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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
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 Manager | 2027
Paolo Gallo | 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

* * *

Massimo Bertolini | Secretary of the Board of Directors
Emanuele Flappini | Financial Reporting Officer

4 Consolidated Financial Statements as at 31 December 2025
Table of Contents

| Pag.
Mediobanca Consolidated Review of Operations as at 31 December 2025 | 7
Sustainability Report as at 31 December 2025 | 78
Consolidated Financial Statements | 316
Notes to the Consolidated Accounts | 325
Part A – Accounting Policies | 330
Part B – Information on the Consolidated Balance Sheet | 403
Part C – Information on the Consolidated Profit and Loss Account | 486
Part D – Consolidated comprehensive income | 514
Part E – Information on risks and related hedging policies | 515
Part F – Information on consolidated capital | 631
Part G – Combinations Involving Group Companies or Business Units | 640
Part H – Related-Party Transactions | 641
Part I – Share-based payment schemes | 646
Part L – Segment Reporting | 650
Part M – Disclosure on Leases | 658
Declaration by the Financial Reporting Officer | 665

5

Report of the Independent Auditing Firm | 668
Report of the Independent Auditing Firm on the Consolidated Financial Statements | 669
Report of the Independent Auditing Firm on the Sustainability Report | 684
* * * |
Accounts of the Bank | 691
Review of the Bank’s operations as at 31 December 2025 | 692
Mediobanca S.p.A. Financial Statements | 718
Notes to the accounts | 729
Part A – Accounting Policies | 731
Part B – Information on the Balance Sheet | 804
Part C – Information on the Profit and Loss Account | 855
Part D – Consolidated comprehensive income | 869
Part E – Information on risks and related hedging policies | 870
Part F – Information on capital | 946
Part G – Combinations Involving Group Companies or Business Units | 954
Part H – Related-Party Transactions | 955
Part I – Share-based payment schemes | 959
Parte M - Disclosure on Leases | 962

6 Consolidated Financial Statements as at 31 December 2025

Declaration by Financial Reporting Officer | 967
External auditors’ report | 969
Annexes | 981
Parent Company | 982
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 | 983
B - Balance sheets and income statements of investments in Group undertakings (including indirect investments) | 984
C - Associated undertakings: balance sheets and income statements (as required under Article 2359 of the Italian Civil Code) | 1028
D - Fees paid for auditing and sundry other services | 1039
Consolidated Financial Statements: reconciliation of reclassified Statements with Bank of Italy Circular no. 262/2005 Statements | 1040
Mediobanca’s Financial Statements: reconciliation of reclassified Statements with Bank of Italy Circular no. 262/2005 Statements | 1048
Glossary | 1051

Review of Operations 7
MEDIOBANCA CONSOLIDATED REVIEW OF OPERATIONS AS AT 31 DECEMBER 2025
8 Consolidated Financial Statements 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 ne cessary 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 €410.9m 1.
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).
Review of Operations 9
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 long-term 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 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. RoRWA,2 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
2 RORWA – Return on Risk Weighted Assets: calculated as the ratio between adjusted net profit and risk weighted assets.
10 Consolidated Financial Statements as at 31 December 2025
€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 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
Review of Operations 11
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 Management 3 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 services 4 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 activity 5 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
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).
12 Consolidated Financial Statements as at 31 December 2025
(€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 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 technology 6 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,
6 Includes depreciation and amortization charges for software and hardware, run IT costs and project expenses.
Review of Operations 13
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 passed 7 (adding €10m), and a fine charged to Compass by the Italian competition authority being returned to the company (adding €5m).
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,
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.
14 Consolidated Financial Statements as at 31 December 2025
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
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.
Review of Operations 15
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.
* * *
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.
16 Consolidated Financial Statements as at 31 December 2025
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.
Review of Operations 17
Total Financial Assets 10 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 ratio 11 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
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).
18 Consolidated Financial Statements as at 31 December 2025
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 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;
12 Includes the activities of MBCS which, as from the current reporting period, has been consolidated as part of the Consumer Finance division.
Review of Operations 19
—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;
—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
20 Consolidated Financial Statements as at 31 December 2025
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 contract 13 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 group 14 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 tax 15 due at the time when the €62.2m reserves were distributed (€57.8m of which
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.
Review of Operations 21
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 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.
22 Consolidated Financial Statements as at 31 December 2025
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).
Review of Operations 23
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.– |  | 8,155 |  | 14.6 |  | 9,874 |  | 16.2
Specific purpose loans |  |  | 6,741 |  | 13.– |  | 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.– |  | 6,990 |  | 11.4
|  |  | 52,019 |  | 100.– |  | 55,821 |  | 100.– |  | 61,103 |  | 100.–

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.
24 Consolidated Financial Statements as at 31 December 2025
* * *
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.- | 33,396 | 100.- | 36,135 | 100.-

Source: Dataforce data compiled by Assilea.
Review of Operations 25
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.
26 Consolidated Financial Statements as at 31 December 2025
Key Performance Indicators (KPIs)*

|  | 31 December 2025 |  | 30 June 2025
CET 1 capital |  | 7,536.4 |  | 6,937,2
Total capital |  | 8,566.7 |  | 8,270,3
RWA 1 |  | 45,866.8 |  | 46,091,6
CET1 ratio (phase-in) 2 |  | 16.4% |  | 15.1%
RWA Density 3 |  | 43.3% |  | 44.3%
Total capital ratio |  | 18.7% |  | 17.9%
Leverage ratio 4 |  | 7.2% |  | 6.8%
Gross NPL / Gross loans ratio 5 |  | 2.03% |  | 2.11%
Net NPL / Net loans ratio 6 |  | 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.
Review of Operations 27
CONSOLIDATED PROFIT AND LOSS ACCOUNT

|  | 31 December 2025 |  | 30 June 2025* | 31 December 2024* |  | Chg. (%)
Profit-and-loss data |  |  |  |  |  |  |
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.–%
Equity-accounted companies |  | 276.4 |  | 496.8 | 230.3 |  | 20.–%
Total income |  | 1,786.– |  | 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,–) |  | 4.4%
Loan loss provisions |  | (144.8) |  | (233.3) | (133.4) |  | 8.5%
Provisions for other financial assets |  | (1.–) |  | 20.3 | 10.7 |  | n.s.
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 one off costs *** |  | 622.9 |  | 1,331.5 | 660.4 |  | -5.7%
Impairment |  | (65.3) |  | — | — |  | n.s.
OPS/OPAS costs |  | (46.8) |  | — | — |  | n.s.
Profit (Loss) for the period included one off costs |  | 512.6 |  | 1,331.5 | 660.4 |  | -22.4%

* 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 adj (1) |  | 12.8% |  | 14.2% | 14.–% |  | -8.6%
Cost / Income ratio (2) |  | 45.7% |  | 43.3% | 42.3% |  | 8.1%
CoR (bps) (3) |  | 53 |  | 44 | 50 |  | 6.–%
EPS (4) |  | 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.
28 Consolidated Financial Statements as at 31 December 2025
EARNINGS/BALANCE-SHEET DATA BY DIVISION*

|  |  |  |  |  |  |  |  |  | (€m)
31 December 2025 |  | Wealth Management |  | Corporate and Investment Banking |  | Consumer Finance |  | Principal Investing |  | Holding Functions |  | Group 1
Profit-and-loss |  |  |  |  |  |  |  |  |  |  |  |
Net interest income |  | 190.– | 170.– |  |  | 600.9 |  | (16. –) |  | (5. –) |  | 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. – | 357.3 |  |  | 677.5 |  | 276.8 |  | 3.9 |  | 1,786.–
Labour costs |  | (181.8) | (113.–) |  |  | (73.6) |  | (2.–) |  | (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. –) |  | — |  | 4.– |  | (144.8)
Provisions for other financial assets |  | 1.2 | (0.4) |  |  | — |  | (3.8) |  | 2.– |  | (1.–)
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.–) |  |  | (0.1) |  | — |  | — |  | (13.5)
Net profit excluding one-off costs*** |  | 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 costs |  | 93.1 | 92.5 |  |  | 221.2 |  | 266.6 |  | (51.7) |  | 512.6
Cost/Income (%) |  | 71.– | 55.4 |  |  | 30.2 |  | n.s. |  | n.s. |  | 45.7
RORWA |  | 2.7% | 1.5% |  |  | 3.1% |  | 3.8% |  | — |  | 2.7%

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.
Review of Operations 29
* * * 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)
31 dicembre 2024 | Wealth Management |  | Corporate and Investment Banking* | Consumer Finance* |  | Principal Investing |  | Holding Functions* | Group 1
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.– |  | 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.–)
Profit/(Loss) from investment securities | — | — | — |  | — |  | — | —
Loan loss provisions | (1.–) | 1.6 | (136.1) |  | — |  | 2.1 | (133.4)
Provisions for other financial assets | 0.1 | (0.6) | — |  | 9.4 |  | 1.8 | 10.7
Other income (losses) | (4.–) | (3.–) | (0.5) |  | — |  | (0.6) | (13.4)
Profit before tax | 160.1 | 250.8 | 306.– |  | 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.–) | (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.s. |  | n.s. | 42.3%
RORWA | 3.8% | 1.9% | 2.8% |  | 3.4% |  | — | 2.8%
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 1) | 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.
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).
30 Consolidated Financial Statements as at 31 December 2025
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 2025 |  | 30 June 2025 |  | Chg.
|  | (€m) |  | % |  | (€m) |  | % |  |
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
Review of Operations 31
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 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).

|  | 31 December 2025 |  | 30 June 2025 |  | Chg.
| (€m) |  | % |  | (€m) |  | % |
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 | NPL | Total |  | Performing | NPL | Total
| Stage 1 | Stage 2 |  | Stage 1 | Stage 2
Corporate and Investment Banking | 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.– | 16,665.3 |  | 14,382.9 | 1,328.2 | 345.– | 16,056.2
Wealth Management | 17,163.6 | 549.1 | 111.9 | 17,824.7 |  | 16,848.3 | 652.– | 104.5 | 17,604.9
Holding Functions (leasing and treasury) | 412.6 | 35.8 | 8.7 | 457.1 |  | 452.8 | 48.8 | 9.6 | 511.2
Total loans and advances to customers | 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.–% | 4.1% | 0.9% | 100%

32 Consolidated Financial Statements as at 31 December 2025

|  |  |  |  |  |  |  |  |  | (€m)
|  | 31 December 2025 |  | 30 June 2025
| 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.– |  | 61.8% |  | 897.7 | 345.– |  | 61.6%
Wealth Management |  | 192.7 | 111.9 |  | 41.9% |  | 187.– | 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. – | 470.4 |  | 59.5% |  | 1,175.1 | 468.6 |  | 60.1%
– of which: bad loans |  | 171.– | 34.7 |  |  |  | 172.– | 35.5 |  |
As % of total loans and advances |  | 2.–% | 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
Review of Operations 33
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 holdings 16 — 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 Mediobanca and its subsidiares(seed capital), €265.3m of which attributable to Polus Capital.
Equities (including equity-like instruments) were stable at €214m.
16This 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).
34 Consolidated Financial Statements as at 31 December 2025

|  |  |  |  |  |  | (€m)
| 31 December 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.– |  | 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

31 December 2025
30 June 2025
% ownership
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.–
4.4
2.4
Equity Method investments
4,235.–
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:
Review of Operations 35
—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.– | 44%
Fair Value Option | 905.– | 7% |  | 1,049.– | 9%
Total banking book securities | 12,288.5 | 100% |  | 11,670.5 | 100%

|  |  |  |  |  |  | (€m)
| 31 December 2025 |  | 30 June 2025
| Book value | FVO |  | Book value | 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.– | 1,567.6 | 150.8
Bond issued by financial institutions | 339.7 | 522.– | 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.– |  | 5,484.5 | 5,137.– | 1,049.–

* 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 €1.2bn to minus €3.3bn. Cash, current
36 Consolidated Financial Statements as at 31 December 2025
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.
Chg.
31 December 2025
30 June 2025
(€m)
(€m)
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%
31 December 2025
30 June 2025
Chg.
(€m)
(€m)
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%
31 December 2025
30 June 2025
Chg.
(€m)
(€m)
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.–
n.m.
Net treasury
(1,109.–)
2,791.6
nm.
Review of Operations 37

| 31 December 2025 |  | 30 June 2025
| (€m) |  | (€m)
| 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.–) |  | 1,116.– | (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.–) |  | 5,443.8 | (73.9)
Total securities HFT | 14,794.2 | (4,765.8) |  | 14,150.3 | (5,187.9)
| 31 December 2025 |  | 30 June 2025
| (€m) |  | (€m)
| 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.– | (198.4) |  | 192.1 | (211.1)
Derivative contract valuations | 2,458.4 | (3,071.6) |  | 2,715.6 | (2,753.5)
| 31 December 2025 |  | 30 June 2025
| (€m) |  | (€m)
| 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)

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
38 Consolidated Financial Statements as at 31 December 2025
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 €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.

|  | 31 December 2025 |  | 30 June 2025 |  | Chg.
|  | (€m) |  | % |  | (€m) |  | % |  |
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 2025 |  | 30 June 2025
Polus Capital | 56.– |  | 57.1
MB Private Banking | 52.1 |  | 52.1
Messier et Associés | 42.– |  | 93.2
Arma Partners | 239.5 |  | 244.2
Consumer * | 403.3 |  | 410.2
Total Goodwill | 792.9 |  | 856.8

* 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-
Review of Operations 39
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.

|  | 31 December 2025 |  | 30 June 2025 |  | Chg.
|  | (€m) |  | % |  | (€m) |  | % |
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.–% |  | 19.1 |  | 14.3% |  | -5.8%
of which: discounted provision for statutory end-of-service payments |  | (1.0) |  | n.s. |  | (0.2) |  | n.m. |  | n.m.
Total provision |  | 138.2 |  | 100% |  | 133.5 |  | 100% |  | 3.5%

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).
40 Consolidated Financial Statements as at 31 December 2025

|  |  |  | (€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.–) |  | (65.9) | -45.4%
equity investments | (312.7) |  | (293.–) | 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 2025 |  | 30 June 2025 |  | Chg.
Equity shares | 99.1 |  | 145.6 |  | -32.–%
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%

Review of Operations 41
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 2025 |  | 31 December 2024 |  | Chg.
Consumer Banking |  | 600.9 |  | 557.4 |  | 7.8%
Wealth Management |  | 190.– |  | 204.2 |  | -7.–%
Corporate and Investment Banking |  | 170.– |  | 161.7 |  | 5.1%
Holding Functions and others (including IC) |  | 1.– |  | 55.6 |  | n.m.
Net interest income |  | 961.9 |  | 978.9 |  | -1.7%

42 Consolidated Financial Statements as at 31 December 2025
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 2025 |  | 31 December 2024 |  | Chg.
Corporate and Investment Banking |  | 40.9 |  | 64.9 |  | -37.0%
of which market division |  | 23.8 |  | 43.9 |  | -45.8%
Principal Investing |  | 16.5 |  | 16.– |  | 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 franchise 17 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
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).
Review of Operations 43
(€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 2025 |  | 31 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.–%

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, 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
44 Consolidated Financial Statements as at 31 December 2025
component was even steeper (up 9% YoY; up 6% net of the performance fees effect 18 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 2025 | 31 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.– | 52.– |  | 11.5%
administrative expenses | 320.1 | 310.9 |  | 3.–%
Operating costs | 816.2 | 782.– |  | 4.4%
|  |  |  | (€m)
| 31 December 2025 | 31 December 2024 |  | Chg.
Legal, tax and professional services | 13.– | 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.– |  | -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.–%
Direct and indirect taxes (net of substitute tax) | 18.2 | 16.9 |  | 7.7%
Total administrative expenses | 320.1 | 310.9 |  | 3.–%

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.
Review of Operations 45
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 2025 |  | 31 December 2024 |  | Chg.
Corporate and Investment Banking |  | 5.1 |  | (1.6) |  | n.m.
Consumer Finance |  | 143.– |  | 136.1 |  | 5.1%
Wealth Management |  | 0.7 |  | 1.– |  | n.m.
Holding Functions (leasing and Treasury) |  | (4.–) |  | (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 assets 19 – 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 2025 |  | 31 December 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.– |  | — |  | n.m.
Provisions for other financial and non-financial assets | (1.–) |  | 10.7 |  | n.m.

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).
46 Consolidated Financial Statements as at 31 December 2025
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).
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
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.
Review of Operations 47
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.
48 Consolidated Financial Statements as at 31 December 2025
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.– |  | 404.7 |  | 204.2 | -7.–
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.– |  | 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.– |  | (1.–) | -30.–
Provisions for other financial and non-financial assets |  | 1.2 |  | 0.2 |  | 0.1 | n.m.
Other income (losses) |  | (1.2) |  | (15.8) |  | (4.–) | -70.–
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.–) | n.m.
Net profit |  | 93.1 |  | 231.5 |  | 110.6 | -15.8
Cost/Income (%) |  | 71.– |  | 65.9 |  | 65.6 |

(€m)
31 December 2025
30 June
2025
31 December
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
Review of Operations 49
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.
50 Consolidated Financial Statements as at 31 December 2025
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
Review of Operations 51
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 2025 |  | 31 December 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.
52 Consolidated Financial Statements as at 31 December 2025

|  |  |  | Chg, % |
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.–% |
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% |
|  |  |  | Chg, % |
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% |
|  |  |  | Chg, % |
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.–% | 8.1% |
| 2024-2025 | 2025-2026
Net New Money | IQ | IIQ | IIIQ | IVQ | IQ | IIQ
Private Banking | 946 | 277 | 202 | 2,118 | 542 | (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)

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
Review of Operations 53
share of net loans represented by Stage 2 positions reduced to 3.1% (30/6/25: 3.7%).
Net adjustments of €0.7m were taken for the financial year ending 31 December 2025, after a couple of Private Banking positions, adequately collateralized, entered default status; the contribution from mortgage loans was virtually nil, with the overlays stock at €9.5m.
* * *
The division’s revenues were virtually stable, at €473m (down 1.5% YoY), with the final quarter recording an increase (€248.7m, up 10.9% QoQ); the main income items performed as follows:
—Net interest income totalled €190m (down 7% YoY; up 2.6% QoQ), reflecting the declining return on assets (ROA down from 4.2% to 2.8%), only in part offset by higher volumes. In particular, CMB Monaco reflects a higher exposure to interest rate risk, as a result of its substantial capital position which, however, has gradually been reduced over the last twelve months following the distribution of dividends; domestic Private Banking operations have more frequently granted exceptions for yields on deposits, which have not been adequately compensated by the remuneration paid internally (based on the trend in market interest rates); while Premier Banking has been more successful in governing the external cost of funding which stood at 1.02% (down 52 bps YoY; down 17 bps QoQ), balancing exceptions made for commercial reasons and promotional initiatives. Thus net interest income earned by Mediobanca Premier rose to €140.1m (up 3.8% YoY; down 3.2% QoQ), driven by the growth in asset volumes (approx. €1bn) and offsetting the reduced profitability of mortgage loans;
—Net fee and commission income totalled €276.6m (up 2.3% YoY; up 16.6% QoQ), with the recurring franchise component (management, banking and placement fees) amounting to €275.6m (up 5.9% YoY); management fees totalled €181m (up 14% YoY; up 1.1% QoQ), supporting a ROA of 98 bps, with AUM up 14% YoY and up 2% QoQ; upfront fees (€36.5m), although decreasing over twelve months (down 27% YoY), were buoyed by a recovery in the final quarter (up 48%); banking fees (€58m) rose by 12.4% YoY (up 5.4% QoQ); the product factories’ contribution grew from €40m to €51m, with performance fees from alternative funds contributing especially positively (€12.5m, compared with €8.1m).
Operating costs rose from €315.1m to €335.6m (up 6.5% YoY; up 10.6% QoQ), with the cost/income ratio climbing to 71% (68.4% for Mediobanca Premier); labour costs increased to €181.8m (up 8.5% YoY; up 14.1% QoQ), reflecting the first key
54 Consolidated Financial Statements as at 31 December 2025
staff retention initiatives and the share of performance fees credited back to the alternative fund managers. Administrative costs rose to €153.8m (up 4.2% YoY; up 6.4% QoQ), on higher ordinary ICT costs (€49m; up 8% YoY), communications campaign expenses (€11m, up 10%), and costs related to the branch network (rebranding expenses).
Review of Operations 55
CORPORATE AND INVESTMENT BANKING
This division provides services to Corporate customers in the following areas:
—Wholesale Banking: lending, capital market activities, advisory services, and trading (client and proprietary), performed by Mediobanca, Mediobanca International, Mediobanca Securities, Messier et Associés and Arma Partners;
—Specialty Finance, i.e. factoring (MBFACTA) and leasing operations (Selma); it should be noted that the core leasing business performed by the latter was previously included in the scope of the Holding Functions division.

|  |  |  |  |  |  | (€m)
|  |  | 31 December 2025 |  | 30 June 2025 | * | 31 December 2024 | * | Chg. (%)
Profit-and-loss |  |  |  |  |  |  |  |  |
Net interest income |  |  | 170.– |  | 346.3 |  | 161.7 |  | 5.1
Net treasury income |  |  | 40.9 |  | 126.6 |  | 64.9 |  | -37.–
Net fee and commission income |  |  | 146.4 |  | 408.2 |  | 221.1 |  | -33.8
Total income |  |  | 357.3 |  | 881.1 |  | 447.7 |  | -20.2
Labour costs |  |  | (113.–) |  | (229.4) |  | (112.4) |  | 0.5
Administrative expenses |  |  | (84.9) |  | (170.8) |  | (82.5) |  | 2.9
Operating costs |  |  | (197.9) |  | (400.2) |  | (194.9) |  | 1.5
Loan loss provisions |  |  | (5.1) |  | 11.1 |  | 1.6 |  | n.m.
Provisions for other financial and non-financial assets |  |  | (0.4) |  | (0.1) |  | (0.6) |  | -33.3
Other income (losses) |  |  | (4.6) |  | (1.9) |  | (3.–) |  | 53.3
Profit before tax |  |  | 149.3 |  | 490.– |  | 250.8 |  | -40.5
Income tax for the period |  |  | (44.8) |  | (140.1) |  | (69.3) |  | -35.4
Minority interest** |  |  | (12.–) |  | (75.6) |  | (37.7) |  | -68.2
Net profit |  |  | 92.5 |  | 274.3 |  | 143.8 |  | -35.7
Cost/Income (%) |  |  | 55.4 |  | 45.4 |  | 43.5 |  |

** Includes profits credited back to the category B partners of Arma Partners.

| 31 December 2025 |  | 30 June 2025 | * | 31 December 2024*
Balance-sheet data |  |  |  |  |
Loans and advances to customers | 20,918.4 |  | 20,171.2 |  | 20,620.2
of which: Corporate | 17,479.8 |  | 16,979.8 |  | 17,170.4
Specialty Finance | 3,438.6 |  | 3,191.4 |  | 3,449.8
Corporate new loans | 2,280.1 |  | 7,194.– |  | 4,141.5
Factoring turnover | 5,048.2 |  | 9,868.2 |  | 4,856.4
Risk-weighted assets | 12,270.8 |  | 13,240.6 |  | 15,387.8
RORWA | 1.5% |  | 1.9% |  | 1.9%
No. of staff | 655 |  | 647 |  | 633
Front Office | 467 |  | 463 |  | 443

