELIV

IVERY RY STARTED RTED,

, WELL

LL ON ON TRACK CK

Procedure adopted to reach the targets on equal opportunities, including specification in head hunters mandates Employees competences enhanced with avg. training hours up 95% YoY (BPTarget23: 25%) also due to deal with Covid-19 emergency AM: procedure started to include ESG criteria in investment evaluation

(BPTarget23: 100% of new investments)

€100m investments in Italian excellent SMEs (BPtarget23: €700m) ESG qualified products in clients’ portfolio up 20% (BPtarget23: up 30%)

New Corporate Social Responsibility Committee at BoD level in addition to the Group Sustainability Management Committee CSR objectives included in the LTI scheme as well as in BPlan23 Group Sustainability Policy update New Group Policy on Responsible Lending and Investing Materiality Matrix update

ESG bond issue: green and sustainable framework approved (BPtarget23: €500m) 36% of procurement exp. assessed with CSR criteria (BPtarget23: 40%) Customer satisfaction: CheBanca! CSI¹ on core segment² @74, NPS¹ @28

(BPtarget23: 73 and 25)

€5.4m in FY20 for social/environmental proj. (BPtarget: €4m per year) MB Social Impact Fund: AUM up 29% (BPtarget23: up 20%) Energy: 93% from renewables (BPTarget23: lifted to 94%), CO2 down 6% (BPTarget23

: lifted to -27%); hybrid cars: 13% (BPTarget23 : @90% of MB fleet)

RAM Stable Climate Global Equities issued

FY20 non financial performance

Several targets already reached, working to consolidate the remaining

Further ESG cornerstone set

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

Our CSR and Sustainability Positioning Section 1

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ESG INDEXES EXES ACTIVELY IVELY ENGAG GAGED ED BY BY MEDIOBAN OBANCA CA

2020 Process in progress 2019 2019 2020 2019 Companies in sector panel: 107 Rating process just completed 25 March 2020 Contribution deadline Included in the Index series Last rating BB Not included in the index D Included in the index Higher score on every topic compared to 2017 C- Last rating: 19.5/100 (low risk)

Our CSR and Sustainability Positioning Section 1

2020 Included in the index Top 10

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MEDIOBAN IOBANCA CA GRE REEN AND SUSTA STAIN INABLE BLE BOND FRA RAME MEWORK WORK

Section 2

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MEDIOBAN ANCA A GREEN AND SUSTAI TAINAB NABLE LE BOND FRAMEWORK RK

GREEN AND SUSTAINABLE BOND FRAMEWORK

Project evaluation and selection Establishment of the Green and Sustainable Bond Committee (GSBC) GSBC selects the eligible assets, monitors the selected pool, updates and maintains the Framework, validates annual reporting for investors and review external auditors’ reports Use of Proceeds Finance and/or refinance Green and Sustainable Assets belonging to these Eligible Categories: (a) Renewable energy (b) Energy efficiency (c) Sustainable mobility (d) Green and energy efficient buildings (e) Waste management and circular economy (f) Environmentally sustainable management of living natural resources (g) Sustainable water (h) SME financing and micro financing Reporting and External Review Mediobanca will report annually the use of proceeds and impact reporting ISS ESG already issued a second opinion verifying the Framework, a selected portfolio and the overall sustainability performance of the Group Post any potential future issuance, appointment of an external auditor which will carry out an independent review

Mediobanca Green and Sustainable Bond Framework Section 2

Mediobanca determination in pursuing ESG targets is further demonstrated by the application of the Green and Sustainable Bond Framework, aligned with the ICMA Green Bond Principles 2018, Social Bond Principles 2020 and the Sustainability Bond Guidelines 2018

Management of Proceeds Net proceeds will be allocated to eligible assets on a portfolio basis and the aggregate amount of the pool will be monitored and tracked via internal information systems over time