56 Consolidated Financial Statements as at 31 December 2025
* The data as at 31 December 2024 and 30 June 2025 have 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.
In the financial year under review ended on 31 December 2025, the division posted 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. There were recoveries in both lending and capital market solutions activities, which in the first of the two quarters had been affected by seasonal factors. The reduction in revenues was accompanied by flat costs, reflecting the measures implemented to retain bankers.
Net profit totalled €93.2m (down 35% YoY; down 5.2% QoQ), on revenues of €357m (down 20% YoY; up 8.2% QoQ) and a cost/income ratio of 55.4% (30/6/25: 43.5%); while RORWA stood at 1.5%. The contribution from Wholesale Banking amounted to €80.7m (down 37% YoY; down 10% QoQ), to which Arma Partners, after taking account of the profit split for the partnership,21 contributed €9.4m (down 46% YoY, following a particularly outstanding 2024); while the contribution from Specialty Finance, which since 1 July 2025 has included leasing operations, totalled €12.5m.22
The European M&A market closed 2025 with announced deal volumes up 31% on 2024, on the back of an acceleration in activities, which in the second half-year reported a 52% increase compared to the same period in 2024. The growth in volumes was boosted by increased activity from private equity operators (whose 2024 volumes were up 49%), and the recovery in strategic activity by corporates (up 22%), and was driven by large deals (over $500m in value), volumes of which rose by 42%. At the same time, there was a slight decline in the number of deals announced, which reduced by 2%, driven by a 11% drop in the number of medium-/small-sized transactions (less than $500m in value); while the number of large deals was up 10%.
The Italian market has borne out the positive trend observed in previous quarters with an increase of 34% in deals announced. A significant increase in deal volumes was also recorded in Spain (up 66%), France (up 42%) and Germany (up 28%), while in the United Kingdom the growth was more moderate (up 4%).
21 Under the terms of the partnership, the share of the profit attributable to Mediobanca is calculated based on revenues, with the operating costs left to the partners.
22 Includes MBFACTA and Selma but not MBCS (which is now part of the Consumer Finance division).
Review of Operations 57
In this market scenario, Mediobanca has confirmed its position as advisor of choice in Italy, taking part in the most important deals announced, and has enhanced its international profile, completing a total of 32 deals in the six months.
The main deals completed in Italy include, in the TMT sector, the disposal of IGT’s Gaming and Digital business lines to Apollo Global Management, the voluntary public tender offer by MFE to increase its investment in Prosiebensat.1 Media, and the acquisition of Sellsy by Teamsystem, the disposal by F2i of a stake in Sorgenia to Sixth Street Partners, and the acquisition by a consortium of operators led by Pad Multienergy of the Italian activities of EG Group; in the Financial Institutions sector, the public tender offer for Banca Popolare di Sondrio by Bper Banca; in the Healthcare sector, the acquisition by Renaissance Partners and Aurora Growth Capital of the entire share capital of Genetic; in the Consumer sector, the sale by Campari of its vermouth and sparkling wine Cinzano business to the Caffo 1915 group, plus some deals in the Mid Cap segment, including the sale of SIFI to Faes Farma, the sale by A.I.P. Italia of a majority share in A.L.A. to H.I.G Capital, and the sale of Frigomeccanica to Middleby Corporation.
As far as regards advisory business at European level, in the German market deals of note include the acquisition by Adagia Partners of AGN Niederberghaus und Partner, and the acquisition by EMZ Partners of koenig.solutions, and in the French market, the acquisitions by Veolia of Chameleon Industries and Clean Earth, and the acquisition by Nexans of Electro Cables.
In the Digital Economy sector, Arma Partners confirmed its position as one of the leading advisors in Europe, with ten deals completed in the six months. The software segment was particularly active, where the largest deals covered by the company included TA Associates, PSG Equity and Verdane selling Hornetsecurity to Proofpoint, the sale of Namirial to Bain by Ambienta, and FTV Capital taking an investment in FundApps.
The good performance in advisory business should continue, despite the high uncertainty characterizing the macroeconomic and geopolitical scenario, in view of the deals announced to date on both the domestic and the international markets, including for example, in the TMT sector, the sale of Sparkle by TIM to a consortium of investors including both the Italian Ministry for the Economy and Finance and Retelit, and the acquisition of Tinexta by Nextalia and Advent International; in the Industrials sector, the disposal of the Specialty Chemicals and High Performance Polymers business area of RadiciGroup to Lone Star, and the acquisition of Riello Group by Ariston Group; in the Energy sector, the sale of a stake in Plenitude by Eni to Ares Management; in the
58 Consolidated Financial Statements as at 31 December 2025
Consumer sector, the disposal of Golden Goose by Permira to HSG and Temasek; in the Infrastructure sector, the acquisition of Milione from DWS and InfraVia by Ardian and Finint; and, in the Digital Economy sector, the acquisition of Smart Communications by Cinven, plus the acquisition of Signaturit by Namirial.
In Equity Capital Markets, investors continue to be highly selective with regard to IPOs in particular; against this backdrop, the Bank has taken part in some of the largest deals completed on the European market, acting as Joint Bookrunner in the Cirsa IPO in Spain.
Mediobanca’s commitment to ESG issues has been a feature of the CIB Division’s activities, with a view to supporting clients in their energy transition strategies, and to allocating capital with a focus on ESG issues through deals that demonstrate the Bank’s commitment to projects that contribute to environmental and social sustainability. As for advisory business, in the six months Mediobanca has taken part in nine deals announced on the domestic and international markets. The main deals pending completion include: the strategic partnership between GEK TERNA and Motor Oil, the disposal by Enfinity Global of 49% of a portfolio of photovoltaic systems to SOFAZ, and the acquisition of a windfarm by Estra from Alerion Clean Power.
In the Debt Capital Markets area, Mediobanca has reported an excellent six-month performance, with persistent liquidity investor-side coupled with lower issuance volumes (in the domestic market especially) than those seen in the first half of 2025. In particular, Mediobanca has taken part in some of the largest senior and subordinated bond issues, both for corporates and financial institutions, in Italy (including Mundys, Inwit, ASTM, A2A, Generali, Banca Sella Holding, ITAS Mutua, Banco Desio, BMPS and Poste Italiane) and the other core markets (including TDF, Wendel, Gecina, Colonial, Redeia, Merlin and Swisscom).
In Lending, the high liquidity within the financial system coupled with the ongoing competition between banks has helped to keep pricing levels low, while at the same time, the continuing geopolitical tensions have slowed companies’ M&A activities. Against this backdrop, the Bank has continued to support its Italian and international clients, in their ordinary activities (providing support for organic growth and through refinancing, for clients such as Port Liberty, Ferrara Candy, Ali Group, Tank & Rast, Leonardo and Ferrari) and for acquisitions (as in the case of Ferrero). The Bank also seeks to complement fee income from the debt area with underwriting and acquisition financing activities, as well as the debt advisory mandates.
Review of Operations 59
Fixed-income trading reported a relatively slight reduction in terms of gross revenues, given the scenario marked by low credit volatility, relatively narrow interest rate spreads, seasonal factors and the negative conditions for the issue of structured products.
Mediobanca in the six months has retained its important role in the placement of Italian government securities, participating as specialist in a total of 27 auction sessions. In these transactions the Italian Ministry for the Economy and Finance has raised approx. €187bn, almost 4.5% of which was brokered through Mediobanca.
In addition, Mediobanca has acted as Co-Lead Manager in the dual tranche syndicated deal implemented by the Italian Ministry, further strengthening its position in the primary market. Brokerage activities with institutional clients remain solid, with Mediobanca involved in deals with an aggregate volume of €36bn traded between domestic and international counterparties. Bespoke activity involving government securities also recorded continuing growth, with the service expanding not only for domestic but also international clients. Mediobanca has confirmed its position as one of the leading operators in the sovereign debt repackaging market, distinguished by its strong trading capability and innovative approach to deal structuring.
In view of the adverse market conditions in terms of low volatility and liquidity for the structured products business lines and being able to monetize arbitrage trades, the desk has worked on new products (such as leverage certificates, repackaged CLCs, formula funds and repackaged BTPs) and new asset classes for arbitrage business, to enable the division to position itself favourably in the next quarter even if there is no change in the market conditions. An increase was recorded in the volumes traded by the market-making desk, in AT1 financial bonds in particular.
The ongoing revenues generated by the Equity Trading Desk have been driven by significant growth in the placement of equity certificates (€700m), significantly increasing market share versus third-party networks, and growing in bespoke activities with family offices and HNWIs.
Equity brokerage activity with institutional clients was again solid, with strong client momentum both in Europe and the United States; Mediobanca was involved in deals worth a total of €19bn.
60 Consolidated Financial Statements as at 31 December 2025
* * *
Customer loans amounted to €20.9bn (up 3.7%), with growth in all segments: in Wholesale Banking customer loans increased from €17bn to €17.5bn (€14bn of which attributable to Lending and Structured Finance); while in Factoring customer loans totalled €2.7bn (up 9.4%, from €2.4bn); and core leasing loans rose by 2.3% (from €745.8m to €763.2m). New loans in Lending and Structured Finance totalled €2.3bn (down 35.6% YoY), in part offset by repayments totalling €1.9bn; while turnover in factoring business rose to €5bn (up 3.9% YoY) and in leasing closed at €168.5m (up 27.7% YoY).

| 31 December2025 |  | 30 June 2025 |  | Chg (%)
| (€m) |  | % |  | (€m) |  | % |  |
Italy | 10,720.7 |  | 51.2% |  | 10,734.7 |  | 53.2% |  | -0.1%
France | 1,887.1 |  | 9.–% |  | 1,937.7 |  | 9.6% |  | -2.6%
Spain | 1,603.4 |  | 7.7% |  | 1,940.8 |  | 9.6% |  | -17.4%
Germany | 2,197.2 |  | 10.5% |  | 1,991. – |  | 9.9% |  | 10.4%
U.K. | 1,243.8 |  | 5.9% |  | 1,065.5 |  | 5.3% |  | 16.7%
Other non resident | 3,266.2 |  | 15.6% |  | 2,501.5 |  | 12.4% |  | 30.6%
Total loans and advances to customers CIB | 20,918.5 |  | 100.–% |  | 20,171.2 |  | 100.–% |  | 3.7%
- of which: Specialty Finance | 3,438.6 |  | 16.4% |  | 3,191.4 |  | 15.8% |  | 7.7%

Gross non-performing loans totalled €37.2m, with the gross NPL ratio low at 0.2% of total loans; while net NPLs totalled just €10.7m, concentrated in factoring business in particular (gross NPLs: €23.3m; net NPLs: €7.3m) and to a lesser extent also in the Large Corporate (€6.1m; €0.7m) and core leasing segments (€7.8m; €2.7m).
Gross positions classified as Stage 2 decreased from €212.9m to €161.2m (and represent 0.8% of total loans); the reduction was mostly concentrated in Wholesale Banking (where the stock decreased to €69m) with the remainder in factoring (where Stage 2 loans decreased to €62.9m) and core leasing (€29.3m).
The valuation of financial assets (loans, banking book securities, and funds) reflected adjustments of approx. €5.5m; the six months under review reflected value adjustments to loans of €5.1m, €3.2m of which in the Large Corporate portfolio, and €2.3m in factoring; while the other financial assets reflect adjustments totalling €0.4m.
It should be noted that since 30 September 2025, the capital ratios reflect the adoption of an updated version of the PD model for the Corporate loan book of
Review of Operations 61
Mediobanca S.p.A. and Mediobanca International subject to credit risk based on the IRB method. In the new model the historical series are shorter, to reflect the regulatory requirements in terms of the “likely range of variability” of default rates, and data on defaults observed internally are used in order to calibrate the estimates. The impact of the model on RWAs was a reduction in the region of €1.6bn.
Revenues amounted to €357.3m (down 20.2% YoY; up 8.7% QoQ), with the share attributable to Wholesale Banking totalling €319.1m (down 22.7 YoY; up 8.4% QoQ) and that to Specialty Finance totalling €37.4m (up 7.6% YoY; up 6.4% QoQ).
The main income sources reflect the following trends:
—Net interest income totalled €170m (up 5.1% YoY; up 1.4% QoQ), on a positive contribution from Markets (€63m; up 11.3% YoY; up 8.8% QoQ), in particular treasury and trading operations; while Lending contributed €73.6m (up 3.2% YoY; up 3.9% QoQ), with the recovery in volumes offsetting the stagnation in credit spreads. Specialty Finance contributed net interest income of €33.8m (up 10.8% YoY; up 4.2% QoQ);
—Net fee and commission income totalled €146.4m (down 34% YoY; up 6.6% QoQ), with the share accounted for by advisory business amounting to €108.4m (up 11.5% YoY; down 8.6% QoQ), approx. €66m of which from the non-Italian subsidiaries, with the reduction (down 33% YoY; down 13% QoQ) reflecting the normalization of the contribution from Arma Partners (€43m, compared with a 6M average of approx. €81m last year); the contribution from operations with Mid Cap clients (domestic and international) totalled approx. €14m (down 46.6% YoY; down 39% QoQ), while that from ECM operations was virtually nil. The Debt division contributed €39.1m (down 9% YoY; up 46% QoQ), with the contribution from Lending stable (at approx. €31m), on a reduction in DCM fees (which decreased from €12.2m to €8.4m); while Specialty Finance reported fees of €3.6m (down 18% YoY; up 25% QoQ);
—Net treasury income totalled €40.9m, lower than last year (down 37% YoY; from €64.9m). Proprietary trading contributed €16.7m, approx. €9m of which from arbitrage trading and €7.7m of which as part of fixed-income trading strategies. The Markets Division contributed total income of €23.8m, with the €8.3m loss made on fixed-income trading more than offset by the improved contribution to net interest income (€57.9m; down 16.8% YoY; up 2.8% QoQ); while equity trading generated income of €32.1m, distributed equally between the two quarters (€16.4m, compared with €15.7m); the performance reflects the management of certificates and other investment solutions for clients.
62 Consolidated Financial Statements as at 31 December 2025

Revenues |  |  | 31 december 2025 |  | 30 June 2025 |  | 31 december 2024 |  | Chg. (%)
Capital Market |  |  | 8.7 |  | 34.– |  | 16.7 |  | -47.8%
Lending |  |  | 104.5 |  | 216.7 |  | 102.4 |  | 2.–%
Advisory M&A |  |  | 110.4 |  | 308.5 |  | 178.2 |  | -38.1%
- of which Arma Partners |  |  | 45.7 |  | 163.8 |  | 81.9 |  | -44.2%
Trading Prop |  |  | 13.4 |  | 43.5 |  | 20.7 |  | -35.3%
Market, sales and other gains |  |  | 82.9 |  | 204.6 |  | 94.9 |  | -12.6%
Specialty Finance |  |  | 37.4 |  | 73.8 |  | 34.8 |  | 7.5%
Total Revenues |  |  | 357.3 |  | 881.1 |  | 447.7 |  | -20.2%
Commissions |  |  | 31 december 2025 |  | 30 June 2025 |  | 31 december 2024 |  | Chg. (%)
Capital Market, Sales and other gains |  |  | 3.7 |  | 27.7 |  | 8.3 |  | -55.4%
Lending |  |  | 30.7 |  | 66.– |  | 31.– |  | -1.2%
Advisory M&A |  |  | 108.4 |  | 306.3 |  | 177.4 |  | -38.9%
- of which Arma Partners |  |  | 43.4 |  | 160.4 |  | 80.8 |  | -46.3%
Specialty Finance |  |  | 3.6 |  | 8.2 |  | 4.4 |  | -18.2%
Total Commissions CIB |  |  | 146.4 |  | 408.2 |  | 221.1 |  | -33.8%

Operating costs totalled €198m (up 1.5% YoY; up 25.1% QoQ), with a cost/income ratio of 55.4%, higher as a result of the revenue trend referred to above; labour costs were at the same level as last year (€113m, up 0.5% YoY; up 39% QoQ), in view of the increase in accruals for the variable remuneration component for the quarter to retain key figures; administrative expenses grew to €85m (up 2.9% YoY; up 9.1% QoQ), with the recurrent IT share increasing to €17m (up 9% YoY) due to major projects launched in previous quarters coming into operation; the other cost items were largely stable.

|  |  | 31 december 2025 |  | 30 June 2025 |  | 31 december 2024 |  | Chg. (%)
Wholesale Loans |  |  | (1.4) |  | 7.9 |  | (1.4) |  | n.m.
Specialty Finance Loans |  |  | (3.7) |  | 3.2 |  | 3.– |  | n.m.
Other financial assets |  |  | (0.4) |  | (0.1) |  | (0.6) |  | n.m.
Total provisions |  |  | (5.5) |  | 11.– |  | 1.– |  | n.m.

Other gains (losses), which reflect a €4.6m loss overall, include the settlements paid for two disputes (€2.6m), plus other contingent liabilities (approx. €2m) in relation to operational risks.
Review of Operations 63
CONSUMER FINANCE
This Division provides retail clients with the full range of consumer credit products: personal and special-purpose loans, salary- or pension-backed finance, credit cards, plus the new, innovative Buy Now Pay Later solution called “HeyLight”, which includes the activities of HeyLight SA (previously named HeidiPay Switzerland AG). Also included in Consumer Finance are Compass RE, which reinsures risks linked to insurance policies sold to clients, Compass Rent, which operates in asset rental, and Compass Link, which distributes Compass products and services via external collaborators, plus, as from 1 July 2025, the credit management activities performed by MBCredit Solutions and MBContact Solutions.

|  |  |  |  |  |  |  |  | (€m)
|  |  | 31 december 2025 |  | 30 June 2025 | * | 31 december 2024 | * | Chg. (%)
Profit-and-loss |  |  |  |  |  |  |  |  |
Net interest income |  |  | 600.9 |  | 1,135.4 |  | 557.4 |  | 7.8
Net trading income |  |  | (0.6) |  | — |  | — |  | n.m.
Net fee and commission income |  |  | 77.2 |  | 159.9 |  | 80.6 |  | -4.3
Equity-accounted companies |  |  | — |  | (0.4) |  | (0.2) |  | n.m.
Total income |  |  | 677.5 |  | 1,294.9 |  | 637.8 |  | 6.2
Labour costs |  |  | (73.6) |  | (141.1) |  | (68.3) |  | 7.8
Administrative expenses |  |  | (130.9) |  | (266.–) |  | (126.9) |  | 3.1
Operating costs |  |  | (204.5) |  | (407.1) |  | (195.2) |  | 4.7
Loan loss provisions |  |  | (143.–) |  | (270.6) |  | (136.1) |  | 5.1
Provisions for other financial and non-financial assets |  |  | — |  | 0.1 |  | — |  | n.m.
Other income (losses) |  |  | (2.5) |  | 0.1 |  | (0.5) |  | n.m.
Profit before tax |  |  | 327.5 |  | 617.4 |  | 306.– |  | 7.–
Income tax for the period |  |  | (106.2) |  | (206.5) |  | (101.5) |  | 4.6
Net profit |  |  | 221.3 |  | 410.9 |  | 204.5 |  | 8.2
Cost/Income (%) |  |  | 30.2 |  | 31.4 |  | 30.6 |  |

|  | 31 december 2025 |  | 30 June 2025 | * | 31 december 2024 | *
Balance-sheet data |  |  |  |  |  |  |
Loans and advances to customers |  | 16,665.3 |  | 16,056.2 |  | 15,564.1 |
- of which: |  |  |  |  |  |  |
Personal loans |  | 8,412.4 |  | 8,059.4 |  | 7,707.7 |
Salary-backed finance |  | 1,950.5 |  | 1,860.– |  | 1,778.5 |
New loans |  | 4,869.1 |  | 9,083.7 |  | 4,340.– |
Risk-weighted assets |  | 14,956.9 |  | 14,359.4 |  | 14,476.4 |
RORWA |  | 3.1% |  | 2.9% |  | 2.8% |
No. of staff |  | 1,770 |  | 1,752 |  | 1,748 |
|  | 31 december 2025 |  | 30 June 2025 |  | 31 december 2024 |
Commercial data |  |  |  |  |  |  |
Branches Consumer |  | 182 |  | 183 |  | 182 |
Agencies Consumer |  | 94 |  | 90 |  | 88 |

* The data as at 31 December 2024 and 30 June 2025 have 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
64 Consolidated Financial Statements as at 31 December 2025
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.
The net profit posted by this division continues to grow, reaching €221.3m (up 8.2% YoY); revenues for the six months posted a further increase (to €678m, up 6.2% YoY), driven by strong performances in net interest income (up 7.8% YoY) and new loans (€4.9bn, up 12% YoY); the cost of risk remained under control, at 175 bps (versus 177 bps last year). RORWA therefore increased to 3%, with the cost/income ratio falling to 30.2%.
In 2025, the Italian consumer credit market continued on the growth path which began last year, albeit at more moderate rates. The overall market flows up around 6.7%, normalizing gradually (compared to the 7.5% increase posted in 2024).
Against this backdrop, Compass recorded growth of approx. 8.1% in the value financed, around 1.4 percentage points higher than the market, which enabled it to maintain a high and basically stable market share equal to approx. 13.8% over 2025, with a more stable and less volatile profile than the sector average.
The company has prioritized more selective and balanced growth, a decision which has enabled it to defend market share in a competitive scenario marked by higher pressure on volumes and increasing polarization between operators.
Looking at the data by product segment, personal loans appear to be the main growth driver: the segment has grown at a rate of near to 13.3% YoY, above market average, and contributing significantly to Compass’s increase in volumes. The performance of salary-backed finance was also positive, with an increase of 17.8% in flows. By contrast, the trend in special purpose finance for the acquisition of goods was more contained, including the car and motorbike segment, with limited growth due to the difficulties encountered by the automotive sector. There was widespread growth in the use of alternative deferred payment solutions (BNPL).
During the period ended 31 December 2025, Compass disbursed new loans totalling €4.9bn (up 12.2% on one year previously), with all products contributing positively: personal loans were up 15.5% (from €2bn to €2.3bn), driven by the direct channel (up 5.6%, from €1,552.8m to €1,639.4m) with the indirect channel recovering (up 51.5%, from €429.5m to €650.9m), the banking channel in particular where volumes almost doubled (from €228.1m to €448.6m), after Mediobanca became part of the MPS group. New business in BNPL has now reached €433.4m (up 38.6%); there was also growth in automotive finance (up 4.5%, from €703.9m to €735.3m) and special purpose loans (up 1.1%, from €607.1m to €613.7m).
Review of Operations 65
Customer loans rose by 3.8% in the financial year, reaching €16.7bn (30/6/25: €16.1bn), on the back of a healthy performance in new business. The share accounted for by personal loans grew by 4.4%, from €8,059m to €8,412.4m (approx. 50% of the total loan book); salary-backed finance and special purpose loans also both increased, the former by 4.9% (from €1,860m to €1,950.5m) and the latter by 1.3% (from €1,370.1m to €1,387.4m); while BNPL operations also continue to grow, with the stock now having reached €432.5m (up 19.6%, from €361.5m).
The asset quality ratios remain robust: gross non-performing loans totalled €888.6m – just over half of which were fewer than 90 days past due – following sales and writeoffs totalling €18.6m (net of collections, closures and transfers to losses), and represent 5% of the total loan stock (5.2%); while net NPLs make up 2.03% of total loans (12 bps lower than at end-June 2025), with a coverage ratio of 61.8%; the coverage ratio for performing loans was 3.11% (down 14 bps), as a result of the reduction in overlays (the stock of which decreased from €146.1m to €122.9m).
Gross positions classified as Stage 2 totalled €1,679.3m (up 4.8% YoY), and represent 9.5% of gross total loans in this sector; the coverage ratio was 16.1%, resulting in a net balance of €1,409.1m (up 6.1% YoY), or 8.3% of net loans.
* * *
The growth in revenues (up 6.2% YoY, from €637.8m to €677.5m) was in line with the growth in average lending volumes (which rose by 6% YoY). The main income items performed as follows:
―Net interest income again recorded a new three-month high, exceeding the €300m barrier to reach €304.3m (up 7.9% YoY; up 2.6% QoQ). This performance was driven by the healthy trend in lending volumes (average balance up €0.7bn), reflected in record new loans of €4.7bn in the six months, which enabled the reduction in the Return on Assets to be offset: (ROA: 9.14%, down 73 bps YoY, stable QoQ). The NII performance was also boosted by interest expense being stable, despite the fixed-rate hedges being renewed at interest rates that on average were higher than those falling due;
―Net fee and commission income fell to €77.2m (down 4.3% YoY; down 3.6% QoQ), with the growing contribution from Heylight activities (€12.4m; up 18% YoY and QoQ) unable to offset the increase in rappel fees payable due to the volumes of new loans channelled via the banking networks, and the reduction in insurance income which totalled €13.2m (down 11.1% YoY; down 6.9% QoQ).
66 Consolidated Financial Statements as at 31 December 2025
Operating costs totalled €204.5m (up 5% YoY), with the cost/income ratio of 30.2%, despite the investments both in people (in large part due to growth outside of Italy) and systems; labour costs rose to €73.6m (up 7.8% YoY; up 6.2% QoQ); while administrative expenses increased to €130.9m (up 3.1% YoY; up 8.8% QoQ), of which the share represented by IT costs totalled €27m, and credit recovery expenses €28m.23
Loan loss provisions amounted to €143m (up 5.1% YoY; down 0.6%QoQ), with the CoR under control at 175 bps (down 2 bps YoY), reflecting the use of approx. €23.3m in overlays, partly linked to the revision of the ECL risk parameters, which positions the overlay stock at €122.9m (30/6/25: €146.1m).
Other gains and losses reflect a negative balance of €2.5m, after provisions for potential disputes with clients totalling €7.7m, much of which was offset by the rebate of a fine handed down by the Italian competition and market authority AGCM (€5.2m including interests).
23 Costs reported by the division net of activities performed by MBCS on behalf of Compass.
Review of Operations 67
INSURANCE – PRINCIPAL INVESTING
The Insurance – Principal Investing (PI) division comprises the portfolio of equity investments and holdings, including the 13.55% stake in Assicurazioni Generali. The latter investment has been this division’s main component for many years, and is distinguished for its sound management, consistency of results, high profitability and contribution in terms of diversification and stabilization to the consolidated revenues. The division includes the investments in funds and SPVs and/or managed by the Group’s asset management companies (seed capital) based on an approach that combines mid-term profitability with synergies between the divisions, as well as investment activity in private equity funds managed by third parties.

|  |  |  |  |  |  |  |  | (€m)
|  |  | 31 december 2025 |  | 30 June 2025 |  | 31 december 2024 |  | Chg. (%)
Profit-and-loss |  |  |  |  |  |  |  |  |
Other incomes |  |  | — |  | 23.1 |  | 12.2 |  | n.m.
Equity-accounted companies |  |  | 276.8 |  | 498.4 |  | 230.9 |  | 19.9
Total income |  |  | 276.8 |  | 521.5 |  | 243.1 |  | 13.9
Labour costs |  |  | (2.–) |  | (4.5) |  | (2.1) |  | n.m.
Administrative expenses |  |  | (0.8) |  | (1.4) |  | (0.7) |  | n.m.
Operating costs |  |  | (2.8) |  | (5.9) |  | (2.8) |  | n.m.
Provisions for other financial and non-financial assets |  |  | (3.8) |  | 18.– |  | 9.4 |  | n.m.
Profit before tax |  |  | 270.2 |  | 533.6 |  | 249.7 |  | 8.2
Income tax for the period |  |  | (3.6) |  | (17.2) |  | (9.2) |  | (60.9)
Net profit |  |  | 266.6 |  | 516.4 |  | 240.5 |  | 10.9

| 31 december 2025 |  | 30 June 2025 |  | 31 december 2024
Balance-sheet data |  |  |  |  |
Banking book equity securities | 793.– |  | 804.3 |  | 793.6
Equity investments | 4,230.6 |  | 3,986.3 |  | 4,081.8
Risk-weighted assets | 8,210.8 |  | 7,798.8 |  | 8,079.9
RORWA | 3.8% |  | 3.6% |  | 3.4%

The Insurance division posted a net profit of €266.6m for the period, up on last year (€240.5m; up 10.9% YoY), with the investments accounted for using the equity method contributing €276.8m (€230.9m, up 19.9% YoY), and the effects of holdings in funds and equities taken through profit and loss (dividends, other income collected, and recognition at fair value) for a total charge of €3.8m (compared with €9.4m credited last year); RoRWA increased from 3.4% to 3.8%.
Investments accounted for using the equity method rose from €230.9m to €276.8m, with the contribution from Assicurazioni Generali increasing from €226.7m to
68 Consolidated Financial Statements as at 31 December 2025
€272.7m; while the other IAS 28 investments (IEO, CLI Holdings II and Finanziaria Gruppo Bisazza) contributed a total of €4.1m (31/12/25: €4.3m).
Amounts collected by way of dividends and other income from funds and equities (including other revenues) amounted to €16.5m (€16m last year), €5.2m of which were investments in Mediobanca and its subisdiaries’ funds (seed capital). Holdings in funds recognized at fair value added €2.3m, €1.5bn of which from private equity funds.24
The book value of the Assicurazioni Generali investment rose from €3,906.8m to €4,157.9m, due primarily to the profit for the period (€272.7m, up 20.3% YoY), against a slight reduction in reserves (valuation reserves: €20m; other reserves: €1.5m). The increased contribution to earnings reflects the healthy performance delivered by the company in all business sectors, non-life in particular which was boosted by the reduced importance of catastrophic events.
Other securities totalled €793m, and regard holdings in funds totalling €579.5m (following net investments of €9.8m and positive adjustments to fair value totalling €9m) and in equities totalling €213.4m, the latter reflecting one repayment of an equity position. The repayment led to a reduction in the FVOCI reserve, offset by a corresponding increase in the other reserves recorded in net equity.
24 The NAV valuations reflect prudential adjustments (FVA and IPV) amounting to €5.7m.
Review of Operations 69
HOLDING FUNCTIONS (CENTRAL UNITS AND TREASURY)
The Holding Functions comprises MIS and other minor companies, Treasury and ALM 25 (with the aim of optimizing funding and liquidity management on a consolidated basis, including the securities held as part of the banking book), central function costs including the operations, support units (Chief Financial Office, Corporate Affairs, Investor Relations, Human Resources, etc.), senior management and the control units (Risk Management, Audit and Compliance). As from 1 July 2025, the core leasing activities of Selma have been included as part of the CIB Division (in the Specialty Finance segment), with only certain deals implemented previously and in the process of being closed now remaining as part of the Holding Functions Division.

|  |  |  |  |  |  |  |  | (€m)
|  |  | 31 December 2025 |  | 30 June 2025* |  | 31 December 2024* |  | Chg. (%)
Profit-and-loss |  |  |  |  |  |  |  |  |
Net interest income |  |  | (5.–) |  | 50.2 |  | 38.5 |  | n.m.
Net trading income |  |  | 8.6 |  | 9.2 |  | 5.6 |  | 53.6
Net fee and commission income |  |  | 0.7 |  | 2.6 |  | 1.8 |  | -61.1
Equity-accounted companies |  |  | (0.4) |  | (1.1) |  | (0.4) |  | n.m.
Total income |  |  | 3.9 |  | 60.9 |  | 45.5 |  | -91.4
Labour costs |  |  | (67.5) |  | (140.5) |  | (67.6) |  | -0.1
Administrative expenses |  |  | (9.9) |  | (24.1) |  | (9.1) |  | 8.8
Operating costs |  |  | (77.4) |  | (164.6) |  | (76.7) |  | 0.9
Loan loss provisions |  |  | 4.– |  | 5.2 |  | 2.1 |  | n.m.
Provisions for other financial and non-financial assets |  |  | 2.– |  | 2.1 |  | 1.8 |  | 11.1
Other income (losses) |  |  | 6.3 |  | (7.2) |  | (0.6) |  | n.m.
Profit before tax |  |  | (61.2) |  | (103.6) |  | (27.9) |  | n.m.
Income tax for the period |  |  | 9.5 |  | 13.4 |  | (3.5) |  | n.m.
Minority interest |  |  | — |  | — |  | (1.4) |  | n.m.
Net profit |  |  | (51.7) |  | (90.2) |  | (32.8) |  | 57.6

| 31 December 2025 |  | 30 June 2025* |  | 31 December 2024* |
Balance-sheet data |  |  |  |  |  |
Loans and advances to customers | 457.1 |  | 511.2 |  | 585.3 |
Banking book securities | 7,889.2 |  | 7,644.9 |  | 9,201.6 |
No. of staff | 849(453) |  | 845 (449) |  | 837 (441) |
Risk-weighted assets | 3,354.7 |  | 3,448.2 |  | 3,415.9 |

The 849 staff employed in the Holding Functions (versus 837 last year) are split as follows: 51 in Selma (53 last year); 55 in Treasury and ALM (48); 169 in MIS (161), 210 in operations (216), 172 in support functions (177), 188 in control functions (177) plus 4 in management (senior management and assistants, 5 last year). Of these, the cost of approximately 453 FTEs is reallocated to the business lines (431).
* The data as at 31 December 2024 and 30 June 2025 have 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
25 Treasury finances the individual business areas’ operations, applying the funds transfer pricing (FTP) rate based on the relevant curves, with spreads varying depending on the expiries agreed for the respective use of funds.
70 Consolidated Financial Statements as at 31 December 2025
CIB (Specialty Finance), have now been transferred to the Consumer Finance division.
The reporting period reflects a net loss of €51.7m for the division, higher than last year (€33.5m), as a result of the trend in net interest income, which declined from €38.5m to reflect net interest expense of €5m, primarily as an effect of market interest rates (EUR 3M: down 126 bps in 6M), with net treasury income growing (from €5.6m to €8.6m) as a result of proprietary portfolio management.
The contribution from treasury management resulted in a €14m loss overall, reflecting the trend in net interest income referred to above, and the lower carry related to the replacement of the banking book, understandable in a scenario where yields on government securities shrank considerably (BTP/Bund spread 65 bps); this was compounded by the effect of the reduction in market interest rates, where the resilience of the Wealth Management COF was absorbed by the internal Funds Transfer Pricing.
Operating costs were stable at €77.4m, €53.2m of which in relation to central costs (up 3% YoY) which account for 6.5% of the consolidated total (7% last year).
Writebacks of €4.1m were credited in respect of leasing accounts being run off (€2.1m last year).
Other profits (€6.3m) include the release of deferred tax liabilities booked following the introduction of IAS 39, for which the assessment deadlines have passed (€10m), only in part absorbed by a one-off payment of €2m to the FITD plus other operating losses.
The consolidated ALM position is again balanced, with regulatory indicators stable: MREL: 43%; LCR: 160.8%; NSFR: 114.6%.
Review of Operations 71
* * *
The financial highlights for the other subsidiaries controlled, directly or indirectly, by Mediobanca in the six months under review are shown below:

|  |  |  |  |  | (€m)
Company | Percentage shareholdin g | Business Line | Total assets | Loan and advanced to customer s | Total net equity 1 | No. of staff
Mediobanca Securities (data in USDm) | 100% | CIB | 7.2 | — | 6.– | 6
Messier et Associés S.A.S.(*) | 100% | CIB | 129.6 | — | 49.6 | 37
Messier et Associés L.L.C. (data in USDm)(*) | 100% | CIB | 0.8 | — | 0.7 | 3
Mediobanca International | 100% | CIB | 8,469.– | 6,037.4 | 425.8 | 19
MBFACTA | 100% | CIB | 3,701.5 | 2,675.4 | 257.9 | 50
MBCredit Solutions | 100% | CF | 52.6 | — | 39.1 | 50
MB Contact Solutions | 100% | CF | 1.4 | — | 0.7 | 1
Arma Partnes LLP (data in GBPm) | 100% | CIB | 72.4 | — | 51.7 | 103
Arma Partnes CF Ltd UK (data in GBPm) | 100% | CIB | 5.1 | — | 0.7 | —
Arma DE GmbH (data in GBPm) | 100% | CIB | 0.7 | — | 0.5 | —
Compass Banca | 100% | CF | 20,013.2 | 18,595.– | 2,727.– | 19
Quarzo S.r.l. | 90% | CF | 4.3 | — | — | —
Compass RE | 100% | CF | 298.7 | — | 188.2 | 2
Compass Rent | 100% | CF | 9.8 | — | 1.2 | 1,578
Compass Link | 100% | CF | 3.4 | — | (2.1) | 12
Heylight AG (data in CHFm) | 100% | CF | 88.8 | 81.8 | 3.6 | —
Heidi Pay Switzerland AG (data in CHFm) | 100% | CF | 11.1 | 10.7 | 11.1 | 1
Heidi Pay Ltd (data in GBPm) | 100% | CF | 3.5 | 0.2 | (18.3) | —
Holipay SRL | 100% | CF | 0.2 | — | (6,548.3) | —
MB Premier | 100% | WM | 32,433.9 | 13,038.1 | 1,052.2 | 1,567
Mediobanca Covered Bond | 90% | WM | 1.– | — | 0.1 | —
CMB Monaco | 100% | WM | 8,330.6 | 3,466.3 | 935.5 | 275
Spafid | 100% | WM | 49.4 | — | 41.2 | 37
Polus Capital Management Group Ltd (data in GBPm) (*) - consolidated | 89.07% | WM | 221.9 | — | 118.– | 81
Polus Capital Management Group Ltd | 89.07% | WM | 96.7 | — | 85.– | 73
Polus Capital Management Ltd | 89.07% | WM | 81.8 | — | 32.8 | 1
Polus Capital Management (US) Inc. | 89.07% | WM | 43.4 | — | 0.2 | 7
Polus Capital Management Investments Ltd (non operating) | 89.07% | WM | — | — | — | —
Polus Investment Managers Ltd (non operating) | 89.07% | WM | — | — | — | —
Bybrook Capital Management Limited | 89.07% | WM | — | — | — | —
RAM Active Investments (data in CHFm) (*) | 98.28% | WM | 22.4 | — | 11.9 | 28
CMG Monaco | 100% | WM | 12.1 | — | 1.– | 14
Spafid Trust S.r.l. | 100% | WM | 1.4 | — | 1.2 | 4
Mediobanca SGR S.p.A. | 100% | WM | 80.4 | — | 61.8 | 66
Mediobanca Management Company S.A. | 100% | WM | 12.7 | — | 5.9 | 10
CMB RED | 100% | WM | 340.2 | — | 263.9 | 1
Mediobanca International Immobilière | 100% | HF | 2.2 | — | 2.2 | —
Mediobanca Funding Luxembourg | 100% | HF | 347.6 | 346.2 | 1.– | —
Selma | 100% | CIB/HF | 1,196.6 | 1,083.3 | 139.5 | 88
Mediobanca Innovation Services | 100% | HF | 117.4 | — | 48.3 | 168

1 Includes profit for the period.
* Taking into account the put and call option; see Part A1 – section 3 – Area and methods of consolidation.
72 Consolidated Financial Statements as at 31 December 2025

|  |  |  |  |  | (€m)
Company | Percentage shareholding | Business Line | Income | Costs | Provisions | Gain/(loss) for the period
Mediobanca Securities (data in USDm) | 100% | CIB | 2.5 | (2.3) | — | (0.6)
Messier et Associés S.A.S.(*) | 100% | CIB | 82.9 | (25.5) | — | 43.1
Messier et Associés L.L.C. (data in USDm)(*) | 100% | CIB | — | 0.1 | — | 0.1
Mediobanca International | 100% | CIB | 12.2 | (5.3) | (0.5) | 7.4
MBFACTA | 100% | CIB | 27.4 | (9.4) | (2.5) | 10.4
MBCredit Solutions | 100% | CF | 13.– | (10.8) | 0.5 | 1.7
MB Contact Solutions | 100% | CF | 1.2 | (1.–) | — | 0.1
Arma Partnes LLP (data in GBPm) | 100% | CIB | 39.8 | (19.1) | — | 20.7
Arma Partnes CF Ltd UK (data in GBPm) | 100% | CIB | 9.8 | (9.7) | — | —
Arma DE GmbH (data in GBPm) | 100% | CIB | 0.9 | (0.8) | — | —
Compass Banca | 100% | CF | 648.9 | (189.5) | (141.6) | 211.5
Quarzo S.r.l. | 90% | CF | — | — | — | —
Compass RE | 100% | CF | 12.9 | (0.6) | — | 8.8
Compass Rent | 100% | CF | 1.3 | (2.1) | — | (0.6)
Compass Link | 100% | CF | 0.8 | (0.7) | — | (0.1)
Heylight AG (data in CHFm) | 100% | CF | 4.1 | (3.3) | (1.9) | (1.1)
Heidi Pay Switzerland AG (data in CHFm) | 100% | CF | — | — | — | —
Heidi Pay Ltd (data in GBPm) | 100% | CF | — | — | — | —
Holipay SRL | 100% | CF | — | (0.1) | — | (0.1)
MB Premier | 100% | WM | 248.4 | (171.4) | 0.3 | 49.6
Mediobanca Covered Bond | 90% | WM | — | — | — | —
CMB Monaco | 100% | WM | 84.– | (56.7) | (0.4) | 21.9
Spafid | 100% | WM | 4.7 | (4.7) | — | —
Polus Capital Management Group Ltd (data in GBPm) (*) - consolidated | 89.07% | WM | 36.3 | (27.3) | — | 6.6
Polus Capital Management Group Ltd | 89.07% | WM | 7.6 | (1.6) | — | 6.9
Polus Capital Management Ltd | 89.07% | WM | 26.6 | (22.1) | — | 1.2
Polus Capital Management (US) Inc. | 89.07% | WM | 2.1 | (3.6) | — | (1.5)
Polus Capital Management Investments Ltd (non operating) | 89.07% | WM | — | — | — | —
Polus Investment Managers Ltd (non operating) | 89.07% | WM | — | — | — | —
Bybrook Capital Burton Partnership (GP) Limited | 89.07% | WM | — | — | — | —
RAM Active Investments (data in CHFm) (*) | 98.28% | WM | 8.2 | (8.2) | — | 0.1
CMG Monaco | 100% | WM | 2.7 | (2.4) | — | 0.3
Spafid Trust S.r.l. | 100% | WM | 0.4 | (0.5) | — | —
Mediobanca SGR S.p.A. | 100% | WM | 18.5 | (10.7) | — | 5.5
Mediobanca Management Company S.A. | 100% | WM | 1.6 | (2.2) | — | (0.7)
CMB RED | 100% | WM | 0.4 | — | — | 1.2
Mediobanca International Immobilière | 100% | HF | 0.1 | (0.1) | — | —
Mediobanca Funding Luxembourg | 100% | HF | 0.3 | (0.3) | — | —
Selma | 100% | CIB/HF | 12.5 | (10.7) | 2.7 | 3.4
Mediobanca Innovation Services | 100% | HF | (0.1) | 0.3 | — | —