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USE OF OF PROC OCEEDS EDS

Mediobanca Green and Sustainable Bond Framework Section 2

Sustainable water Renewable energies Waste management and circular economy Energy efficiency Environmentally sustainable management

  • f living natural resources

SME financing and microfinancing Sustainable mobility Green and energy efficient buildings

Generation of energy from renewable sources Manufacture of components of renewable energy technology and equipment Transmission and distribution of energy for projects relating to renewable energy assets Energy storage Smart grid District heating Efficient lighting Energy optimization infrastructure Energy efficient retail equipment Hybrid and electric vehicles Projects to improve sustainable mobility (for example: sharing, batteries) Public and freight sustainable transportation Projects for water treatment, collection, recycling, retail usage Projects to salvage, use, reuse and recycle post-consumer waste products Environmental remediation projects Construction, purchasing, development and renovation of buildings which: Have LEED (Gold), BREAM (Good) certifications Obtained A or B energy efficiency class Belongs to the top 15% low carbon buildings in the region Achieved an improvement of 30% of the energy efficiency or reached the B class after a renovation Projects relating to SME financing, financial literacy and banking access and services to underserved areas Borrowers with high level sustainability criteria in the agriculture, forestry, farming

  • r fishing sectors

ISS ESG Opinion: “considers the Use of Proceeds description provided by Mediobanca’s Green and Sustainable Bond Framework as aligned with the Green and Social Bond Principles and the Sustainability Bond Guidelines. The eligible Project categories align with the Green and Social Bond Principles categories of projects, provide with a clear description of the sustainability objectives and aligns with the broader strategy of the issuer. Furthermore, Mediobanca defined formal exclusion of controversial project categories, which aligns with best market practices”

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PROJ OJEC ECT EVAL ALUATION ATION AND SELE LECTIO CTION

Mediobanca Green and Sustainable Bond Framework Section 2

Green and Sustainable Bond Committee (GSBC)

Composed by Group Treasury, ESG team, Corporate and Investment Banking division and all relevant legal entities that contribute to the origination of the Eligible Assets Will approve and validate the pool of eligible assets and will have the power to exclude assets as well Will meet on an annual basis

Excluded categories and limitations

Mining Nuclear power Defence and weapons Coal-Fired Power and fossil fuel

Selection activity

While final inclusion and selection of the Eligible Assets is within the remit of GSBC only, the

  • riginating unit performing the lending activity will initially assess the compliance of any project

with the Eligible Categories’ criteria Corporate loans and infrastructure projects - Mediobanca S.p.A lending unit Retail mortgages – CheBanca!, the retail arm of the Group Consumer credit – Compass Banca, the consumer credit arm of the Group Leasing financing – SelmaBipiemme Leasing S.p.A, the leasing financing arm of the Group ISS ESG Opinion: “considers the Process for Project Evaluation and Selection description provided by Mediobanca’s Green and Sustainable Bond Framework as aligned with the Green and Social Bond Principles and Sustainability Bond Guidelines. Selection and exclusion criteria are defined for key project categories in the Use of Proceeds part, and responsibilities related to the projects evaluation and selection are clearly described”

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REPOR PORTING TING AND EXTERN ERNAL AL REVIE VIEW

Mediobanca Green and Sustainable Bond Framework Section 2

Allocation reporting

Until full allocation, Mediobanca will publish an annual report on Net proceeds allocated to the pool of Green and Sustainable Assets Allocation of net proceeds to each Eligible Category Balance of unallocated proceeds

External review

Second party opinion Soundness and validity of the Framework when compared with ICMA’s Principles and Guidelines Assessment of the selected asset pool Mediobanca overall sustainability performance External assurance Mediobanca will appoint an external auditor which will carry out an independent review of the use of proceeds associated with the Eligible Categories, adherence to the selection process of Green and Sustainable Assets, and reporting metrics