* Taking into account the put and call option; see Part A1 – section 3 – Area and methods of consolidation.
Review of Operations 73
Other information
Related party disclosure
Financial accounts outstanding as at 31 December 2023 between companies included in the area of consolidation and related parties, and transactions undertaken between such parties during the financial year, are illustrated in Part H of the Notes to the Accounts, along with all the information required in terms of transparency pursuant to Consob resolution no. 17221 issued on 12 March 2010 (amended most recently by resolution no. 21264 of 10 December 2020). All such accounts form part of Group companies’ ordinary operations, are maintained on an arm’s length basis, and are entered into solely in the interests of the companies concerned.
The success of the public exchange and acquisition offer launched by Banca Monte dei Paschi di Siena (BMPS) for Mediobanca ordinary shares has required a new, single scope for the definition of Related Parties and their Associates (the “Related Parties”) to be finalized for the new Monte dei Paschi di Siena Group. The revised scope has entailed a significant increase in the number of Related Parties, which rose from 1,500 at end-June 2025 to around 5,000 at end-December 2025, most of which was due to the inclusion of the Italian Ministry for the Economy and Finance (MEF) and all its investee companies in the definition of Related Parties.
No other atypical or irregular transactions have been entered into with such counterparties.
Article 15 of Consob’s market regulations
With reference to Article 15 (previously Article 36) of Consob resolution 16191/07 (Market Regulations) on the subject of prerequisites for listing in respect of parent companies incorporated or regulated by the laws of EU member states and relevant to the preparation of the consolidated accounts, CMB Monaco is the only subsidiary affected by this provision, and adequate procedures have been adopted to ensure it is fully compliant.
74 Consolidated Financial Statements as at 31 December 2025
Principal consolidate risks facing
In addition to the customary information on financial risks (credit, market, liquidity and operational risks), the notes to the accounts contain a description of the other risks to which Mediobanca and its subsidiaries are exposed in the course of its business, as they emerged from the ICAAP self-assessment process now required by the regulations in force. In particular, this involves concentration risk versus Italian groups in the Group’s corporate activities, financial risk on the banking book (primarily interest rate risk), strategic or business risk, risk deriving from exposure to volatility on financial markets for the equities held in the banking portfolio, and exposure to sovereign debt.
Research
Economic research is carried on by the Mediobanca Research Area. The Research Area’s catalogue includes the customary publications which have been produced for many years now (“Leading Italian Companies”, “Financial Aggregates of Italian Companies”, “Medium-Sized Industrial Companies”), plus a series of industrial economic reports on the sectors in which the Italian market is most involved internationally. Research covers the sectors of most importance to Italian manufacturing industry (e.g. “Made-in-Italy” products), and sectors at the cutting edge in technology terms or affected by mega-trends. Special attention is also devoted to production clusters, value chains, and family business issues.
Credit rating
Following Mediobanca’s entry into the MPS Banking Group, the rating agencies downgraded Mediobanca’s rating, aligning it with that of MPS, which has a weaker credit rating: in October 2025, Moody’s lowered its long-term rating by two notches from Baa1 to Baa3, while the outlook was upgraded from stable to positive, based on expectations that the MPS Group would continue its financial improvement by integrating Mediobanca and refinancing maturing liabilities. The rating was confirmed following the Italian sovereign’s upgrade from Baa3 to Baa2 at the end of last November. The agency is awaiting the presentation of the MPS Group’s strategic and funding plan before reassessing its ratings. Fitch downgraded Mediobanca’s long-term
Review of Operations 75
issuer rating from BBB to BBB- in October 2025, aligning it with that of MPS and assigning it a stable outlook. S&P, which currently assigns Mediobanca a BBB+ rating, introduced a negative Credit Watch due to the risk of a weakened credit profile resulting from the merger with the new banking group. The Credit Watch will be lifted in the coming months as soon as the MPS Group finalizes its strategic plan.
Other reports
The following reports are available on the Bank’s official website at www.mediobanca.com in the Governance section: the “Statement on corporate governance and ownership structure” and the “Group Remuneration Policy and Report” required by Article 123-bis of the Italian Legislative Decree No. 58 of 24 February 1998 (the Italian Finance Act), and the “Disclosure to the public required under Basel III pillar III” (“Pillar III”).
Outlook
Italian and European growth prospects for 2026 remain moderately positive (annual growth expected at 0.7% and around 1% respectively, with Italy slightly accelerating compared to Europe) and are linked to trends in private consumption and to the international trade balance, which might be fragmenting in light of geopolitical frictions. Conversely, spending on infrastructure investments (defence, communications, rail and port networks) will remain vigorous, supporting employment. The launch of the United States and Israel’s military intervention against Iran may, in the event of a prolonged conflict, lead to increased inflation (caused by the interruption of oil and natural gas supplies on international markets), with a consequent weakening of growth.
On 17 February 2026, the Board of Directors of Mediobanca acknowledged the decisions taken by the Parent Company’s Board of Directors and resolved to initiate actions to achieve the merger of Mediobanca into Banca Monte dei Paschi di Siena and subsequent delisting, in compliance with related-party legislation and legal obligations.
In this scenario, Mediobanca will launch initiatives for integration into the MPS Group, immediately capitalizing on the growth opportunities arising from the new operating environment. As outlined in the 2026-30 Business Plan prepared at the MPS
76 Consolidated Financial Statements as at 31 December 2025
Group level and approved by the Board of Directors of BMPS on 26 February 2026, the strategic guidelines will include:
—increased use of the specialized business model, which will benefit from the Group’s greater operational scale and strategic ambitions;
—confirmed leadership in Private Investment Banking, leveraging the uniqueness of the Mediobanca brand and the value of its talent;
—significant investments in distribution, offset by the Group’s operating efficiencies and IT projects;
—greater growth potential of Compass, which will remain a profitable source of net interest income, benefiting from the Group’s expanded distribution network;
—Assicurazione Generali as a source of sustainable and uncorrelated revenue;
—options to grow the business internationally.
The franchise and assets under management are expected to expand in 2026, particularly starting in the second half of the year. The CIB pipeline is expected to be robust and lending activities are estimated to expand. Efficiency measures will bring the cost/income ratio below 45%; the cost of risk will be in the 55-60 basis points range with partial use of overlays. Mediobanca’s capital will remain above 15%.
Reconciliation of shareholders’ equity and net profit

| (€'000)
| Shareholders’ equity | Of which: Net profit (loss)
Balance at 31/12 as per Mediobanca S.p.A. accounts | 11,243,217 | 485,658
Net surplus over book value for consolidated companies | 14,822 | —
Differences on exchange rates originating from conversion of accounts made up in currencies other than the Euro | 7,123 | —
Other adjustments and restatements on consolidation, | 168,160 | 26,930
Dividends received during the period | — | —
Total | 11,433,322 | 512,588

Milan, 5 March 2026
T HE B OARD OF D IRECTORS
Review of Operations 77
S USTAINABILITY R EPORT AS AT 31 D ECEMBER 2025
78 Consolidated Financial Statements as at 31 December 2025
Contents
ESRS 2 - General Information 83
Drafting Criteria 83
BP-1 General Disclosure and Reporting Scope 83
BP-2 Disclosures in relation to specific circumstances 86
Governance 95
GOV-1 – The role of the administrative, management and supervisory bodies 95
GOV-2 – Information provided to and sustainability matters addressed by the
undertaking’s administrative, management and supervisory bodies 111
GOV-3 – Integration of sustainability-related performance in incentive schemes 112
GOV-4 – Statement on due diligence 113
GOV-5 – Risk management and internal controls over sustainability reporting 114
Strategy and Business Model 118
SBM-1 – Strategy, business model and value chain 118
SBM-2 – Interests and views of stakeholders 126
SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and
business model 130
Managing impacts, risks, and opportunities 153
IRO-1 – Description of the process to identify and assess material impacts, risks and
opportunities 153
IRO-2 166
Sustainability-related policies (MDR-P)174
References for Minimum Disclosure Requirements (MDR) on actions, metrics, and targets
related to material sustainability topics 193
II. Environmental Information 194
Information pursuant to Article 8 of Regulation (EU) 2020/852 (EU Taxonomy Regulation)194
EU Taxonomy (Regulation [EU] 2020/852): scenario and reporting requirements 194
The Taxonomy Regulation for the Mediobanca Group 194
The Taxonomy Regulation in the Mediobanca Group’s corporate strategy and product
design 197
E1 – Climate change 198
Strategy 198
Index 79
E1-1 – Transition plan for climate change mitigation 198
E1-2 – Policies related to climate change mitigation and adaptation 198
Actions 200
E1-3 Actions and resources in relation to climate change policies 200
Targets 201
E1-4 Targets related to climate change mitigation and adaptation 201
Metrics 212
E1-5 - Energy consumption and mix 212
E1-6 GHG Gross Scopes 1, 2, 3 and total GHG emissions 216
E1-7 GHG removals and GHG mitigation projects financed through carbon credits....228
E1-8 – Internal carbon pricing 229
E1-9 – Anticipated financial effects from material physical and transition risks and
potential climate-related opportunities 229
III. Social Information 230
S1 – Own workforce 230
Strategy 230
S1-1 Policies related to own workforce 230
S1-2 – Processes for engaging with own workers and workers’ representatives about
impacts 233
Actions 234
S1-4 – Taking action on material impacts on own workforce, and approaches to
mitigating material risks and pursuing material opportunities related to own workforce,
and effectiveness of those actions.234
Targets 243
S1-5 – Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities 243
Metrics 245
S1-6 – Characteristics of the undertaking’s employees 245
S1-7 – Characteristics of non-employee workers in the undertaking’s own workforce..249
S1-8 – Collective bargaining coverage and social dialogue 250
S1-9 – Diversity metrics 251
S1-10 – Adequate wages 253
S1-11 – Social Protection (phase-in)254
S1-12 – Persons with disabilities 254
80 Consolidated Financial Statements as at 31 December 2025
S1-13 – Training and skills development metrics 255
S1-15 – Work-life balance metrics 256
S1-16 – Compensation metrics (pay gap and total compensation)257
S1-17 – Incidents, complaints and severe human rights impacts 258
S3 – Affected Communities 260
Strategy 260
S3-1 – Policies related to affected communities 260
S3-2 – Processes for engaging with affected communities about impacts 261
S3-3 – Processes to remediate negative impacts and channels for affected communities
to raise concerns 262
Actions 262
S3-4 – Taking action on material impacts on affected communities, and approaches to
managing material risks and pursuing material opportunities related to affected
communities, and effectiveness of those actions 262
Targets 266
S3-5 – Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities 266
S4– Consumers and end-users 267
Strategy 267
S4-1 – Policies related to consumers and end-users 267
S4-2 – Processes for engaging with consumers and end-users about impacts 269
S4-3 – Processes to remediate negative impacts and channels for consumers and end-
users to raise concerns 272
Actions 275
S4-4 – Taking action on material impacts on consumers and end-users, and approaches
to managing material risks and pursuing material opportunities related to consumers and
end-users, and effectiveness of those actions 275
Targets 286
S4-5 – Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities 286
IV – Governance-related information 288
G1 – Business conduct 288
Strategy 288
G1-1 - Corporate culture and protection of whistle-blowers 288
Actions 291
Index 81
Targets 292
G1-3 – Prevention and detection of corruption and bribery 292
Metrics 295
G1-4 – Confirmed incidents of corruption or bribery 295
Annexes –Taxonomy Templates 296
82 Consolidated Financial Statements as at 31 December 2025
ESRS 2 – General Information
Drafting Criteria
BP-1 General Disclosure and Reporting Scope
Italian Legislative Decree no. 125 of 6 September 2024 (the “Decree”) has transposed Directive (EU) 2022/2462 (the “Corporate Sustainability Reporting Directive”, or “CSRD”) into the Italian legislative framework, requiring certain categories of firms to prepare an annual sustainability report according to the reporting standards laid down by Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023 (the “European Sustainability Reporting Standards”, or “ESRS”).
Under the new regulations, Mediobanca S.p.A.26, which qualifies as a Public Interest Entity (“PIE”) and meets the size criteria set out in the legislation (i.e. with more than 500 employees and financial instruments listed on an EU regulated market), has published its first Consolidated Sustainability Report for the financial year ending 30 June 2025, in accordance with the Decree’s provisions. Following the change to the change of the financial year already mentioned in the first part of the Management Report, the reporting period covered in this Sustainability Report corresponds to 1 July-31 December 2025.
It should therefore be noted that the figures included in the tables comparing quantitative data with the previous Sustainability Report are not directly comparable, as they refer to reporting periods of different lengths. In particular, the comparison is made between annual data as at 30 June 2025 and data relating to a single six-month period as at 31 December 2025. This temporal asymmetry may not allow for an immediate and consistent assessment of performance trends.
The scope adopted for the Consolidated Sustainability Reporting is aligned with that of the consolidated financial statements for the year ended 31 December 2025 and includes the Parent Company and the subsidiaries consolidated on a line-for-line basis, as listed in Table 1. Equity Investments in Group Legal Entities, in Section 3 – Area and methods of consolidation in the Consolidated Notes to the Accounts (to which reference is made). As of 31 December 2025, no investment in an associate company
26 In this document, unless otherwise specified, any reference to Mediobanca shall be deemed to refer to Mediobanca and its subsidiaries.
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and/or company subject to joint control is subject to operational control.27 However, these companies form part of the value chain by virtue of their commercial relationship with Mediobanca or the stake owned in them. As of 31 December 2025, no entity included in the sustainability scope of reporting is subject to the obligation to draw up its own sustainability report under the terms of the Decree, because they do not qualify as EIPs.
For all entities included in the scope of reporting, this Report includes the disclosures on Impacts, Risks and Opportunities (“IROs”) assessed as “material” following the double materiality analysis, and relevant to both proprietary operations and to commercial relations, direct and indirect, along the value chain. Disclosures on policies, actions, objectives and metrics in relation to material topics, and with reference to both proprietary operations and the value chain, for the entities included within the reporting scope, are shown in the various thematic sections of this document.
This Sustainability Report covers the Bank’s whole value chain, both upstream and downstream, as well as its proprietary operations. The relevant stakeholders in the upstream segment of the value chain include direct suppliers (tier 1), shareholders, bondholders,28 and commercial partners. It was not possible to obtain information beyond this scope due to the complexity of collecting data beyond tier 1. For the reference period the impacts, risks, and opportunities in the “upstream” segment of the value chain have been identified, concentrating on the responsible use of natural resources, impact on the environment, and promoting sustainable supply practices.29
The relevant stakeholders in the “downstream” segment of the value chain primarily include direct clients (private clients and companies, credit institutions and other financial counterparties), issuers of financial instruments included in the banking and trading books of Mediobanca and its subsidiaries and in the portfolios of assets under management, associate companies, companies subject to joint control, and commercial partners.30
27 In line with the GHG protocol, ESRS includes the notion of operational control, defined as the situation in which “the undertaking has the ability to direct the operational activities and relationships of the entity, site, operation or asset”. The GHG protocol also adds that the company has operational control over an operation if it or one of its subsidiaries has the full authority to introduce and implement its operating policies at the operation, which often also implies the authority to perform such operations. ESRS E1 AR 40 also clarifies, in relation to greenhouse gas emissions, that this happens “when the undertakings holds the license - or permit - to operate the assets from these associates, joint ventures, unconsolidated subsidiaries (investment entities) and contractual arrangements.”
28 These actors are considered in the “upstream” value chain due to their contribution of financial resources. Shareholders holding a stake greater than 3% have been included in the analysis of actors in the value chain.
29 Reference is made to the following section on “Double materiality analysis” and the relevant sections on specific sustainability issues further information.
30 Reference is made to the following section on “Double materiality analysis” and the relevant sections on specific sustainability issues further information.
84 Consolidated Financial Statements as at 31 December 2025
The disclosures on the value chain included in the Consolidated Sustainability Report include:
―Qualitative information on material impacts, risks and opportunities, described in sections “SBM-3 Material Impacts, Risks and Opportunities and how these interact with strategy and business model” and “IRO-1 Description of processes to identify and assess material impacts, risks and opportunities”;
―Policies, actions and objectives, where they exist;
―Quantitative metrics on Scope 3 indirect greenhouse gas emissions in relation to specific categories of the GHG Protocol considered to be significant (reference is made to the following section for a breakdown of the categories and the related calculation methodologies).
In view of the temporary provisions included in ESRS 1, Mediobanca has elected not to disclose the reporting obligations being phased in gradually. Under the same temporary provisions, Mediobanca has disclosed information on policies, actions and objectives in relation to its value chain, based on information already available internally or in the public domain.
Mediobanca has not failed to state any specific information regarding material topics, such as intellectual property, expertise or the results of innovation, nor has it used the exemption from disclosing information on upcoming developments or matters currently under negotiation.
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BP-2 Disclosures in relation to specific circumstances
Time horizons used
The Consolidated Sustainability Report includes forward-looking information. Mediobanca has chosen to use a time horizon consistent with its ESG strategy (in particular the 2025-28 strategic plan, approved in June 2025), risk assessments, and other regulatory disclosures. Time horizons have been defined as follows:
―Short-term: up to 12 months;
―Medium-term: from one to five years;
―Long-term: over five years.
Use of estimates
In its Sustainability Report, the Bank examines and reports quantitative metrics related to its upstream and downstream value chain to meet disclosure requirements E1-6 “Scope 3 Gross Greenhouse Gas (GHG) Emissions and Total GHG Emissions.” Mapped and reported categories are reviewed regularly (at least before each Sustainability Report), as are the qualitative metrics related to defined policies, actions, and targets, if any.
The disclosure of quantitative data could depend on information to be requested directly from the counterparties (e.g. clients, suppliers and commercial partners). The ability to obtain such information may depend on various factors:
―The complexity of the value chain, characterized by numerous different players and types of services;
―The absence of specific principles for the financial sector that include precise references to data and information on the value chain for banking and financial intermediaries;
―The limited use by counterparties of IT tools for collecting ESG data and information;
―The number of counterparties, which include large international companies and small and medium-sized enterprises, who might not have the necessary information available in a timely manner, or have the technical knowledge required to monitor their sustainability data.
86 Consolidated Financial Statements as at 31 December 2025
In accordance with ESRS 1, all reasonable efforts have been made to directly acquire quantitative data (both upstream and downstream) from significant counterparties, particularly data related to climate change. to collect quantitative data from its direct counterparties, especially data on climate change. With reference to GHG emissions data in particular, in cases where it has not been possible to collect the data directly, estimation techniques have been used based on the best available information, such as proxies, sector data and other indirect sources. These sources include external info-providers that provide data based inter alia on the counterparties’ economic indicators. To calculate GES emissions, a hierarchical classification is used in order to guarantee the accuracy and reliability of the data it has collected, giving priority to “reported” data over “estimated” data. In the absence of data supplied by the info-provider, a manual search is carried out if the counterparty is material for purposes of the reporting. In calculating the quantitative data, Mediobanca makes reference to to internationally recognized frameworks, guaranteeing consistency and comparability between the various reference periods and with competitors. Such frameworks include the criteria and methodologies of the Greenhouse Gas (GHG) Protocol for calculating indirect emissions across the value chain, including both upstream and downstream activities (apart from Category 15), and the Partnership for Carbon Accounting Financials (PCAF) to estimate the Scope 3 emissions for Category 15 - Financial Investments (September 2024).
The methodological guidelines for estimating Scope 3 emissions provided in the ABI sector Guidelines, as well as in the Supporting Document for sustainability reporting under the European Sustainability Reporting Standards (ESRS) on environmental matters – with a focus on disclosure requirements E1-5 and E1-6 (ABI Sector Guidelines 2025), are also taken into consideration.
Having regard to the above, and following analysis of the materiality in financial and emissions terms of the applicable Scope 3 categories, the most material categories have been included in the Sustainability Report in relation to the tier 1 counterparties as these emerged from the mapping activity of the actors represented in the value chain in the Sustainability Report. The scope of application and the methodologies applied are described below, for each category identified and reported on:
―Purchased goods and services (Category 1): this category primarily reports emissions associated with expenses for tax, legal and professional advisory services, marketing and communication, data processing, info-provider services, staff expenses (only those relating to consultancy services for recruiting and internal company conventions), and other operating costs. The emissions are calculated using the GHG Protocol’s spend-based method, which applies specific emission factors to the
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amount of the expense incurred, depending on the type of the expense, taken from the Environmental Extended Input Output (EEIO) analysis method
―Capital goods (Category 2): emissions are quantified using the spend-based method. The purchased goods have been classified by type into the relevant NACE sectors, to which EEIO coefficients are applied based on the asset value obtained from the fixed-asset register;
―Fuel- and energy‑related activities not included in Scope 1 or 2 (Category 3): the estimate is based on the occupied surface area or ownership shares. Energy consumption has been calculated using the total gas price per cubic metre published by the Italian Regulatory Authority for Energy, Networks and the Environment (ARERA). For electricity consumption, the location‑based methodology has been applied, as referenced in section E1‑6;
―Business travel (Category 6): this category reports the emissions resulting from the transportation of employees for work-related activities using vehicles not owned or operated by third parties, such as aircraft, trains, buses and cars. The emissions are calculated using the distance-based method, by estimating the distance travelled based on the method of transport used, and applying the appropriate emission factors. For the emissions factors for indirect emissions produced by company cars, the following sources have been used: “Guidelines on the application of the GRI environmental indicators in banks”, distributed by the Italian Banking Association ABI; and the Italian Greenhouse Gas Inventory 1990 –2019 – National Inventory Report 2021 produced by the Istituto Superiore per la Protezione e la Ricerca Ambientale (ISPRA)., were used for indirect emissions of company cars. For the indirect emissions deriving from air and train travel, the emissions for the individual route made available by the travel agencies used by Mediobanca and its subsidiaries have been used; where these are not available, the emissions factors of the ABI guidelines compiled respectively by the International Civil Aviation Organization (ICAO) and the Union Internationale des Chemins de Fer (UIC) via Ecopassenger have been used.
Downstream leased assets (Category 13): the input data are as follows:
― energy consumption by energy carrier, where available; alternatively, this figure is estimated on the basis of: energy intensity and surface area (estimate of an average surface indicator) (e.g. average surface area of guesthouses);― average emission factor, where available; alternatively, this figure is estimated by assuming an allocation of total consumption across each energy carrier.
88 Consolidated Financial Statements as at 31 December 2025
Where data on energy consumption by carrier and/or the average emission factor are neither available nor can be estimated, the following are used:
―the building’s energy performance certificate;― climate zone, based on the municipality in which the property is located;― emission intensity in kgCO ₂/m², depending on the climate zone, the energy class (where available) and the type of building;― surface area in m², if available; alternatively, an average portfolio surface indicator is estimated.
―Financial investments (Category 15): this category reports the emissions associated with the banking book, not with the trading book or with securities available for sale (equities, bonds, customer loans, including exposures in mortgages to private individuals and vehicle finance loans, and investments in associates and companies subject to joint control). In addition to the criteria used to identify GHG data reported above, for counterparties that do not disclose emissions and whose emissions are not estimated by the info-providers, the data are estimated using the PCAF methodology, which uses different formulae and data depending on the reference asset class and the type of data available. In general terms the emissions financed are calculated by multiplying an attribution factor by an emissions factor, which considers the GHG emissions generated by the loan or the investment attributable to the counterparty being financed or to the issuer of the financial instrument involved.
For more detailed information on the calculation methodologies applied, the estimates made and the scope of reporting for the Scope 3 emissions, reference is made to the themed section E1 – Climate change.
The quantitative metrics calculated using estimates are by nature subject to a greater risk of uncertainty than the data based on primary sources. In such cases, the use of reasonable assumptions and estimates, that include scenario analysis, proxies and sector data, are an essential part of preparing the disclosures.
The accuracy of metrics calculated using sector-specific proxies is guaranteed by nationally and internationally recognized authoritative sources (such as the Environmental Extended Input Output (EEIO), the Bank of Italy, the European Environmental Agency, the Istituto Superiore per la Protezione e la Ricerca Ambientale (ISPRA) or the Global GHG Accounting and Reporting Standard, drafted by the Partnership for Carbon Accounting Financials (PCAF).
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The quantification of the physical risk and transition risk entailed by the banking book exposures (secured and unsecured) is based on internal estimation methodologies. Advanced geospace mapping tools are used to analyse the physical risk associated with climate and environmental changes, allowing the company to locate and assess risks at the individual asset level. Geolocation is the central element of the assessment:
―In the case of secured loans, the analysis refers to the geographic location of the property pledged as collateral;
―For corporate counterparties, the assessment is based on the location of the financed company’s production assets.
Furthermore, with regard to the quantification of energy consumption (gas and electricity), where data were not available, they were inferred from the same period of the previous year (e.g., if the electricity consumption for December 2025 was not available, the figure from December 2024 was used).
Forward-looking information is processed based on assumptions regarding future actions and events, and is therefore subject to estimation. Because of the uncertainty related to the materialization of future events, the gaps between the actual values and the forward-looking information may be material.
Presentation of comparative information
Mediobanca is committed to improving the accuracy of its reported data on an ongoing basis, with the objective of gradually reducing the use of estimates in favour of actual data, in line with good market practice. In particular it is committed to encouraging clients and suppliers, and external info-providers where this is not possible, to provide more accurate and direct information, refining the estimation processes over time. From this perspective, the methodologies adopted are revised and updated over time, in line with the most recent standards and market developments. The Sustainability Report is subject to limited assurance (a “Limited assurance engagement”, according to the criteria set out in the Sustainability Reporting Assurance Standard – SSAE [Italy]) by independent external auditors.
With regard to the following disclosure requirements, it should be noted that during the financial year the data collection methodology was refined to ensure full compliance with the ESRS requirements. Consequently, the comparative figures have been restated to make them comparable with the figures for the current financial year:
―S1-13 (Training and skills development metrics): the calculation relating to the coverage of employees who received at least one appraisal was previously reported
90 Consolidated Financial Statements as at 31 December 2025
as the percentage of men and women (out of the total number of employees appraised). In this Report, the calculation uses, as the denominator, the total number of employees by gender, as required by the standard;
―S1-15 (Work–life balance metrics): in the previous reporting cycle, the calculation included only employees falling within the categories defined by the Consolidated Law on Maternity and Paternity (Legislative Decree 151/2001). In this Report, leave arrangements deriving from national legislation or collective bargaining agreements to support family members have also been included in the calculation, in line with Application Requirement 96 (S1-15) of the CSRD.
The comparative information presented in this statement is consistent with the data already published, except for those indicators that required a change in calculation or methodology, in particular:
―In Table 10, relating to the consolidated EU Taxonomy KPIs, the first column now reports revenues, whereas the previous Report presented Financial Conglomerates on the basis of Total Assets;
―E1-5 and E1-6: to ensure consistency with the Parent Company BMPS and in line with the approach commonly adopted by the relevant market, Mediobanca has, as of this report, changed the way in which energy consumption and greenhouse gas emissions associated with leased properties are reported. To facilitate the comparability of information, Mediobanca has reported emissions relating to these properties under Scope 3 category 13 “Leased assets”, rather than under Scope 1 and 2 as in the previous financial year. As the new methodology was defined at an advanced stage of the data preparation process, following the entry into the BMPS Group, and the calculations required to recalculate the figure for the previous period are complex and burdensome from a technical and operational perspective, it was not possible to restate the adjusted comparative figure within a timeframe compatible with disclosure requirements; with regard to E1-5, the metric relates to energy consumption in own operations and therefore, to ensure consistency with the classification of the relevant emissions, consumption relating to leased properties has not been taken into account;
―E1-5 concerning “Energy consumption and mix of companies operating in climate-high-impact sectors” and “Energy intensity and reconciliation of net revenue from activities in climate-high-impact sectors”: two new comparative tables (Tables 12 and 13) have been included with data as at 30 June 2025, previously not reported because deemed not material;
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―S1-16 (Remuneration metrics – pay gap and total remuneration): for the calculation of variable remuneration, it was necessary to amend the criterion applied until 30 June 2025, adopting the cash basis instead of the accrual basis. It was not possible to recalculate the comparative data for the pay gap due to the technical impossibility of retrieving the necessary historical data and of applying the new methodology retrospectively to the previous financial year.
Disclosures required by other generally accepted regulations or provisions on Sustainability Reporting
This Sustainability Report does not include additional information deriving from the applicable legislations, except for the information required under Article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council (reference is made to the disclosure required by Article 8 of Regulation (EU) 2020/852 -the EU Taxonomy Regulation).
Inclusion by reference
The only requirements incorporated by reference into the Sustainability Report are certain references to information included in other parts of the Consolidated Financial Report, in particular:
―to the consolidation scope reported in Section 3 – Consolidation Area and Methods of the Consolidated Notes, used in section BP-1 of the Sustainability Report;
―to the information on risks included in Part E of the Consolidated Notes, used in section SBM-3 of the Sustainability Report;
―to the information on any administrative sanctions reported in the Consolidated Notes, Section 10 “Provisions for risks and charges – Item 100” and in Part B – Information on the Consolidated Balance Sheet, used in section G1-3 of the Sustainability Report.
Use of transitional provisions in accordance with Appendix C of ESRS 1
As Mediobanca had an average number of employees of over 750 as of the date on which its financial year ended, it has not been able to use the transitional provisions permitted by ESRS 1 Appendix C regarding the omission of the disclosures required by ESRS E4 – Biodiversity and ecosystems, ESRS S1 – Own workforce, ESRS S2 – Workers in the value chain, ESRS S3 – Affected communities, or ESRS S4 – Consumers and end-users. These disclosures, where impacts, risks and opportunities have been identified, are reported in the specific chapters.
92 Consolidated Financial Statements as at 31 December 2025
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Update of the disclosure on events after the reporting period
On 17 February 2026, the Board of Directors of Mediobanca took note of the resolutions adopted by the Board of Directors of Banca MPS and approved the start of the integration process with that bank through a merger by incorporation, which will result in the delisting of Mediobanca. This transaction will be carried out in full compliance with the regulations governing related-party transactions and all applicable legal requirements.
Subsequently, on 26 February 2026, the Parent Company BMPS approved the new Group Strategic Plan, which sets out the reference framework and the sustainability and performance targets for the new consolidated perimeter.
In light of these developments, significant implications arise for the 2025 Sustainability Report. The events occurring after the end of the reporting period result in the absence, for Mediobanca, of formally defined objectives for the period following the financial year covered by the Report. The targets and preliminary indications presented in the disclosure for the year ended 30 June 2025 are no longer applicable, as they have been superseded by the new Group structure established during 2025 and by the resolutions adopted by the BMPS Group in February.
With BMPS becoming the new Parent Company, the definition of objectives for Mediobanca and its subsidiaries now falls within the scope of the MPS Group Strategic Plan.
94 Consolidated Financial Statements as at 31 December 2025
Governance
GOV-1 – The role of the administrative, management and supervisory bodies
Governance model
Mediobanca is a company listed on the Milan stock market operated by Borsa Italiana. It qualifies as one of the largest and most complex banks, and also qualifies as a “large company” according to the definition provided in the Corporate Governance Code for listed companies.
In September 2025, following the public acquisition and exchange offer launched by Monte dei Paschi di Siena, Mediobanca became part of the Monte dei Paschi di Siena Banking Group. In its capacity as Parent Company Banca Monte dei Paschi di Siena performs direction and coordination activities with regard to Mediobanca and its subsidiaries and acts as the single point of contact with the Bank of Italy, the European Central Bank, and the Single Resolution Board in relation to the Group’s supervisory activities.
Mediobanca adopts a traditional model of corporate governance based on the presence of Board of Directors and a Statutory Audit Committee, appointed by shareholders in Annual General Meeting. This system combines maximum efficiency in terms of operations with effective control, fostering the necessary debate between the Board’s executive and strategic supervisory functions. The supervisory body participates in the discussions at Board meetings, is invited to take part in all Board Committee meetings, and holds joint meetings with the Risks and Sustainability Committee.
Composition of the administrative, management, and supervisory bodies
The traditional corporate governance model adopted by Mediobanca entails a clear distinction between the roles and responsibilities of the governing bodies, as required by the Articles of Association.
The Board of Directors is responsible for strategic supervision, adopting resolutions on the strategic direction followed by the Bank, monitoring its application in practice, and approving the acquisition and disposal of significant equity investments.
Management of the company is delegated to the Chief Executive Officer, who is responsible for implementing the strategic direction.
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The Board of Directors of Mediobanca, appointed by the Shareholders’ Meeting held on 28 October 2025 and drawn from the list submitted by the Parent Company Banca Monte dei Paschi di Siena, consists of 12 Directors, 75% of whom are independent and one executive).
Table 1: Composition of the Board of Directors

| 30 June 2025 | 31 December 2025
Number of Directors | 15 | 12
Executive Directors | 2 | 1
Percentage of independent Directors | 80% | 75%

The supervisory function is performed by the Statutory Audit Committee, appointed by shareholders in Annual General Meeting, which also engage an external audit firm to audit the company’s accounts, based on a justified proposal made again by the Statutory Audit Committee, in accordance with the regulatory provisions in force.
In line with the recommendations of the Corporate Governance Code and the Bank of Italy’s Supervisory Instructions on Corporate Governance, and pursuant to Article 20 of the company’s Articles of Association, the Board of Directors has set up a total of five Board Committees: Risks and Sustainability, Related Parties, Remuneration, Appointments, plus the Committee instituted pursuant to Article 18(4) of the Articles of Association.
These committees perform the following duties:
―Risks and Sustainability Committee: this committee supports the Board on risk issues, including ESG risk assessment and monitoring, the internal controls system, and financial reporting and accounting system, and performs prior analysis of sustainability issues to be submitted to the Board’s attention; it consists of five independent members;
―Related-Party Committee: this committee expresses binding opinions on the adoption and changes, if any, to the Procedure in respect of transactions with related
96 Consolidated Financial Statements as at 31 December 2025
parties, and provides a reasoned opinion on the Bank’s interest in carrying out transactions with related parties; it comprises three independent members;
―Remuneration Committee: this committee has duties of consultation and prior analysis in respect of the remuneration policies, setting the compensation for senior management positions, staff remuneration, and incentive and loyalty plans; it consists of three independent members;
―Appointments Committee: the Appointments Committee supports the Board in the process of appointing Directors (in cases where new members are co-opted), in the Board’s self-assessment process, and in the preparation of succession plans for senior management positions; it consists of three independent members;
―Committee instituted pursuant to Article 18, paragraph 4, of the Articles of Association: this committee consists of five members (80% of whom independent), and approves resolutions to be adopted regarding the appointment of corporate bodies at the general meetings of listed investee companies in which the investment simultaneously represents at least 10% of the investee company’s capital and more than 5% of the consolidated regulatory capital.
The composition of the current Board of Directors reflects a suitable combination of competences and professional skills.
Their competencies include:
―Mediobanca’s business: knowledge, including strategic, of the banking businesses in which Mediobanca and its subsidiaries operate (Corporate and Investment Banking, Wealth Management, and Consumer Finance);
―Risk governance (including environmental risks);
―Internal control system: compliance, anti-money laundering, and internal audit;
―Banking governance;
―Planning, including strategic allocation of regulatory and economic capital and risk measurement;
―Management capabilities and entrepreneurial experience;
―Bank accounting and reporting;
―Legal and regulatory expertise;
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―Macroeconomics/international economics;
―Sustainability issues;
―Information technology and security;
―Human resources, remuneration systems and policies.
Of the Board members, 58% have competences and experience in sustainability matters.
98 Consolidated Financial Statements as at 31 December 2025
Specific competences with high/very high levels in relation to the various areas
Below is the coverage, for each type of competence, of the members of the administrative body, including with respect to the minimum target indicated in the 2023 Report on the qualitative and quantitative composition of the Board.

| MEDIO BANCA’S BUSIN ESS | RISK GOVER NANCE | INTERNA L CONTROL S SYSTEM | BANKING GOVERNA NCE | PLANNIN G | MANAGE MENT CAPABILI TIES | BANK ACCOUNT ING | LEGAL CAPABILI TIES | MACROECO NOMICS | SUSTAI NABILI TY | INFORMATI ON TECHNOLOG Y AND SECURITY | HUMAN RESOU RCES AND REMUN ERATIO N
VITTORIO UMBERTO GRILLI | X | X | X | X | X |  |  |  | X |  |  |
ALESSAND RO MELZI D’ERIL | X | X | X | X | X | X | X | X | X |  |  |
SANDRO PANIZZA | X | X | X | X | X | X | X | X | X | X |  | X
SILVIA FISSI |  |  |  |  |  | X |  |  |  |  | X |
PAOLO GALLO |  | X |  |  |  | X |  |  |  | X | X | X
INES GANDINI |  | X | X |  |  |  |  |  |  | X |  | X
MASSIMO LAPUCCI | X | X | X | X | X | X |  | X |  | X |  | X
GIUSEPPE MATTEO MASONI |  |  |  |  |  |  |  | X |  |  |  |
FEDERICA MINOZZI |  | X | X |  |  | X |  | X | X | X |  | X
TIZIANA TOGNA | X | X | X | X |  | X | X | X |  | X |  | X
DONATELL A VERNISI | X | X | X | X | X | X | X | X |  | X |  |
ANDREA ZAPPIA |  |  |  |  |  | X |  |  | X |  | X | X

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Specific Skills
The Board promotes induction and training programmes for members of the corporate bodies, ensuring the necessary resources are made available. Induction meetings aim to provide the knowledge to enable Directors to participate in the Board’s discussions and resolutions on an informed basis.
Induction programmes are held for newly appointed members to ensure their knowledge is aligned. The meetings, attended by the relevant heads of the various internal units, are open to all Directors and Statutory Auditors.
Training programmes aim to update members on general banking topics. Training sessions are also open to the Directors and Statutory Auditors of those subsidiaries that are banks.
From 1 July to 31 December 2025, one induction meeting was held on the Issuer Press Release issued pursuant to Article 103 of the Italian Consolidated Law on Finance (TUF) in relation to the public purchase and exchange offer launched by MPS, and four induction sessions for the new Directors on the following issues: Governance: Regulations, Articles of Association, Other Rules; Financial Reporting and Accounting; Remuneration and Incentivization Policy; and Risk Management Unit: activities, organization, and reporting flows.
100 Consolidated Financial Statements as at 31 December 2025
Diversity of members of the administrative, management, and supervisory bodies
The Board of Directors was largely in line with the guidance contained in the Report on the qualitative and quantitative composition of the Board of Directors published on 18 September 2025. The Board and the Board Committees all meet the principles of suitability of composition and collective diversity for the management body, as required by the Bank of Italy’s Supervisory Instructions. As at the date of approval of this document, the Board of Directors was adequately diverse in terms of gender (42% women, above the minimum standard of 40% required by law.
31 On 5 November 2025, the Risk and Sustainability Committee was appointed, having previously been structured as two separate Committees. Consequently, the current composition is not comparable with that of previous financial years.
Table 2: Diversity and independence within the Board of Directors and its main Committees

| 30 June 2025 | 31 December 2025 | 30 June 2025 | 31 December 2025 | 30 June 2025 | 31 December 2025 | 30 June 2025 | 31 December 2025 | 30 June 2025 | 31 December 2025 | 30 June 2025 | 31 December 2025
| Consiglio di Amministrazione | Comitato Rischi e Sostenibilità 31 | Comitati Parti Correlate | Comitato Nomine | Comitato Remunerazioni | Comitato ex. Art.18, co.4 dello Statuto
Percentage of women | 47% | 42% | n.a. | 40% | 40% | 67% | 80% | 33% | 40% | 33% | 20% | 40%
Ratio between female and male members | 0.88 | 0.71 | n.a. | 0.67 | 0.66 | 2 | 4 | 0.5 | 0.66 | 0.5 | 0.25 | 0.7
Age between 50 and 65 | 80% | 83% | n.a. | 80% | 60% | 67% | 80% | 100% | 80% | 100% | 100% | 80%
Age over 65 | 20% | 17% | n.a. | 20% | 40% | 33% | 20% | — | 20% | — | — | 20%
Percentage of independent directors | 80% | 75% | n.a. | 100% | 100% | 100% | 80% | 100% | 100% | 100% | 60% | 80%
Profiles with international experience | n.d. | 42% | n.a. | 0% | n.d. | 0% | n.d. | 67% | n.d. | 100% | n.d. | 40%