Impact reporting

The issuer will report some aggregated measure such as Expected annual renewable energy generation (MWh per year) Installed renewable energy capacity (MW) Reduction in energy use (MWh per year) GHG saving (tons per year) as per low carbon transportation and infrastructure projects and green buildings Number of items (e.g. electric vehicles) For Eligible Categories, where relevant impact metrics are different from the ones described above, Mediobanca will adhere to best market practices ISS ESG Opinion: “finds that the reporting proposed by Mediobanca’s Green and Sustainable Bond Framework is aligned with the Green and Bond Principles and Sustainability Bond Guidelines”

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INAUGU UGURA RAL L GREEN BOND TRAN ANSACT SACTION ION

Section 3

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INDICAT ICATIV IVE E TERMSH MSHEET ET OF MEDIOBANCA IOBANCA INAUGURAL UGURAL GREEN EN BOND

Issuer Mediobanca – Banca di Credito Finanziario S.p.A. Format Senior Preferred Unsecured, Green Issue Ratings (M/S/F) Baa1 / BBB / BBB- Maturity [•]Y Size Benchmark Use of Proceeds To finance/refinance eligible Green Assets according to the Mediobanca Green and Sustainable Framework Second Party Opinion ISS ESG Green and Sustainable Structuring Advisor Mediobanca Joint Bookrunners BBVA, Mediobanca, Natwest Markets, Santander, UniCredit Docs Issued off the Issuer’s Euro 40 billion Euro Medium Term Note Programme dated 16 December 2019 Listing Irish Stock Exchange Inaugural Green Bond Transaction Section 3

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OVERVIEW IEW OF SELEC ECTE TED D ELIG IGIBLE IBLE PROJECTS TS (1/2)

Inaugural Green Bond Transaction Section 3

1) Quantitative impact metrics will be published yearly after the issuance of the first bond under

the Mediobanca Green and Sustainable Bond Framework.

Use of Proceeds Amount Financed Indicative Impact metrics 1 Relevant SDGs Renewable energy generation pure player € 150m MWh of renewable energy production and saving Tons of CO2 greenhouse gas emissions avoided R&D and manufacturing of Batteries for Electric Vehicles € 112m MWh of renewable energy production and saving Tons of CO2 greenhouse gas emissions avoided Purchase & modernization of electric trains and rolling stocks € 82m MWh of renewable energy production and saving Tons of CO2 greenhouse gas emissions avoided

The inaugural issue out of the Mediobanca Green and Sustainable Bond Framework will be in Green format, refinancing eligible projects in the categories detailed below 3-year lookback period applied: starting in July 2017 with balance as of June 2020 Total size of eligible projects is € 528m with residual maturity of 8.7 years. 79% originated in Italy, 21% in Germany Pool breakdown: 65% corporate loans, 26% retail mortgages, 9% consumer credit

Corporate Loans

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OVERVIEW IEW OF SELEC ECTE TED D ELIG IGIBLE IBLE PROJECTS TS (2/2)

Inaugural Green Bond Transaction Section 3

Use of Proceeds Amount Financed Indicative Impact metrics 1 Relevant SDGs Electric & hybrid vehicles Domestic water softeners and filters Solar Systems and Shadings Domestic Biomass Heating Energy efficient home equipments, appliances and AC Systems Aggregated amount € 45.2m 3 Number of items Use of Proceeds Amount Financed Indicative Impact metrics 1 Relevant SDGs Green residential buildings Aggregated amount € 138.6m 2 Number of mortgages with an energy efficiency class of A or B

Retail mortgages Consumer credit

1) Quantitative impact metrics will be published yearly after the issuance of the first bond under the Mediobanca Green and Sustainable Bond Framework. 2) Number of mortgages as of June 2020: 865 3) Number of Items as of June 2020: 16,306

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26

CLOSING

OSING REMARKS RKS

Inaugural Green Bond Transaction Section 3

Green and sustainable Bond: a Funding Strategy Milestone

Green and Sustainable Bond issues are the natural building blocks of the Group funding strategy in the medium term in order to back the market trend, increase funding sources diversification and foster the Group ESG profile. Mediobanca aims at becoming a regular green and sustainable bond issuer.

ESG: The Name of the Game

Mediobanca Group is targeting a 4% loan book growth in the 2019-23 Business Plan with asset quality and risk profile stably at the top of the industry. MB ESG approach reshaping the Group culture ESG trend further strengthened post Pandemic: double digit green and sustainable retail loans growth coupled to a material corporate green growth trend should further diversify and increase the Group green and sustainable loans portfolio going forward

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IMPA PACT T ON PEOPLE OPLE, , ENVIR VIRONMENT ONMENT AND COMMUNITY UNITY

Appendix

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28

We seek to develop relations with our suppliers based on the principles of fairness, transparency and equal treatment We assign the highest importance to managing and maintaining relations with our clients providing a high-quality service and solutions able to meet the different needs of

  • ur various clients

We consider relations with our investors and shareholders as one of our ethical and strategic responsibilities in order to create effective two-way dialogue with the financial community We play an active role in the community in which we operate, and we pursue growth and value creation objectives which are sustainable over the long term for all our stakeholders Our relations with the regulatory authorities, institutions and public entities are based on principles

  • f proper conduct and transparency, with

respect to the different roles Our staff members are our human capital and the indispensable foundation of the Group’s competitiveness We are sensitive to the need to protect the environment as the primary resource of human well-being, and our decisions are geared towards ensuring compatibility between economic initiative and environmental requirements

STAKEH

KEHOLDER LDER FRIEN ENDLY LY

Impact on People, Environment and Community Appendix

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OUR PEOP OPLE LE

In the performance of their work, Group employees are required to adopt conduct which is in line with

  • ur principles and values, which are based on ethics and integrity

We undertake to offer a fair level of compensation reflecting the skills, abilities and professional experience of each staff member, thus guaranteeing that the principle of equal opportunities is applied in practice We devote considerable attention to the issue talent management and retention which is considered to be a strategic factor for its own development We believe that respect of human rights is a fundamental prerequisite to our own sustainability We recognize the strategic role and central place which training and professional development has for our staff We believe that diversity of gender and thought is an advantage to be leveraged, as a source of cultural and professional enrichment We are committed to preventing every form of discrimination, from the selection process right up to the determination of remuneration, from professional development opportunities to the end of the employment relationship We consider the promotion of health and safety as one of the priorities of its way of doing business

Impact on People, Environment and Community Appendix

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30

OUR PEOP OPLE LE

Impact on People, Environment and Community Appendix

97%

  • f contracts are permanent

4,768

Employees

58% men and 42% woman

92,141

Hours of training

41

average age

6.75% total staff turnover

3.98% of the exits occurred on a voluntary basis

All data are as at 30 June 2019 and refer to FY 2018-19

33% of women in the Board of Directors (5 over 15) 42% women in the total company employees Remuneration for men and women by professional category: management 71%; middle management 87%; white collars 99%

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31

ENVIRON NVIRONMEN MENT

We monitor and improve our environmental efficiency, with reference in particular to the consumption of resources We develop initiatives to improve energy management, including by sourcing energy from renewable sources and through the use of innovative, lower- impact technologies and solutions We rationalize our use of resources such as electricity, paper and water We improve in waste management by using sustainable disposal methods where possible We maintain our properties and equipment to progressively improve environmental performances We assess the environmental impact of new processes, new systems, equipment and structural and organizational changes

100% of the electricity acquired by the Group in Italy derives from certified renewable sources

Environment training

section added to courses to increase staff awareness in this area

6,613 CO2 Ton

avoided in Italy

100% of electricity in Italy derives from certified renewable sources

224,400m3

Water consumption

  • f which 116,890 from

wells

558 tonnes

paper consumption

Uncertified 80 gr paper has been replaced with FSC-certified 75 gr paper in Italy