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Further details on the Board Committees:
•Risks and Sustainability Committee:
―All members meet the independence requirements pursuant to Italian Legislative Decree No. 58/1998, the Italian Civil Code, and Decree No. 169/2020 of the Italian Ministry of Economy and Finance, supplemented by Article 19 of the Articles of Association.
―Most members have competences in risk governance, including environmental risks, and in internal control systems (with a percentage of 80%), as verified through the assessment of the directors’ suitability requirements as provided for under the applicable regulations.
•Related Parties, Appointments and Remuneration Committees:
―100% of the members meet the independence requirements pursuant to Italian Legislative Decree No. 58/1998, the Italian Civil Code, and Decree No. 169/2020 of the Italian Ministry of Economy and Finance, as supplemented by Article 19 of the Articles of Association;
―All members have adequate knowledge, skills, and experience to perform their duties.
The Statutory Audit Committee comprises three standing auditors and three alternate auditors, appointed by shareholders at the Annual General Meeting held on 28 October 2023 and in office until approval of the Financial Statements as at 31 December 2025. The mechanism for appointments provides that the Chairman of the Statutory Audit Committee shall be chosen from the minority list. The Committee’s composition, unchanged compared with the previous financial year, complies with the legal requirements in terms of gender representation. 33% women, with a female/male ratio of 0.5. As for age, 33% of members are aged between 50 and 65, while 67% are over 65.
There is no representation of employees 32 or other workers 33 within the administrative, management, and supervisory bodies.
32 “Employee” means a natural person who, in accordance with national law or practice, has an employment relationship with the company.
33 “Worker representatives” means: trade union representatives, designated or elected by the unions in accordance with national laws and practices, and freely elected representatives of workers, independent of the employer’s control and in compliance with national laws or collective bargaining agreements. Such representatives do not engage in union-only activities nor is their position compromised as a result of such activities.
102 Consolidated Financial Statements as at 31 December 2025
Roles and responsibilities of the administrative, management, and supervisory bodies and senior management on sustainability issues
The Organizational Model adopted by the Bank defines the duties and responsibilities of the administrative, management, and supervisory bodies of the business units involved in incorporating and applying ESG factors in business processes. This Policy reflects the risk management requirements within a model requiring “three lines of defence” (business units, Risk Management and Compliance Units, and Internal Audit Unit), as required by the Policy on the Internal Control System.
The Sustainability Policy defines the guidelines for the business units involved in sustainability issues in line with the principles laid down in the Code of Ethics. The various business units progressively incorporate sustainability concerns into their business processes and participate in management committees to contribute to the process of identifying and assessing impacts, risks, and opportunities, updating the administrative body on targets and results achieved.
The duties and responsibilities of the governance model in relation to sustainability issues are defined in the ESG Directive. The following is a summary of the responsibilities and duties of the main bodies and units with regard to sustainability issues.
The Board of Directors, in its capacity as strategic management and oversight body, determines the company’s strategic direction and targets, including sustainability targets, and oversees their implementation by defining Mediobanca’s overall governance and organizational structure.
Specifically, the Board of Directors:
―Approves the company’s ESG strategy and monitors its implementation;
―Defines and approves strategic risk-taking guidelines, risk governance policies, and overall risk objectives, including climate and environmental risks;
―Approves the Remuneration and Incentivization Policy, including performance indicators related to sustainability, to be submitted for approval to the Annual General Meeting.
During scheduled meetings, the Board of Directors discusses and approves documents related to sustainability issues, the ICAAP, RAS, and RAF, exercising oversight over climate-related risks and opportunities in banking and investment
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operations, as well as any impacts generated directly (i.e., through its own operations) and indirectly (through banking, investment, and advisory activities).
The Risks and Sustainability Committee has specific responsibilities for sustainability issues:
―The Committee assesses the Bank’s positioning in terms of its strategy for sustainable growth over time to ensure it is correct, and performs prior analysis on sustainability issues to be submitted to the Board of Directors;
―it is kept informed of ESG that have an impact on the risk profile of Mediobanca and its subsidiaries, and reviews the relevant contents of the Sustainability Report in connection with the internal control and risk management system.
The Board of Directors has tasked the General Manager with supervising sustainability activities and the actions to be implemented and monitored, with the support of the management ESG Committee, to ensure that the Bank is correctly positioned on these issues in its various reference areas. The Chief Executive Officer also holds the position of General Manager.
The Statutory Audit Committee performs the following functions:
―It monitors compliance with regulations, proper management, adequacy of organizational and accounting units, and methods of implementing corporate governance rules;
―It monitors the financial reporting and sustainability reporting processes;
―It reports to the BoD on the assurance activities performed by the audit firm (as required by Italian Legislative Decree 39/2010);
―It supervises the completeness and reliability of the internal control system, the RAF, and the ICAAP process.
Furthermore, as provided for in Article 20 of the Articles of Association, the Board of Directors has established specific management committees, defining their composition and powers, to be exercised in accordance with the policies approved by the Board of Directors:
104 Consolidated Financial Statements as at 31 December 2025
-The Risk Management Committee, which is responsible for the assumption, modelling and management of risks related to ESG issues (not including greenwashing risk);
-The Conduct Committee, which is responsible for, governs, and adopts resolutions on conduct risks (compliance and greenwashing, money laundering, and terrorist financing) for Mediobanca and its subsidiaries.
-The Credit and Market Committee, which reviews the ESG risk profile of CIB counterparties in the area of loan resolution proposals, based on analysis performed by the Risk Management area.
-The Non-Financial Risks Committee, which monitors and mitigates non-financial risks for Mediobanca and its subsidiaries, including IT, fraud, third-party, legal, tax, and other non-financial risks, not including conduct risk.
The General Manager establishes specific Management Committees, tasked with supporting him in the performance of his responsibilities in the relevant management areas, in line with the Bank’s strategies. These include the Management ESG Committee, which oversees social responsibility issues and ensures Mediobanca is positioned correctly on these issues. This Committee is responsible for:
―Defining the Sustainability Policies, and expressing its prior opinion on plans to reduce the portfolio’s carbon footprint and on sector objectives;
―Supervising activities aimed at preparing the Sustainability Report, including updating the Double Materiality analysis;
―Choosing the solidarity initiatives and the budget for them, and monitoring their progress;
―Assessing products which, because of their characteristics, enhance the offering in terms of ESG products, and expressing a prior opinion on PAI (“Principal Adverse Impact”) reduction targets for individual portfolio management services.
Mediobanca has integrated ESG considerations into its banking processes, engaging all departments and business units and promoting ongoing commitment to sustainability issues. This approach aims to support customers in their sustainable transition process, strengthen investor, market, and stakeholder confidence, enhance corporate reputation by combating activities that are incompatible with its principles, and manage ESG risks effectively.
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As part of the governance processes established to monitor, manage, and control impacts, risks, and opportunities, the operational structures, or business units, also have specific duties and responsibilities related to sustainability issues. A description of the main organizational units involved in the integration and application of ESG factors in business operations is provided below, along with an indication of their respective roles and responsibilities.
―The Mediobanca Chief Financial Officer contributes to defining the strategy, oversees the data consolidation process and monitors the quantitative ESG targets and KPIs included in the strategic plan and in the budget. The same prepares the public disclosures required by the Authorities on ESG issues (Pillar III). The Mediobanca Chief Financial Officer also acts as Head of Company Financial Reporting, who is responsible for the duties set out in Article 154-bis of the Italian Consolidated Law on Finance (TUF) and is accountable for the risk management and internal control system established in relation to the financial reporting process.
―Group Sustainability oversees sustainability-related activities and the management of social responsibility issues, including the definition of ESG strategies, ensuring the Bank is positioned correctly in the various reference areas. In particular the unit:
―Outlines the policies on sustainability;
―Prepares and co-ordinates the collection of information for the Sustainability Reporting (under the supervision of the Head of Company Financial Reporting), prepares the report required for the Principles for Responsible Banking, and for other disclosures required by applicable legislation;
―Identifies solidarity projects to be proposed, oversees their implementation, coordinates communication, and manages the dedicated budget;
―Supports the business areas in implementing the ESG strategy at the operational level in developing ESG financial products and services, assisting them in particular in assessing the transition plans of portfolio counterparties;
―Supports the CFO, Risk Management, and front office teams in conducting impact simulations during planning/budgeting to understand the impact of the ESG strategy on the business, and Group HR in defining and monitoring ESG corporate performance metrics.
―Group Risk Management is responsible for integrating ESG principles into corporate risk management processes (particularly in the definition of the Risk Appetite Framework, in the internal capital adequacy assessment process (ICAAP), and in
106 Consolidated Financial Statements as at 31 December 2025
management stress tests), monitors ESG risks and draws up the related reports. Specifically the area:
―Defines and implements the method for assessing the materiality of the exposures to climate-related and environmental risks (climate and environmental materiality assessment), and participates in the financial materiality analysis to identify significant sustainability risks;
―Contributes to defining the ESG strategy and ESG risk appetite. It defines the ESG metrics in the Risk Appetite Framework, and prepares the ICAAP report. It also drafts management reporting for the integrated risk monitoring for Mediobanca and its subsidiaries;
―Evaluates the exposure of the loan book and proprietary investment portfolio to ESG risks, including on a forward-looking basis, for strategic planning processes;
―Conducts qualitative assessments of physical risk in terms of business continuity of Mediobanca’s facilities and main outsourcers.
―Regarding remuneration, the Group Human Capital, Organization and Change unit actively co-operates with Group Sustainability and the CFO to define targets consistent with the ESG strategy and monitor them regularly. It also organizes and delivers training sessions on ESG topics to promote corporate culture.
―The Group Data Office defines ESG data governance controls in line with the Data Governance framework.
―Group IT Governance & Digital Innovation is responsible for designing, implementing, and maintaining the ESG reporting framework and supporting tools.
―Other units perform additional controls according to the methods and tools defined in internal regulations. In particular, the Group Compliance & AML 34 unit monitors regulations relevant to ESG compliance profiles, in line with its tasks. Finally, the Group Audit unit performs a third-level audit of ESG activities, verifying their compliance with the regulator’s requirements and their alignment with the initiatives adopted by Mediobanca and its subsidiaries and with changes in the market environment.
34 Anti Money Laundering
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A working group called “ESG Programme” was set up in 2021 at the level of Mediobanca and its subsidiaries, a process aimed at adapting to changes in the ESG regulatory environment.
The activities carried out during the July-December 2025 period were focused on consolidating and updating the ESG reporting and management safeguards and on continuing the remediation initiatives implemented in response to the finding of the ECB Operational Act. In this connection, Mediobanca has continued to strengthen its ESG risk management framework and to integrate it more closely into the business strategy, with reference to developments in the Business Environment Scan (BES) in particular.
The main project activities were as follows:
―Strengthening the ESG data quality control framework, to support the analysis performed by the various units in the areas of risk management, sustainability and disclosure;
―Enhancement of the ESG database, including targeted developments to the calculation engines – for CO ₂ emissions in particular – to support quantitative analysis and regulatory and management reporting requirements.
At the same time, starting from October 2025, the “Combination” project between Mediobanca and BMPS was also launched for the ESG area, leading to the establishment of a dedicated Sustainability workstream, structured around the reporting and planning pillars. The activities carried out within this workstream enabled a structured diagnostic analysis of the processes, methodologies and sustainability assessment areas of the two entities.
The ESG working group meetings, during which Mediobanca and the main subsidiaries kept each other updated on regulatory developments and market trends, continued in order to seize business opportunities generated by the dissemination of sustainability issues and to align the Bank with best practices.
Duties of the administrative, management and supervisory bodies in corporate conduct
Mediobanca’s Board of Directors approves, verifies, and ensures the dissemination and implementation of corporate values contained in the Code of Ethics and Code of Conduct (the “Codes”). All corporate bodies and employees are required to respect and comply with the Codes, which lay down the fundamental principles underlying the reputation of Mediobanca and its subsidiaries, and the values that guide daily operations, describing the required standards of conduct. Governance translates
108 Consolidated Financial Statements as at 31 December 2025
impacts, risks and opportunities (IRO) into strategic choices, integrating operational actions and measurable targets into the Strategic Plan, which can be directly traced back to the findings of the Double Materiality analysis.
In the context of growing attention to corporate governance, in addition to the creation of an organizational and corporate policy to manage business risk effectively, the Board of Directors has formalized and disseminated the ethical principles adopted by Mediobanca and its subsidiaries. Fair and transparent conduct enhances and protects the Mediobanca’s reputation, credibility, and acceptance among maket operators, authorities, and institutions over time — which are key aspects for the Bank’s business development.
Business conduct is defined in the Code of Ethics, in the Code of Conduct, and in the Organization, Management and Control Model (pursuant to Article 6 of Legislative Decree No. 231/01). These three documents have been approved by the Board of Directors, the body responsible for strategic oversight.
These Codes contain references and guiding principles, complementary to legal and self-regulatory obligations, which guide conduct consistent with mission and core values. All conduct, even if not expressly addressed in the Codes, should be guided by legality, transparency, common sense, and personal ethics, consistent with the company’s values, guiding principles, and procedures, in the awareness that, otherwise, Mediobanca and its subsidiaries could be exposed to regulatory and reputational risks.
The Code of Ethics applies to Mediobanca and its main subsidiaries. The following smaller companies are currently not included within the scope of the Codes: MB Funding Luxembourg, Compass RE, Mediobanca International Immobilière, Bybrook Capital Burton Partnership GP Limited, CMB Real Estate Development, Arma Partners Corporate Finance, Arma Deutschland, and HeidiPay AG. The Code of Conduct does not currently apply to Mediobanca International Immobilière, MB Funding LUX, Polus US, and Heylight.35
The Organization, Management and Control Model adopted by Mediobanca and its subsidiaries constitutes the set of operating rules and ethical standards adopted by the relevant company to prevent the commission of crimes governed by the Decree. The Policy is inspired by the ethical principles of the Code of Ethics and Guidelines of trade associations. Supervision of the operation of and compliance with the Policy is entrusted to the Supervisory Body, which has independent powers of initiative and control and meets adequate requirements of professionalism and integrity.
35 These companies are insignificant in terms of employee numbers or are the most recently acquired companies.
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The Supervisory Body maintains and ensures adequate reporting flows to the Board of Directors. These include:
―Submitting an annual report on activities performed;
―Promoting the update of the Policy.
The Statutory Audit Committee performs a legality control function to ensure the proper management of the Bank, also verifying the adequacy of the organizational structure and internal control system.
With regard to the Board of Directors and the Statutory Auditors Committee, all new members receive a copy of the Organization, Management and Control Policy, Code of Ethics and Code of Conduct.36 Any updates to these documents and other relevant policies are also approved by the Board of Directors.
36 This communication is also made to other subsidiaries based in Italy.
110 Consolidated Financial Statements as at 31 December 2025
GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies
The reporting period from 1 July to 31 December 2025 was carried out in substantial continuity with the previous financial year, including with reference to the preparation of the Double Materiality analysis. The same regulatory framework was also adopted, including the internal regulations and approval process and reporting flows to the Board of Directors and Committees, which were updated recently in conjunction with the Sustainability Reporting for the twelve months ended 30 June 2025. As for the present Sustainability Reporting, on 11 December 2025 the Risks and Sustainability Board Committee expressed a favourable opinion on the Double Materiality analysis. The Impacts, Risks and Opportunities (IRO) assessed as material were subsequently reviewed and approved by the Board of Directors on 19 December 2025.
The Statutory Audit Committee has been informed, at every meeting dealing with reporting matters, about the progress of activities and co-ordination with the external auditor on an ongoing basis, throughout the entire process.
Based on the above reporting flows, the administrative, management, and supervisory body has reviewed the complete list of material impacts, risks, and opportunities, and of the criteria and methodologies underlying the analysis. As these are key issues for senior management in implementing and assessing the company’s sustainability strategy, they guide its policies, actions, and targets on the various ESG topics. In particular, the main topics addressed in relation to the material IROs concerned:
―Creation of social value by directing clients’ investment capital towards dedicated ESG products (Positive impact – S4);
―Enhancement of reputation resulting from a positive ESG scoring profile assigned by the main sustainability rating agencies (Opportunity – G1);
―Credit risk (physical and transition) linked to climate change and arising from the deterioration of counterparties’ credit quality (Risk – E1).
The Risks and Sustainability Committee, in supporting the Board of Directors in defining and evaluating the sustainability guidelines, performs analysis and monitoring and provides support in managing risks, including ESG risks, in particular those related to climate and environmental factors. The Committee also ensures coverage of the
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initiatives and actions with ESG impacts, and provides assessment, management, and mitigation of risks relevant to sustainability.
GOV-3 - Integration of sustainability-related performance in incentive schemes
As part of the performance evaluation process related to its remuneration and incentive policy, Mediobanca devotes special attention to achieving ESG targets, including climate-related targets. These targets are structured according to individual areas of responsibility and take into account the incentive systems applied to the individuals and/or divisions involved.
Mediobanca has updated its remuneration and incentive policies and practices to encourage behaviour consistent with its climate-related and environmental approach, as well as with its optional commitments, guiding the beneficiaries’ behaviour toward long-term value creation.
The scorecard containing annual objectives for the Mediobanca CEO and General Manager includes both financial and non-financial ESG targets:
―Financial targets represent up to 10% of the quantitative component and refer to annual ESG targets contained in the strategic plan for the main businesses, with financial KPIs, for example, relating to growth in the volume of “green” products (CIB, Consumer, and WM) or percentage of funds under Articles 8 and 9 SFDR included in client portfolios;
―Non-financial ESG targets, pre-established and expressed in the form of evaluation drivers, have an overall weighting equivalent to 15% of the total indicators.
The short-term incentive mechanism for the other senior executives, both individually and within the divisional scorecards used to determine the divisional pools, includes—consistently with the scope—the presence of quantitative and measurable ESG indicators, with a variable weighting of up to 10%.
When approving a multi-year Plan, the Board of Directors of the Parent Company BMPS and/or Mediobanca may approve a long-term incentive plan linked to the achievement of predetermined objectives, with the aim of guiding beneficiaries’ behaviour towards the creation of sustainable long-term value. The assessment is supported by quantitative indicators and by the traceability of the evidence provided in detail to the Board of Directors to enable an accurate evaluation.
The remaining Mediobanca staff members are assigned an objective (weighted at between 5% and 10% of the total) to enable the performance attained on a management basis to be evaluated in relation also to the adoption of socially responsible behaviours,
112 Consolidated Financial Statements as at 31 December 2025
in accordance with the guidelines of the Social Responsibility Policies, with reference, in particular, to protection of the environment, corporate diversity, and the defence of human and social rights.
At the approval level, the Board of Directors compiles the remuneration and incentive policy and submits it to shareholders in Annual General Meeting at least once a year, and is responsible for ensuring it is properly implemented. Remuneration policies, together with compensation plans based on financial instruments for the benefit of Directors, employees, and collaborators of Mediobanca and its subsidiaries, as well as the criteria for calculating compensation in the event of early termination of the employment relationship or term of office, are approved by shareholders in Annual General Meeting in accordance with the terms of the applicable regulatory provisions. The Remuneration Committee proposes the compensation of personnel whose remuneration falls within the responsibility of the Board of Directors. The Committee has advisory duties regarding compensation criteria for all key staff, and assesses the adequacy of the rules governing the remuneration of the heads of the company control units and the Head of Company Financial Reporting, in close conjunction with the Statutory Audit Committee.
GOV-4 – Statement on due diligence
Due diligence includes all the processes and procedures adopted to identify, prevent, mitigate, and communicate how actual and potential adverse impacts on the environment and people resulting from an entity’s activities are addressed and managed.
Mediobanca and its subsidiaries integrate due diligence practices into their strategy and business model, thus enabling them to identify and manage adverse impacts effectively and consistent with corporate targets.
During its annual Double Materiality analysis, significant positive and negative impacts were identified, and the findings subjected to review by senior management and external stakeholders. The results of this analysis have been approved by the governing bodies.
The adverse impacts identified and assessed as material are detailed in the table entitled “List of material IROs” (see section “SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model”).
The effectiveness of the strategies are monitored on an ongoing basis, and the progress achieved is reported on clearly and comprehensively, thus strengthening the responsibility of Mediobanca and its subsidiaries towards its stakeholders.
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The following table shows the main due diligence aspects described in this Sustainability Report:
Table 3: Mapping of information provided in the Report regarding the due diligence process

Key due diligence elements | Sections in the Sustainability Report
a) Integrating due diligence into governance, strategy, and business model | General Section - ESRS 2 SBM–1 – Strategy, business model and value chain General Section - GOV–2 Governance structure General Section - SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model
b) Involving stakeholders in all key due diligence stages | General Section - ESRS 2 SBM-2 Interests and views of stakeholders General Section - IRO-1 - Description of the processes to identify and assess material impacts, risks and opportunities
c) Identifying and assessing negative impacts | General Section - IRO-1 - Description of the processes to identify and assess material impacts, risks and opportunities
d) Intervening to address negative impacts | Climate change - E1-1 Transition plan for climate change mitigation Own workforce - S1-1 Policies related to own workforce - Diversity, Equity and Inclusion Code Own workforce - S1-14 Our actions Business conduct - G1-1 - Corporate culture and protection of whistle-blowers Business conduct – G1-3 - Actions
e) Monitoring the effectiveness of actions and communicating | Climate Change – E1- 4 Climate Change Mitigation Objectives – Own Operations – Financed Emissions Own workforce - S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

GOV-5 – Risk management and internal controls over Sustainability Reporting
Mediobanca has implemented a structured internal control system to ensure the accuracy and reliability of sustainability reporting, meeting the qualitative characteristics required by ESRS1 Appendix B.37 This system ensures compliance with
37 Appendix B defines the qualitative characteristics that information presented in Sustainability Report prepared in accordance with ESRS should meet: relevance, faithful representation, comparability, verifiability, and comprehensibility.
114 Consolidated Financial Statements as at 31 December 2025
applicable regulations, integration with corporate strategies, and mitigation of risks associated with the disclosure of sustainability information. The approach adopted involves using internationally recognized methodological standards, including the Internal Control of Sustainability Reporting Framework (the “Co.SO. ICSR Framework”), and the adoption of continuous monitoring and review tools to strengthen the effectiveness of Mediobanca’s governance and control system.
The Bank has adopted an internal control system to ensure effective monitoring of strategic decisions and an operating balance of individual components. To this end, a structured system of regulations has been put in place, which is updated on an ongoing basis, to guarantee an effective risk management process and adequate co-ordination between Mediobanca and its subsidiaries for all areas of activity.
The key aspects of the risk management model for Sustainability Reporting purposes are similar to those adopted for financial reporting purposes and include:
―Company-Level Controls (CLC): controls relating to compliance with general supervisory corporate governance rules, including regulations, rules, and control mechanisms, including IT systems. These controls concern the company’s organization and influence financial reporting, sustainability reporting, and disclosure objectives.
―Administrative Model: organizational processes (activities, risks, controls) that generate the significant information included in financial statements, Sustainability Reporting, and financial reporting to the market.
―IT General Controls: general rules for governing application technologies and developments common to IT architectures and to applications instrumental to financial and Sustainability Reporting.
The Sustainability Reporting operational risk management process is structured into the following steps:
1.Identification of risks related to processes relevant to the processing and collection of qualitative and quantitative ESG information to be reported and to compliance with relevant regulations;
2.Definition of control mechanisms and adoption of corrective measures to reduce the risk of unintentional errors;
3.Supervision of processes for performing system performance tests.
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This approach includes identifying processes that have a significant impact on Sustainability Reporting, from the identification of the reporting scope, to the analysis and mapping of relevant stakeholders in the value chain, to the Double Materiality assessment, to the collection of information and data to be reported, and to the reconciliation of ESG information between financial and Sustainability Reporting. Furthermore, this approach involves identifying first-level controls and the persons responsible for them, through the drafting/updating of process design descriptions and of the risk and control matrix.
Regarding qualitative and quantitative information, the risks associated with assertions 38 are identified, including the qualitative characteristics of information and the related controls. Second-level control activities are performed to ensure that such controls are implemented in accordance with the Italian Law No. 262/05 framework adopted.
Through this process, Mediobanca and its subsidiaries are able to identify the most significant risks and adopt targeted strategies to reduce their impact on reporting quality by:
―Monitoring ESG data collection and analysis models to ensure compliance with sustainability standards;
―Updating corporate policies and processes based on the results of risk assessments and implemented controls;
―Training the business units involved in ESG reporting to improve awareness of the required quality and reliability criteria.
The business units involved in the ESG data drafting and collection process provide certifications regarding the completeness and accuracy of the data contributed, following the effective implementation of controls.
The Head of Company Financial Reporting, with the support of the units reporting to him and the relevant business units, supervises and evaluates, including through testing, the administrative procedures for collecting and selecting the data required by law. This ensures that the Sustainability Report included in the Review of Operations is prepared in accordance with applicable reporting standards (as required by Article 81-ter, paragraph 1, of Consob Regulation No. 11971/1999).
38 Explicit or implicit characteristics incorporated into sustainability information used to consider the different types of potential errors that could occur.
116 Consolidated Financial Statements as at 31 December 2025
These measures ensure that the internal control system remains effective and aligned with best sustainability governance practices.
The results of activities carried out in this process are reported to the corporate bodies in accordance with the reporting time frame established by law, ensuring effective oversight of the Sustainability Reporting process and promoting constant improvement in the quality and transparency of the information being reported.
Finally, the Group Audit Unit performs third-level controls on ESG issues, to ascertain compliance with the applicable regulations, the Bank’s initiatives and to changes in best market practice, as discussed above.
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Strategy and Business Model
SBM-1 – Strategy, business model and value chain
Strategy and business model
For eighty years Mediobanca has sought to help its clients grow, offering them high-level advisory services and a full range of credit products ranging from traditional products to the most sophisticated solutions.
Mediobanca does not have formally defined objectives for the current financial year. The preliminary indications and targets presented in last year’s disclosure are no longer applicable following its inclusion within the BMPS Group (see ESRS BP-2 for further details). With BMPS becoming the new Parent Company, the definition of objectives will be developed through a centralised process aimed at building a unified strategic framework for the Group. This approach will be progressively extended to Mediobanca as well, in line with the reorganisation of the corporate entities and the evolution of the sustainability governance structure within the new consolidated perimeter. For additional details, please refer to section BP-2 “Update of the disclosure on events after the reporting period”.
The new 2026–2030 Industrial Plan represents a significant evolution in the Group’s positioning, building on the transformation undertaken in recent years and on the integration process with Mediobanca. Its aim is to create a leading, diversified and competitive banking group, characterised by solid profitability, a robust capital structure and an increasing capacity to generate value for shareholders.
As anticipated in section BP-2, the definition of the new Plan by the Parent Company Banca Monte dei Paschi di Siena provides for the merger of Mediobanca into BMPS. The transaction aims to establish a single integrated group, while preserving the distinctive identities, brands, expertise and areas of excellence that characterise both institutions.
Alongside the enhancement of iconic brands, another pillar of the Plan is digital transformation, conceived as a strategic lever for service innovation, operational efficiency and the improvement of the customer experience.
As at 31 December 2025, Mediobanca and its subsidiaries operate through four specialized divisions, which contribute to corporate performance in a balanced manner,
118 Consolidated Financial Statements as at 31 December 2025
diversifying revenues and allocating capital to meet the needs of different client segments.
―Wealth Management (WM): contributed 26% of consolidated revenues during the year, providing savings products and investment and wealth management services for individuals. This includes:
―Private banking for HNWI (High Net Worth Individuals) and UHNWI (Ultra High Net Worth Individuals) clients through Mediobanca Private Banking and CMB Monaco.
―Wealth management for Premier clients through Mediobanca Premier.
―Product factories such as Mediobanca Asset Management (Mediobanca SGR, RAM Active Investments, Polus Capital Management, and Mediobanca Management Company), which offers distinctive services.
This division also includes Spafid’s trust business, fund management for institutional clients, and financing.
―Corporate & Investment Banking (CIB): this division, which contributed 20% of consolidated revenues during the year, provides financial advisory services and capital markets transactions for medium-sized and large companies. This includes:
―Wholesale Banking: lending, capital market activities and advisory services, and trading – client and proprietary – performed by Mediobanca, Mediobanca International, Mediobanca Securities, Messier et Associés, and Arma Partners.
―Specialty Finance: factoring and credit management performed by MBFACTA.
Over the past fifteen years, Mediobanca has expanded its investment banking operations in Europe, becoming a leading player in France, Spain, the United Kingdom, with offices and branches in New York, Luxembourg, and Frankfurt.
―Consumer Finance (CF): contributing 38% of consolidated revenues, this division supports households with personal loans, credit cards, salary-backed loans, and HeyLight BNPL (Buy Now Pay Later) solutions. Compass Banca stands out for its solidity and innovation, focusing on direct distribution (342 points of sale throughout Italy) and digital channels (226 Compass Link agents). This division includes Compass RE, which reinsures risks linked to insurance policies, Compass Rent, which operates in long-term hire in the automotive and furnishings sectors, Compass
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Link, which distributes Compass products and services, and HeyLight AG, previously known as HeidiPay, which focuses on the BNPL segment in Switzerland, and finally, MBCredit Solutions and MBContact Solutions which operate in the credit management sector.
―Insurance & Principal Investing: this division manages equity investments, including Assicurazioni Generali (which accounts for 15% of consolidated revenue).
―Holding Functions: this unit includes MIS, other minor companies, the Treasury and ALM (with the objective of minimising funding costs and optimising liquidity management on a consolidated basis, including the banking book securities portfolio), as well as the costs of Mediobanca’s central functions, including operations, support functions (Chief Financial Office, Group Corporate Affairs, Investor Relations, Human Resources), top management and control functions (Risk Management, Internal Audit and Compliance). As of 1 July, Selma’s core Leasing activities have been moved to the CIB division (within the Specialty Finance segment), leaving in the Holding Functions division only legacy transactions carried out in the past and currently in the process of being wound down.
Geographically, Europe, as shown in the table below, is the region with the largest workforce.
120 Consolidated Financial Statements as at 31 December 2025
Table 4: Number of employees by geographical area

Geographical area | 30 June 2025 | 31 December 2025
Europe | 5,516 | 5,516
North America | 17 | 17
Other countries | — | —
Total employees | 5,533 | 5,533

Finally, Mediobanca has no operations in the fossil fuels industry, in chemicals, controversial arms production or tobacco cultivation sectors.
Sustainability as a strategic enabler
To promote a culture based on ethics, integrity, and sustainability, Mediobanca has adopted a Code of Ethics and a Code of Conduct, a Sustainability Policy and an ESG Policy. These documents outline the governance and management of direct and indirect impacts, based on international declarations and standards such as the Universal Declaration of Human Rights, the International Labour Organization (ILO) Declaration, and the Rio Declaration. Furthermore, these documents refer to globally recognized principles and frameworks, including the 10 Global Compact principles (which Mediobanca adheres to) and the United Nations Sustainable Development Goals (SDGs).
The Sustainability Policy focuses on priority areas such as the fight against corruption, the protection of human rights, diversity, equity and inclusion, the environment and tackling climate change, and financial inclusion and health.
The ESG Policy defines the reference principles and exclusion criteria, establishing a ban on doing business with counterparties convicted of serious environmental crimes or human rights violations and/or involved in the sector of unconventional weapons. Further restrictions apply to various operations, such as proprietary financing and investments, with strengthened controls and limitations for critical sectors such as coal, tobacco (from which Mediobanca and its subsidiaries are committed to exit by 2026 and 2030, respectively), and unconventional gas and oil.
Sustainable finance
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Mediobanca recognizes that effectively managing its indirect social and environmental impacts is essential to creating shared value. For this reason, it has signed the Principles for Responsible Banking (PRB), committing to establishing sustainable development goals and measuring the impact of its operations on people and the planet.
Mediobanca SGR, RAM AI, and Polus Capital Management have signed the Principles for Responsible Investment (PRI), promoted by the UN to develop a more responsible global financial system by integrating sustainability considerations into investment decisions and shareholder engagement. Furthermore, RAM has joined the Swiss Sustainable Finance initiative.
In line with market standards and its own strategy, Mediobanca and its subsidiaries have continued to support the offering of sustainable products, both as part of client activity, and in terms of the diversification of ESG sources of financing. The ESG Product Catalogue describes the range of sustainable products in detail, and provides information on policies and activities through its divisions Mediobanca is pursuing the following sustainable finance initiatives:
―Wealth Management: Mediobanca Premier provides mortgages for the purchase of homes with energy efficiency ratings of A or B. This division also offers clients the opportunity to invest in products and services meeting ESG characteristics (e.g., mutual funds—including ETFs—pursuant to Articles 8/9 of the SFDR Regulation).39
―Corporate & Investment Banking: Mediobanca and Mediobanca International provide green/ESG loans to corporate counterparties. In the Debt Capital Markets segment, Mediobanca acts as Bookrunner and/or Structuring Advisor for the placement of bonds meeting green/ESG characteristics. Furthermore, in the Corporate Finance segment, the Energy Transition unit supports the structuring of transactions related to energy transition issues.
―Consumer Finance: Compass Banca provides green and socially responsible ESG loans.
39 Article 8 of the SFDR applies to financial products meeting environmental or social characteristics, or a combination thereof, provided that the companies in which the investments are made comply with good governance practices. Article 9, however, applies to financial products that specifically target sustainable investments and for which a relevant benchmark has been designated or, if no benchmark has been specified, an explanation of how the sustainable investment objective has been achieved.
122 Consolidated Financial Statements as at 31 December 2025
A portion of these commitments flows into the pool supporting Mediobanca’s Green, Social and Sustainability Bond internal Framework, through which Mediobanca has issued sustainable bonds.
Through the resources generated by its human/organizational, financial, relational and infrastructural capital, the business model contributes to generating:
―Economic value: sustainable revenue creation, shareholder remuneration, adequate compensation for workers, and local investments;
―Social and environmental value: promoting financial inclusion, supporting households and businesses, and addressing direct environmental impacts and climate risk in portfolios;
―Innovation and digitalization: ongoing investments in technology and digital channels to improve customer experience and strengthen operational efficiency;
―Financial strength and resilience: managing financial, reputation, and environmental risks, with the aim of ensuring long-term operations and trust.
Value chain
Value chain analysis serves to identify the main counterparties with which Mediobanca and its subsidiaries develop and maintain functional relations. For the purposes of this Sustainability Report, the Bank has confirmed that the assessments it made in the previous analysis carried out as of 30 June 2025 remain valid, having found, following a light assessment, that the value chain and the business model are largely unchanged since the previous Double Materiality analysis.
The principal stakeholders identified along the different segments of the value chain are listed below.
―Proprietary operations: these comprise the set of processes, functions and assets that the support the performance of the core business, such as human resources, tangible and intangible assets (properties, IT systems, intellectual property, etc.);
―Upstream segment: includes the main counterparties:
―Shareholders and counterparties for direct and indirect bank funding that provide the financial resources necessary for the activities of Mediobanca and its
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subsidiaries. Since the previous reporting, it should be noted that Banca Monte dei Paschi di Siena S.p.A. has been included in the analysis, both as new reference shareholder and as Parent Company;
―Providers of key products and services, including: data processing and information technology (hardware, maintenance, system licensing, and IT consulting); real estate (rents, condominium fees, premises maintenance and cleaning, security services); marketing and communications; (tax, legal, notary) consulting and operational services (operations; employee benefit insurance and travel expenses);
―Regulators and compliance bodies: banks are required to operate within a strict regulatory framework. Instructions from regulatory bodies, such as central banks and financial authorities, determine how banks manage risk, capital adequacy, and liquidity;
―Upstream business partners: for example, payment and credit card service managers, including prepaid cards, contactless payment solutions, international payments, and real-time transactions. These services are provided through electronic payment systems, such as SEPA27 and Swift28, and mobile payment systems;
―Downstream segment – typical banking transactions were analysed to identify the relevant player, including the granting of loans to retail and corporate customers, consumer credit, financial advisory services, and asset management. Financial products and services are distributed through a multichannel model, including qualified professionals, financial advisors, private bankers, branches, and financial offices, integrated with B2C and B2B digital collaboration tools. The use of advanced digital technologies and platforms ensures sophisticated, high-quality services; the existence of product factories allows to offer exclusive products and maximize the benefits of internalizing the value chain.
Mediobanca and its subsidiaries serve a diversified customer base, including:
―Private customers (Retail): customers with a portfolio of less than €500,000, who benefit from more standardized services to manage their savings, including funds, within a guided open architecture, asset management, and advanced advisory services. These services include banking products (transactional accounts and deposit accounts, as well as consumer credit) and loans (mortgages and loans with financial assets as collateral).
―HNWI (High Net Worth Individual) and UHNWI (Ultra High Net Worth Individual) private customers: individuals with significant assets who are
124 Consolidated Financial Statements as at 31 December 2025
offered more sophisticated and personalized savings management solutions, such as private market products and wealth management characterized by a high level of customization, alongside the range of traditional banking services, as well as loans and mortgages.
―Corporate Customers: SMEs, large companies and financial institutions are offered services ranging from financial advisory services for extraordinary financial transactions (M&A and IPOs) to equity and fixed-income research, plus the granting of medium/long-term loans and specialty finance products.
Assicurazioni Generali S.p.A. has also been included among the key players in the value chain, given the significance of the equity investment and its contribution to operating income, as well as its contribution to the Insurance division’s earnings.
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SBM-2 – Interests and views of stakeholders
Mediobanca incorporates the needs expressed by its stakeholders into its businesses and sustainability strategy, thus ensuring that relations of trust and transparency are maintained in the social and economic environment in which the Bank operates, strengthening its reputation and the quality of dialogue with its stakeholders over time.
To identify all stakeholders who influence or are influenced by the strategic objectives, Mediobanca has mapped the stakeholder categories with which it interacts. Governance ensures the integration of stakeholders’ preferences and expectations into the corporate strategy through a process of listening and assessment. In particular, the Risk and Sustainability Committee, which meets monthly, and the ESG Management Committee, which meets every two months, review the feedback gathered from the main engagement initiatives. Based on this evidence, the Committees define targeted follow-up actions and propose updates to priorities, objectives and targets, ensuring that strategic decisions consistently reflect the needs and preferences expressed by stakeholders.
Such mapping represents a crucial step in the Double Materiality analysis, and ensures classifying internal and external stakeholders as “users of sustainability statements” or “affected stakeholders” in line with ESRS Standard 1:
―Affected stakeholders: categories of individuals or groups whose interests can be directly or indirectly affected by Mediobanca’s activities and business relationships along the entire value chain. This includes customers, communities, the environment, suppliers, and business partners;
―Users of sustainability statements: stakeholder groups interested in financial and non-financial sustainability information, such as current and potential investors, analysts, trade unions, and public bodies and institutions.
The following table shows the overall map of stakeholders with which Mediobanca has engaged to identify and monitor their needs and perspectives in relation to the priority areas of impact, risk, and opportunity.
126 Consolidated Financial Statements as at 31 December 2025
Tabel 5: Stakeholder mapping

Stakeholders | Type
Agents and advisors | Affected stakeholder
Environment | Affected stakeholder
Customers | Users of sustainability statements
Community | Affected stakeholder
Employees | Affected stakeholder
Entities and public institutions | Users of sustainability statements
Suppliers and business partners | Affected stakeholder
Shareholders, investors and analysts | Users of sustainability statements
Trade union organizations | Users of sustainability statements

To ensure that the Double Materiality process accurately reflects the interests and expectations of Mediobanca’s relational universe (and that of its subsidiaries) – in accordance with the considerations adopted in the value chain analysis and to complement what had already been expressed by the stakeholder categories involved during the previous financial year – for this Sustainability Report it has been decided to engage also with the new majority shareholder.
The Double Materiality analysis process, supervised by the Head of Company Financial Reporting, is approved through several stages involving the Board Risks and Sustainability Committee, with the aim of ensuring a comprehensive and shared understanding of the results, and assessing the robustness of the conclusions reached. Subsequently, a comprehensive report of the analyses conducted was presented to the Board of Directors, which approved the analysis on 19 December 2025. For further information on the information and approval process, please see section “IRO 1 – Description of the process to identify and assess material impacts, risks, and opportunities” below.
Starting from the mapping presented above, the following section provides further detail on how the most relevant stakeholder categories are understood.
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Interests and views of stakeholders – Own workforce
The relevance of workers as a key stakeholder group and their involvement in the strategy and business model is evident in the approach of the strategic plan, which emphasizes ongoing training and involvement of employees in ESG initiatives, paying special attention to human rights and the protection of individuals. Management is called upon to translate these strategic objectives into practice through professional development programmes, assessment of key skills necessary for sustainable transition, and promotion of an inclusive corporate culture. More information on the engagement of employee representatives and trade unions is provided in sections S1-2, S1-5 and S1-8.
Interests and views of stakeholders – Affected communities
Mediobanca pays particular attention to the communities with which it interacts, integrating their rights and interests into its corporate strategy with a view to generating a positive impact in these areas. The Bank actively promotes dignity and social inclusion, recognizing the value of diversity, equity and respect in all its business activities, and supporting initiatives to promote the integration and growth of the most vulnerable communities.
An important example of this is the "Horizons" project, through which Mediobanca provides support to juvenile offenders involved in social reintegration programmes, helping to create concrete opportunities for inclusion and to reduce the risk of marginalization.
Interests and views of stakeholders – Consumers and end-users
Mediobanca is firmly committed to respecting the rights and interests of consumers, orienting its strategy and business model to ensuring maximum customer protection. A key aspect of this commitment is transparency: Mediobanca and its subsidiaries provide clear and easily accessible information about their products and services, adopting fair business practices, and avoiding misleading advertising and contractual clauses that are harmful to consumers. The Bank is also committed to protecting the rights of its customers through dedicated policies and professional and effective management of complaints. It also collects feedback from consumers at regular intervals through customer satisfaction surveys, which enable the quality of service to be monitored and areas for improvement to be identified.
128 Consolidated Financial Statements as at 31 December 2025
The integration of ESG principles into the product offering is one of Mediobanca’s distinctive hallmarks. In this area, the use of dedicated tools such as Direct Email Marketing (DEM) to send informative “ESG tips” to clients, and a Weekly Sustainability Newsletter providing regular updates on the main ESG initiatives, help to keep customers informed and aware at all times regarding sustainability issues.
The administrative, management, and supervisory bodies of Mediobanca S.p.A. receive regular updates on the opinions and interests of key stakeholders regarding sustainability issues. This information is then taken into consideration by them when performing their tasks and in defining strategy.
In particular, the various sustainability initiatives launched are presented to the Board Risks and Sustainability Committee (BRSC) with the aim of addressing the needs of specific stakeholder groups, where considered appropriate, such as communities, employees, and Sustainable and Responsible Investors (SRIs).
Furthermore, the results of the Dual Materiality analysis are shared with the Parent Company BMPS and are illustrated to the BRSC, with a dedicated comparison between the topics that were found to be material for Mediobanca and its subsidiaries with those contained in the sustainability reporting of the reference shareholder, which too is subject to the obligations instituted by the CSRD regulations.
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SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model
For the purpose of drafting its consolidated Sustainability Report, Mediobanca has updated its analysis of the main material sustainability issues (Double Materiality Analysis), considering the (positive or negative, actual or potential) impacts of its business on the economy, the environment, and people for the purpose of updating the double relevance assessment.
The analysis also includes an assessment of the impact on human rights issues and on areas where disclosure could be beneficial to stakeholders. Furthermore, risks and opportunities that have, or could have, significant financial impacts on business performance are assessed.
The Double Materiality assessment for the period ended 31 December 2025 was conducted in accordance with the regulatory framework established by the ESRS under the supervision of the Head of Company Financial Reporting (Group CFO). This assessment aims to identify material sustainability issues from two perspectives: Impact Materiality and Financial Materiality.
Mediobanca assessed the impacts, risks, and opportunities (IROs) considered material by examining both its own operations and the entire value chains, including upstream and downstream activities, across all the geographical areas in which it operates.
The identification of IROs was carried out at the level of Mediobanca and its subsidiaries, taking into account the different specificities of the business model. In continuity with the considerations developed in the preliminary phases of the Double Materiality Assessment definition process, it has been decided to proceed in line with the analysis carried out during the previous reporting period. In particular, some of the updates are the result of the feedback received from the reference shareholder and from the developments following the recent changes to the Bank’s governance structure.
The following table summarizes the Double Materiality analysis, showing the relevant topics in terms of both financial materiality and impact materiality, specifying the segments of the value chain where impacts, risks, and opportunities arise.
The analysis performed in connection with the reporting as at 31 December 2025 shows the following topics as material: climate change (E1), own workforce (S1), affected community (S3), consumers and end-users (S4), and business conduct (G1).
The results are detailed below:
130 Consolidated Financial Statements as at 31 December 2025
Table 6: Double Materiality (DM) analysis with respect to ESRS standards
Legend:
PO: Proprietary Operations
UVC: Upstream Value Chain
DVC: Downstream Value Chain
A description of impacts, risks and opportunities relevant to each topic and sub-topic, stating their impact (positive or negative) and type of effect (current or potential), as well as the time horizon in which the effect could emerge is provided below.
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Table 7: List of material impacts, risks, and opportunities

ESRS TOPIC | SUB TOPIC | IROs | TYPE OF IROs | TYPE OF IMPACT | POSITIVE/NEGATIVE | PROP. OP/VALUE CHAIN | TIME HORIZON | POLICY IN PLACE | MITIGATION MEASURES
E1 - Climate Change | Climate Change adaptation | Integration of ESG criteria into new investment/loan evaluation processes. | Impact | Current | Positive | Downstream Value Chain | Medium/long-term | ESG Policy | ESG due diligence process in credit analyses of corporate counterparties(Section E1-4, E1-5)
Climate change mitigation Energy | Scope 1 and 2 emissions generated by operating activities. | Impact | Current | Negative | Own operations | Short/medium-term | Sustainability Policy | Initiatives to improve the efficiency of consumption in own operations(Section E1-3)
Promotion of sustainable mobility by increasing the number of hybrid vehicles. | Impact | Current | Positive | Own operations | Medium/long-term | Sustainability Policy | Initiatives to improve the efficiency of consumption in own operations(Section E1-3)
Integration of ESG criteria into the reassessment of purchasing and supplier selection processes. | Impact | Current | Positive | Upstream Value Chain | Medium/long-term | Sustainability Policy | Assignment of an ESG rating within the supplier selection process(Section E1-3)
Generation of indirect Scope 3 GHG emissions from the use of materials such as paper or plastic (category 1), from business mobility (business travel - category 6), and other Scope 3 categories. | Impact | Potential | Negative | Upstream Value Chain | Medium/long-term | Sustainability Policy | Activities aimed at achieving climate neutrality in line with EU targets(Section E1-3)
Membership in industry-wide, confirming the intent to play an active role in the green transition with a | Impact | Current | Positive | Downstream Value Chain | Medium/long-term | Sustainability Policy | Alignment with the former NZBA Framework for target setting(Section E1-3)