No toxic waste

Impact on People, Environment and Community Appendix

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32

COMMUN MUNITY ITY

ENVIRONMENT AND TERRITORY We acknowledge the importance of protecting the environment as the primary resource of well-being for both current and future generations CULTURE, RESEARCH AND INNOVATION We are committed to culture and research being aware of our responsibility on a civic and social level as well, in the knowledge that our role is bigger than merely the pursuit of economic gain SOCIAL INCLUSION We are convinced that an inclusive society must be based on mutual respect and solidarity, guaranteeing equal opportunities and a decent standard of living for all

We have identified certain selection criteria three areas in which to concentrate our involvement

€ 3.2 million contribution

to the community (FY 2018-19)

5%

charitable gifts

81%

community investment

14%

activities related to core business Impact on People, Environment and Community Appendix

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33

COMMUN MUNITY ITY

Environment

In partnership with the Rete Clima association, since 2017 we have planted new trees to

  • ffset the carbon footprint emitted by the

publishing of our magazines Mediobanca has moved to upgrade our buildings, installing green technologies at Mediobanca Innovation Services and taking steps in some

  • ffices to reduce CO2 emissions and water

consumption Compagnie Monégasque de Banque supports the Oceanographic Museum of Monte Carlo, with the mission to increase attention to the seas and the oceans and contribute to preserving them As a member of the “FAI 200” group of enterprises, Mediobanca supports and finances the Fondo Ambiente Italiano, the Italian Heritage Trust, in its work to protect and promote Italy’s historical, artistic and environmental heritage CheBanca! has launched a new project to remove all plastic from its headquarters in Milan Ram Active Investments (Ram Ai) supports the Task Force on Climate-related Financial Disclosures (Tcfd) joinining a growing list of

  • ver 500 supporters

Mediobanca has launched an internal initiative to reduce the use of plastic cups by giving all staff an aluminum water bottle to use instead

Impact on People, Environment and Community Appendix

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COMMUN MUNITY ITY

CULTURE, RESEARCH AND INNOVATION Area Studi Mediobanca is our economic and financial research centre, which publishes studies and research primarily online and free

  • f charge

IEO is Italy’s leading private cancer centre. It was founded in Milan at the initiative of Mediobanca, which is its largest shareholder with a stake of approx. 25% Mediobanca Historical Archive, named after Vincenzo Maranghi in June 2012 is fully digitized and constantly updated; the archive comprises documents on the Bank’s history and business activities In partnership with Junior Achievement professionals from various sectors work with Italian schools to assist teachers in introducing pupils to topics related to the economy, business and personal finance In 1978, we began collecting the writings

  • f Cesare Beccaria into a 16-volume series. The

series was completed in 2009, Beccaria’s deals

  • f justice and commitment to public life

Through Compagnie Monégasque de Banque, we sponsor the Monte Carlo Philharmonic Orchestra and the Grimaldi Forum, two of the Principality’s leading cultural institutions CheBanca! supports the Milan Conservatory Orchestra, which serves as a link between the worlds of education and work

Impact on People, Environment and Community Appendix

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35

COMMUN MUNITY ITY

INSIEME is our triennial initiative to promote sport for young people from disadvantaged backgrounds and at risk of exclusion, by targeting pupils at primary and secondary schools in several outer-Milan districts Gruppo Mediobanca Sport Camp is multisport camp at the Cesare Beccaria Young Offender Institution in Milan, offering the young detainees a week of sport and competition within a framework of rules and fair play The Prisoners Ask Why initiative, we invited some major Italian writers to come with us to various prisons to offer the inmates an opportunity to ask them some of their most profound questions In 2016, we teamed up with the Italian Paralympic Committee for the #Oltre (“Beyond”) project, aimed at spreading the values of Paralympic sport as a way to encourage social integration, and to celebrate a culture of achievement and fair play We are partner of Valore D Association, which promotes women leaders in business We support the Don Gnocchi social/educational activities to ensure that young people with disabilities have access to sport SOCIAL INCLUSION In partnership with Cometa we support the social artisanal enterprise Academy of Woodworking that aims to offer employment opportunities to young people with social, economic and personal difficulties

Impact on People, Environment and Community Appendix

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36

DISCLAIME CLAIMER

This document (the “Document”) has been drawn up by Mediobanca - Banca di Credito Finanziario S.p.A. (“Mediobanca”), is addressed exclusively to the Recipient and shall be interpreted jointly with any verbal comments provided by Mediobanca. The Document, in whole or in part, may not be delivered or

  • therwise disclosed or made available to third parties or reproduced without prior authorisation from Mediobanca.

The Document has been drawn up on the basis of data and information provided by the Company/the Client or which is in the public domain and Mediobanca did not carry out either directly or indirectly any autonomous verifications, test and/or independent analysis on such data and information. Information to be included in the Document has been selected within the scope and basis decided in good faith by Mediobanca. Such scope and basis, however, are not the only ones which might have been employed for the purpose of drawing up the Document, accordingly the use of another scope and/or basis may lead, in good faith, to analyses and assessments that differ in whole or in part from those contained herein. No representation or warranty, express or implied, is or will be made on or in relation to and no responsibility or liability is or will be accepted by Mediobanca or by any of its officers, employees, agents or advisors (collectively, “Representatives”) as to or in relation to the fairness, accuracy, completeness, exhaustiveness

  • r correctness of the data and information contained herein at any time and any liability is therefore expressly disclaimed with reference to the data and

information contained herein. Mediobanca and its Representatives do not assume nor will they have any duty or obligation to update or review the Document, its contents, elaborations and considerations. All prices and terms and conditions are indicative, dependent upon market conditions and liable to change subject to further discussion and negotiation. Any data on past performance, scenario analysis or back-testing contained herein is no indication as to future performance and illustrations and forward- looking statements are based upon certain hypothetical assumptions, which are speculative and may not materialize or may vary significantly from actual results. The Document is being provided to the Recipient for information, illustration and discussion purposes only and it is purely indicative in nature. Accordingly, the Document in no way constitutes a proposal to execute a contract or an offering of financial products to the public, nor in any way and invite or an advice or a recommendation to perform any transaction whatsoever, to purchase or sell any financial product whatsoever and is not intended to create any obligation

  • n, or commitment of, Mediobanca to provide any service or offer, arrange, underwrite or participate in any transaction. Nothing contained herein may or

might be used as a reference basis for any transaction. Mediobanca disclaims any direct and/or indirect liability for damages that may arise from improper use

  • f information included in the Document.

The Document contains, without claiming to be exhaustive, some preliminary considerations on an hypothetical transaction and does not contain any legal, accounting, tax, technical, industrial or any other sector-specific consideration or opinion, as the Recipient shall perform thorough analysis on these issues with advisors having a specific expertise on such subject matters. Therefore, the Document does not nor does it purport to contain all of the information that is or may be material to the Recipient and nothing contained herein should be construed as tax, accounting or legal advice. Such matter should be discussed by the Recipient with their independent advisors and the ultimate decision to proceed with any transaction rests solely with the Recipient. The Recipient acknowledges that Mediobanca and its affiliates that are part of the Mediobanca Banking Group are involved in a wide range of financial transactions, both on a proprietary basis and on behalf of clients and it is therefore possible that Mediobanca or one of its affiliates or any of their clients may enter or have entered into agreements with or hold investments in or may execute or have executed transactions that may lead to a situation of potential conflict of interests towards any transaction described herein. Mediobanca declares to have implemented appropriate measures to ensure that the risk of conflicts of interests adversely affecting the interest of their clients is properly managed, pursuant to Directive 2014/65/EU and its implementing provisions. Acceptance of delivery of this Document by the Recipient constitutes acceptance of the terms and conditions set out in this disclaimer.