132 Consolidated Financial Statements as at 31 December 2025
commitment to achieving net-zero emissions for its lending and investment portfolios by 2050, in line with the targets set by the Paris Agreement on climate change.
Promotion of sustainable business development through the development of ESG credit products and ESG client performance assessment processes.
Impact
Current
Positive
Downstream Value Chain
Medium/long-term
ESG Policy
Offering of sustainable products(Section S4-4)
Subsidized loans for companies using renewable energy sources, contributing to the bank’s positioning in the sustainable and renewable energy sector (improving reputation).
Opportunities
N/A
N/A
Downstream Value Chain
Medium/long-term
ESG Policy
Offering of sustainable products(Section S4-4)
Customer loyalty actions resulting from expanding the product range by developing products aligned with the needs of energy customers (e.g., green mortgages and loans aimed, for example, at energy efficiency improvements or clean energy production).
Opportunities
N/A
N/A
Downstream Value Chain
Medium/long-term
ESG Policy
Sustainability Policy
Offering of sustainable products(Section S4-4)
Credit risk (physical and transition) resulting from the counterparties’ worsened credit quality due to physical events
Risk
N/A
N/A
Downstream Value Chain
Short/medium/Long-term
Mediobanca policy for managing risk of non-compliance
Management of climate risks and related safeguards; “BES” initiative(Section SMB-3 [E1])
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related to extreme weather events or natural disasters, and/or regulatory, political, or economic changes related to the transition to a low-carbon economy.
Enhanced diversity through the promotion of a culture of inclusion where diversity and personal and cultural perspectives are respected and considered key success factors.
Impact
Current
Positive
Own
operations
Short/medium-term
Mediobanca Diversity, Equity and Inclusion Code
DE&I initiatives: ToDE&I and update of UNI/PdR 125:2022 certification(Section S1-4)
Establishment of evaluation and remuneration criteria exclusively based on professional skills to reflect the principles of gender neutrality and ensure equal treatment regardless of gender and any other form of diversity.
Impact
Current
Positive
Own
operations
Short/medium-term
Mediobanca Human Resource Management Policy
Welfare policies(Section S1-5)
National collective bargaining agreement (CCNL)(Section S1-8)
Benchmarking of remuneration positioning(Section S1-10)
Creation of a safe and respectful work environment that improves employee well-being through the implementation of policies against violence and harassment.
Impact
Current
Positive
Own
operations
Short/medium-term
Mediobanca Human Resource Management Policy
Mediobanca Diversity, Equity and Inclusion Code
Annual monitoring system of risk indicators relating to internal misconduct and dedicated reporting channels
S1 - Own Workforce
S1 - Own Workforce
Equal Treatment and opportunities for all
Equal Treatment and opportunities for all
Enhancement of strategic professional skills through employee
Impact
Current
Positive
Own
operations
Short/medium-term
Mediobanca Human Resource Management Policy
Mediobanca Academy; Performance Evaluation; Welfare policies(Section S1-4)
134 Consolidated Financial Statements as at 31 December 2025
training and retention initiatives.
Improved customer loyalty and reputation of Mediobanca and its subsidiaries through improved working conditions for employees (e.g., diversity and inclusion initiatives).
Opportunities
N/A
N/A
Own
operations
Medium/long-term
Mediobanca Human Resource Management Policy
Directive Abusive Behaviour, Bullying and Harassment
DE&I initiatives: ToDE&I; Engagement survey(Section S1-4)
Risk of bankers and talented staff leaving the Bank, and potential impact on recruiting and onboarding, with possible resulting effects in terms of higher costs and/or lower revenues.
Risk
N/A
N/A
Own
operations
Short
Mediobanca Human Resource Management Policy
Monitoring of turnover and dedicated remuneration policies
(Section S1 4)
Promotion of a work environment that is attentive to the needs and rights of its workers in terms of safe employment, adequate wages, representation rights, and freedom of association.
Impact
Current
Positive
Own
operations
Short/medium-term
Mediobanca Human Resource Management Policy
National collective bargaining agreement (CCNL)(Section S1-8)
Benchmarking of remuneration positioning(Section S1-10)
Working conditions
Attraction of talent resulting from the stakeholders’ positive view of the Bank as a sound employer.
Opportunities
N/A
N/A
Own
operations
Medium/long-term
Mediobanca Human Resource Management Policy
Employer branding activities; talent and graduate programmes; partnerships with universities(Section S1-4)
S1 - Own Workforce
Other work-related rights
Creation of an ethical and transparent work environment that ensures respect for human rights and
Impact
Current
Positive
Own
operations
Short/medium-term
DE&I initiatives: ToDE&I(Section S1-4)
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promotes trust and motivation among employees.
Mediobanca Human Resource Management Policy
Mediobanca Diversity, Equity and Inclusion Code
Directive Abusive Behaviour, Bullying and Harassment
Creation of shared value over time in the communities where Mediobanca operates through actions and investments with a positive impact.
Impact
Current
Positive
Own
operations
Downstream Value Chain
Medium/long-term
Sustainability Policy
Initiatives for the environment, local communities, culture and innovation(Section S3-4)
S3 - Affected communities
Communities’ economic, social and cultural rights
Improvement of the bank’s standing and reputation by consolidating its position within its local communities through the expansion of training initiatives, financial inclusion, and sustainability projects.
Opportunities
N/A
N/A
Own
operations
Downstream Value Chain
Medium/long-term
Sustainability Policy
Initiatives for the environment, local communities, culture and innovation(Section S3-4)
Improvement of customer experience and customer satisfaction through the implementation of new technologies and IT solutions.
Impact
Current
Positive
Downstream Value Chain
Medium/long-term
Sustainability Policy
IT Risk Management Policy
Customer satisfaction analysis(Section S4-2)
Innovation and digitalisation of the solutions offered(Section S4-4)
Social inclusion of consumers and/or end-users
Attraction of new customers and increase in customer loyalty by offering increasingly digitalized products and
Opportunities
N/A
N/A
Downstream Value Chain
Medium/long-term
Directive on media relations, speaking policy, brand communication, and social media channels
Customer satisfaction analysis(Section S4-2)
136 Consolidated Financial Statements as at 31 December 2025
channels aimed at creating an intuitive and innovative customer experience.
Innovation and digitalisation of the solutions offered(Section S4-4)
Creation of social value by directing customer investment capital towards ESG-dedicated products.
Impact
Current
Positive
Own
operations
Downstream
Value Chain
Medium/long-term
ESG Policy
Offering of sustainable products(Section S4-4)
Reduction of social inequalities in gaining access to bank debt thanks to the success of financial inclusion and education initiatives.
Impact
Current
Positive
Own
operations
Downstream Value Chain
Short/medium-term
Sustainability Policy
Financial inclusion and transparency of information(Section S4-4)
IT attacks and/or external fraud committed against ICT systems, including through third-party service providers (e.g. servers), with possible negative impacts on company operations and reputation, including the loss of personal data
Risk
N/A
N/A
Own
operations
Short/medium-term
IT Risk Management Policy
Information Security Policy
Cybersecurity and information protection initiatives(Section S4-4)
Increase in customer satisfaction resulting from the quality of products and services offered.
Impact
Current
Positive
Own
operations
Downstream Value Chain
Medium/long-term
Policy on Transparency in Customer Relations and Consumer Protection
Complaints Management Policy
Customer satisfaction analysis(Section S4-2)
Offering of sustainable products(Section S4-4)
S4 - Consumers and end users
S4 - Consumers and end users
Information-related impacts for consumers and/or end-users
Improvement of customer loyalty thanks to clear, transparent communication that includes sustainability issues.
Opportunities
N/A
N/A
Own
operations
Downstream Value Chain
Medium/long-term
Policy on Transparency in Customer Relations and Consumer Protection
Complaint management(Section S4-3)
Offering of sustainable products(Section S4-4)
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Improvement of the ability to manage the fight against crime through effective governance and tax transparency through compliance with applicable regulations (including through the implementation of the internal tax risk control system).
Impact
Current
Positive
Own operations
Short/medium-term
Code of Ethics
Code of Conduct
Anti-Corruption Directive
Whistleblowing Policy
Principles of Tax Conduct
Fraud Risk Management Policy
Anti-corruption training activities(Section G1-3)
Increase in stakeholder trust (e.g. shareholders, clients, employees, local communities) thanks to the distribution of economic value.
Impact
Current
Positive
Own operations
Short/medium-term
Sustainability Policy
Awareness-raising on proper tax compliance(Section G1 – Objectives)
Attraction of new investors/customers due to a strong corporate culture and consolidation thereof.
Opportunity
N/A
N/A
Own operations
Downstream
Value Chain
Short/medium-term
Code of Ethics
Code of Conduct
Anti-Corruption Directive
Whistleblowing Policy
Mediobanca policy for managing risk of non-compliance
Conflict of Interest Management Policy
Regulation on the Management of Confidential and Inside Information
Publication of updates on the corporate intranet to keep employees informed of regulatory developments and ensure the continuous dissemination of corporate culture(Section G1 – Actions)
Awareness-raising on proper tax compliance(Section G1 – Objectives)
Supervisory Body monitoring activities(Section G1-3)
G1 - Business Conduct
G1 - Business Conduct
Corporate Culture
Improved reputation resulting from a positive ESG score profile by leading sustainability rating agencies.
Opportunity
N/A
N/A
Own operations
Medium/long -term
Sustainability Policy
Sustainability-related activities overseen by the Group Sustainability unit(Section GOV-1)
138 Consolidated Financial Statements as at 31 December 2025
Reputational risk related to inappropriate conduct (e.g., corruption, money laundering, market abuse, mis-selling, conflicts of interest, green-washing, social-washing, etc.).
Risk
N/A
N/A
Own operations
Downstream Value Chain
Short/medium-term
Code of Ethics
Code of Conduct
Anti-Corruption Directive
Whistleblowing Policy
Money Laundering and Terrorist Financing Risk Management Policy
Fraud Risk Management Policy
Anti-corruption training activities(Section G1-3)
Corruption and bribery
Incorrect application of internal policies and strategies to prevent instances of corruption for all stakeholders and the market in which the Bank operates.
Impact
Potential
Negative
Own operations
Short/medium-term
Code of Ethics
Code of Conduct
Anti-Corruption Directive
Whistleblowing Policy
Mediobanca policy for managing risk of non-compliance
Anti-corruption training activities(Section G1-3)
Protection of whistleblowers
Implementation of whistleblower protection practices to promote a transparent and safe corporate environment, facilitating the emergence of any ethical violations..
Impact
Current
Positive
Own operations
Short/medium-term
Code of Ethics
Code of Conduct
Anti-Corruption Directive
Whistleblowing Policy
Management of the whistleblowing system for safeguarding corporate integrity(Section G1-1)
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Mediobanca’s commitment to areas such as the mitigation of, and adaptation to, climate change, promotion of a strong and responsible corporate culture, protection of whistleblowers, and social inclusion of consumers represents a concrete opportunity to strengthen its positioning as a responsible and sustainable player. The focus on equal treatment, equal opportunities, improved working conditions, and the protection of the economic, social, and cultural rights of communities not only creates a more equitable and motivating working environment, but also contributes to employee and customer loyalty, enhancing the reputation of Mediobanca and its subsidiaries. Furthermore, effective and transparent management of consumer information represents an opportunity to strengthen the company’s trust and credibility in the market.
On the other hand, certain factors could translate to concrete risks if not adequately addressed. In terms of climate change mitigation and adaptation, providing loans to counterparties highly exposed to the development of non-renewable energy sources or responsible for significant environmental impacts could pose regulatory and reputational risks. In terms of corporate culture, the lack of initiatives aimed at employee inclusion and engagement could lead to demotivation and lower human capital retention, with adverse impacts on productivity. Finally, managing information addressed to consumers is crucial for transparency, but any potential weaknesses in communication and data protection processes could undermine stakeholder trust and generate reputation and legal risks.
The relevant impacts, risks, and opportunities are closely linked to the corporate strategy and operating model and are integrated into strategic planning.
The effects of these material impacts are expected over different time horizons—short, medium, and long-term—in accordance with the time horizons established by ESRS 1. For further specific details for each significant IRO, please refer to the table above.
For each significant impact identified, analysis has been conducted to establish whether it has originated in proprietary operations or from upstream and downstream segments of the value chain. Material impacts, risks, and opportunities were identified by considering all operations, activities, entities, and processes involved in the life cycle of the services offered, both upstream and downstream. Counterparties were also considered, such as direct suppliers (tier 1), shareholders and business partners for the upstream segment and direct customers (private and corporate customers, credit
140 Consolidated Financial Statements as at 31 December 2025
institutions, and financial counterparties), as well as issuers of financial instruments included in the banking book and in the portfolios of assets under management. Overall, material IROs are present, with reference to the value chain, primarily in relation to the operating sectors to which Mediobanca and its subsidiaries are most exposed: manufacturing, energy, construction, wholesale trade and transportation, information technology and communication services, financial and real estate activities, professional and scientific activities, and business support services. As illustrated previously, the update of the portfolio analysis as of 31 December 2025 has confirmed the same findings in terms of exposure by sector compared with the current situation.
During FY 2024-25 Mediobanca assessed the financial effects of climate and environmental risks through its Climate and Environmental Materiality Assessment internal process. This included analysing the impact of the transmission of these risk factors at the level of Mediobanca and its subsidiaries on traditional risks, i.e. credit, market, operational and reputational risks. Both transition and physical risks were considered, assessing the overall impact on the scope of significant investments and loans.
The materiality threshold has been set at 0.5% of CET1. Credit, market, operational, and reputational risks were assessed quantitatively, expressing the potential cash losses over three different time horizons and in three different scenarios.40 For credit risk, this loss is represented by the change in expected credit loss. For liquidity risk comparison with the CET1 threshold has not been included, as this type of risk has characteristics that are structurally different: liquidity risk is not manifested primarily through direct losses of capital, but through mismatches in cashflows and the ability to meet financial commitments. For this reason liquidity risk is not directly comparable with risks expressed in terms of capital absorption, and so has been analysed separately. The new Parent Company has taken on responsibility for the risk-identification processes, including the Climate and Environmental Materiality Assessment. The consolidated process will incorporate the risk profiles of Mediobanca and its subsidiaries.
Following the materiality test, credit risk was found to be material for the “current policies” and “delayed transition” scenarios over a long-term time horizon, Regarding the impact of climate risk on other traditional risks (market, operational, and
40 Current Policies, Delayed Transition and NetZero 2050.
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reputation), the analysis found effects significantly below the identified threshold and therefore these risks were not considered material.
For the purpose of quantifying the expected credit loss of Mediobanca and its subsidiaries as at 31 December 2025, an overlay of €10.6m (6% of total overlays) was estimated, considering both main types of C&E risk (transition, physical) and distributed across the following asset classes: corporate (47% - after leases), consumer credit (30%), and real estate and leasing exposures (23%). More specifically, they were estimated taking into account the impacts quantified in the Materiality Assessment 2025 for the short-term horizon.
For further details, please refer to the Notes to the Consolidated Accounts, Part E – Information on Risks and Related Hedging Policies, Section 2 - Consolidated Prudential Risks.
Environmental risks other than climate risk were analysed only in relation to impacts transmissible through the credit risk channel. No material financial impacts were found. Consistently, they were not considered material risks in the Double Materiality analysis.
For risks other than environmental and climate risks, the financial effects were not considered, but a qualitative assessment was performed on the magnitude and probability components. Risks considered material include: potential cyber-attacks and/or external fraud affecting the ICT systems and the loss of personal data (cybersecurity), talent retention, and reputational risk related to inappropriate conduct, such as corruption, money laundering, market abuse, mis-selling, conflicts of interest, green-washing, social-washing, etc.
Regarding opportunities, there are currently no direct financial impacts, as their identification and assessment are closely linked to the strategic planning.
Regarding the resilience of corporate strategy and business model in its ability to address material impacts and risks and exploit opportunities, Mediobanca has made such considerations with respect to the topic of climate change. Please refer to the report contained in the following section “Climate Change - Material Impacts, Risks, and Opportunities and Their Interaction with the Strategy and Business Model”.
In continuity with the twelve‑month analysis carried out as at 30 June 2025 – in which Mediobanca implemented the new process in line with ESRS 1, section 3 “Double Materiality”, as the basis for its sustainability reporting, also taking into account the “Implementation Guidance” issued by EFRAG (IG 1: Materiality
142 Consolidated Financial Statements as at 31 December 2025
Assessment Implementation Guidance e IG 2: Value Chain Implementation Guidance) – the impacts, risks and opportunities identified as material for this Sustainability Report are substantially aligned with the ones that emerged at the ESRS first-time adoption stage. Accordingly, the comparison with the scope defined for the previous financial year may be limited to:
-Highlighting the two impacts that have ceased to be material as a result of the reference shareholder’s involvement:
-Increase in the diversity gap (e.g. pay gap and professional development opportunities) due to failure to implement policies and actions in favour of diversity and equal opportunities;
-Contributing to unlawful actions or failure to respect human rights by financing or investing in companies operating in sectors and/or countries potentially associated with adverse impacts in this area.
-Reporting the emergence of a new material risk not included in the previous reporting (see section “SMB-3 (S1) Own workforce” for further details):
-Risk of bankers and talented staff leaving the Bank, and potential impact on recruiting and onboarding, with possible resulting effects in terms of higher costs and/or lower revenues..
No material IROs for entity-specific topics have been identified in connection with this Sustainability Report.
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SBM-3 (E1) Climate Change – Material impacts, risks and opportunities and their interaction with strategy and business model
As mentioned in the description of the strategic positioning adopted to incorporate climate-related risks and opportunities and to outline Mediobanca’s approach to the decarbonisation paradigm, scenario analyses are periodically conducted. These analyses describe plausible future projections based on different assumptions and make it possible to assess the Bank’s approach from a forward-looking perspective.
Following the acquisition of Mediobanca and its subsidiaries by the BMPS Group, the Parent Company has initiated a gradual alignment process of the risk-governance frameworks, including ESG-related profiles.
In line with supervisory expectations, ESG risks are addressed within the MPS Group’s risk-governance framework as transversal factors that interact with traditional risk categories, such as credit, market, operational and liquidity risk.
Under the current framework, particular attention is given to the assessment of the financial risk arising from exposure to physical and transition risks associated with climate change and nature degradation.
The integration of ESG risks—and, specifically, climate- and nature-related risks—is structured around the following components:
―Climate and environmental materiality assessment: this identifies and assesses the materiality of climate and environmental (physical and transition) risk factors with respect to the various products/portfolios (corporate lending, leasing, factoring, real estate mortgages, consumer credit) of the subsidiaries and for the types of traditional risk (credit, market, operational, reputation, and liquidity);
―Monitoring exposure: climate and environmental risks considered material are monitored through specific key risk indicators (KRI) defined in the Risk Appetite Statement (RAS);
―Stress test: the resilience to climate risks is tested for ICAAP purposes in the short, medium and long term;
―Climate risk management across different risk verticals of Mediobanca and its subsidiaries:
―Credit:
144 Consolidated Financial Statements as at 31 December 2025
―Integration of ESG risks into the credit approval process, from initial assessment to approval.
―Development of a due diligence methodology that includes qualitative and quantitative assessments of how ESG factors impact the counterparty’s credit risk profile.
―Market:
―Use of tools such as the “ESG Heatmap” to monitor ESG risks in banking and trading portfolios.
―Volatility analysis by transition risk (carbon-intensive sectors) and physical risk (sovereign bonds).
―Daily monitoring of issuers’ compliance with ESG standards and triggering of escalation processes if limits are exceeded.
Operational:
―Integration of climate risks into operational risk analyses and business continuity plans.
―Continuous updating of physical threat maps (e.g., floods, landslides) by the Cyber Security & Resilience unit.
ESG risks are integrated into the reputation and liquidity risk management framework, verifying whether liquidity reserves to cover potential financial impacts transmitted through the identified channels are adequate.
Following the acquisition, a new structure of responsibilities has been established within the Parent Company with regard to the risk identification processes — including the Climate and Environmental Materiality Assessment — the internal capital and liquidity adequacy self-assessment processes (ICAAP and ILAAP), as well as the Risk Appetite Framework.
In this context, the risk profiles of Mediobanca and its subsidiaries are incorporated into the consolidated processes.
The Risk Appetite Framework integrates and translates the material climate and environmental risk areas into specific controls. Following the acquisition of Mediobanca and its subsidiaries by the Montepaschi Group, the Parent Company is
Sustainability Report 145
progressively extending its system of objectives, limits and risk thresholds to the entities originating from the Mediobanca perimeter, thereby fostering alignment with the Group’s overarching principles and objectives.
Given the materiality identified, exposures to climate-related credit risks deemed material were monitored during the year. Specific Key Risk Indicators (KRIs) were adopted in the Risk Appetite Statement (RAS) for the physical and transition risk components associated with lending to non-financial corporates.
As part of capital planning, and particularly within the Internal Capital Adequacy Assessment Process (ICAAP), the Parent Company has incorporated the impacts arising from exposure to climate and environmental risk factors.
In the Climate and Environmental Materiality Assessment 2025, still considered valid for the purposes of the December 2025 financial materiality analysis, climate and environmental risk drivers that may have an impact on Mediobanca and its subsidiaries are identified taking into account the business context and corporate strategy. Subsequently, during the exposure identification phase, the transmission channels through which climate and environmental risk drivers may have an impact on the financial and risk profile of Mediobanca and its subsidiaries are identified. Consequently, key risk indicators (KRIs) are defined to measure these effects. The definition of materiality thresholds makes it possible to establish the materiality of each risk factor and to set up actions aimed at managing these areas.
Credit risk assessments of the transition climate risk factor require projecting the effects on the financial statements of non-financial counterparties (corporate portfolio) and on the energy efficiency of real properties (real estate portfolio), thereby assessing changes in their creditworthiness profile or impairment of collateral. With regard to physical climate risk, the geolocation of properties (real estate portfolio) and production sites of non-financial companies (corporate portfolio) was taken into account, assessing the impact of various acute and/or chronic climate events such as droughts (corporate portfolio), storms, hurricanes and thunderstorms, floods and landslides (corporate and real estate portfolio), earthquakes and coastal erosion (real estate portfolio) in relation to the area in which the residential or production units are located, respectively. These assessments are based on a forward-looking approach that for financial materiality involves three time horizons: short, medium and long term.41 The scenarios used for Climate and Environmental Materiality Assessment 2025 are those aligned with Phase V of the Network for Greening the Financial System (NGFS),
41 The time horizons considered in the scenario analyses are as follows: short term, less than 3 years; medium term, 3 to 5 years; long term, over 10 years.
146 Consolidated Financial Statements as at 31 December 2025
such as “Current Policies”, “Net Zero 2050” and “Delayed Transition”, which have been appropriately integrated with impacts on the value chain and impacts linked to geolocation. A brief description of the scenarios considered is provided below.
The “hot house world” scenario is based on the NGFS “Current Policies” scenario and assumes no new climate policies other than those already in force are implemented: European emissions gradually decrease, but global emissions increase until 2080, leading to warming of approximately 3°C. Unchecked global warming leads to serious physical risks and subsequent extremely high costs. In the above scenario, transition risks are negligible since the green transition is assumed to never occur. However, the lack of transition costs is largely offset by the negative economic impact of extreme physical risk.
The “Orderly” scenario is based on the NGFS Net-Zero 2050 scenario and envisages the immediate introduction of gradually more stringent climate policies. Net CO 2 emissions reach zero around 2050, with at least a 50% chance of limiting global warming to below 1.5°C by the end of the century, with no, or only a small, overshoot. In this scenario, physical and transition risks are the lowest: the gradual nature of the energy transition reduces its costs, while limiting global warming to 1.5°C mitigates the physical risk.
The “Disorderly” scenario builds on the NGFS “Delayed Transition” scenario and assumes that new climate policies are not introduced before 2030. As a result, annual global emissions are projected to decline rapidly after 2030, ensuring a 67% probability of limiting global warming to below 2°C. After 2030, strong policies are needed to limit warming to below 2°C, and carbon prices need to be set higher than in the Orderly scenario to compensate for the time lost. The availability of carbon removal technologies is assumed to be low, further pushing carbon prices higher. Due to the delayed implementation of policies, this scenario envisages higher physical and transition risks than the orderly transition scenario, due to a greater increase in global average temperature.
In light of the scenarios considered above and as more fully explained in section SBM-3 – Material Impacts, Risks and Opportunities and Their Interaction with Strategy and Business Model (48 d), the assessed financial impact on the credit risk profile was found to be material for the “current policies” and “delayed transition” scenarios over a long-term time horizon, while the analysis revealed immaterial effects regarding the impact of climate risk on other traditional risks (market, operational and reputation).
Sustainability Report 147
In the 2025 Climate and Environmental Materiality Assessment, the impacts on liquidity reserves were also evaluated over short-, medium- and long-term horizon.
Mediobanca is aware of the challenges posed by climate change-related risk factors, and manages these risks actively while seeking to take the related opportunities, integrating into the planning process the variables that allow the strategy to be steered towards a more resilient business model.
During the financial year, a Business Environment Scan (BES) was conducted for the first time to identify the influence of climate issues on the socio-economic context and integrate the impact thereof into strategic planning. This action ensures the resilience of the business model in the face of unforeseen events (such as acute physical events) and established trends (such as chronic physical and transition risks) related to climate change.
Activities focused on credit exposures to corporate counterparties of Mediobanca and Mediobanca International and on mortgage loans of Mediobanca Premier, i.e., the most exposed portfolios and counterparties to climate risks, which, at the same time, offer new opportunities to be explored. To this end, climate scenarios were integrated into the budget at 30 June 2026 and the related effects were estimated in terms of generated volumes, profit margins, and ECL of such business areas. In the short term, no critical issues are expected and the performance of both portfolios is expected to remain steady. In the medium to long term, growing attention to the carbon intensity of financed counterparties in the corporate sector and the increasingly significant presence of energy class A or B properties in the retail portfolio will emerge.
148 Consolidated Financial Statements as at 31 December 2025
SBM-3 (S1) Own workforce – Material Impacts, risks and opportunities and their interaction with strategy and business model
The positive and negative impacts within Mediobanca’s own workforce, identified in the Double Materiality analysis, concern working conditions and equal treatment and opportunities for all employees. Regarding training, the focus was on the employees of Mediobanca and its subsidiaries.
The monitoring of the diversity gap has made it possible to identify a consistent decrease in the KPI (e.g. pay gap and professional development opportunities), focusing in particular on those categories of staff that are most exposed to diversity and inclusion issues. This has enabled the adverse impact related to such aspects to be excluded from the list of material impacts. Such exclusion does not, however, entail any reduction in Mediobanca’s commitment to these issues, which remains high.
The main initiatives adopted by Mediobanca for proactive management of its own workforce include training and retention programmes, promoting an inclusive culture, staff evaluation and remuneration criteria based on ability, policies against violence and harassment, and awareness-raising activities on human rights issues.
Meanwhile, a new risk relating to the retention of talented staff and key professional figures was identified in updating the materiality analysis. Targeted initiatives have been launched to guarantee the continuity of the business model and to protect human capital, with a focus on the short-term strategy in particular. This risk has been classified as material in response to the request made by the ECB to define effective retention policies for specific key roles. For assessment purposes priority has been given to the extent and probability aspects, in accordance with the considerations made by the regulatory authority, and with the materiality threshold set, rather than quantification of the financial effects.
The analysis revealed the following opportunities resulting from positive impacts:
―Improvement of customer loyalty and perception of Mediobanca and its subsidiaries due to improved working conditions for employees (e.g., diversity and inclusion initiatives);
―Ability to attract talent due to positive awareness of Mediobanca as a good employer.
These opportunities apply to the entire workforce of Mediobanca and its subsidiaries.
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SBM-3 (S3) Affected Communities – Material impacts, risks and opportunities and their interaction with strategy and business model
Mediobanca ensures that all communities affected by material risks and opportunities through direct activities, products, services, or commercial relationships, are analysed and fully included in the disclosure. This approach extends to all communities affected by the activities, upstream and downstream in the value chain. In particular, the Bank focuses on three main areas: urban and local communities, vulnerable communities, and refugee or migrant communities. These initiatives are supported by the London Benchmarking Group (LBG) measurement and management model, which ensures transparent reporting of community investments, distinguishing between charitable donations, investments in local projects, and core business activities with social impact.
With reference to the positive impacts and material opportunities for the communities involved, Mediobanca generates shared and lasting value in the communities in which it operates, thanks to positive impact initiatives and investments that include social and inclusion initiatives specifically aimed at vulnerable and at-risk groups. These actions create tangible benefits for communities and at the same time constitute a significant opportunity to strengthen the Bank’s reputation, consolidating its role in local communities and further expanding training programmes, financial inclusion, and sustainability projects. The following may be noted among the main initiatives:
―Support for foundations and social projects, such as the grant to the Vidas Foundation for the paediatric hospice, Cometa for young people in need, and project “Together” for socially vulnerable groups at risk of exclusion.
―Educational and inclusion projects, such as the financial education programme “Conta sul Futuro”, scholarships for deserving students, and support for unaccompanied foreign children in Italy through the project with UNHCR.
―Volunteering and charitable initiatives, such as the grant to Sport Senza Frontiere ONLUS to promote inclusion through sport, and awareness-raising activities such as those organized by St Mungo’s (UK) to support the homeless.
150 Consolidated Financial Statements as at 31 December 2025
SBM-3 (S4) Consumers and end-users – Material impacts, risks and opportunities and their interaction with strategy and business model
This report considers all end users who may be significantly affected by the activities of Mediobanca and its subsidiaries and their value chain, with reference in particular to the need to provide clear and accessible information on products. Particular importance is also given to vulnerable consumers, such as young people or those with financial difficulties. Mediobanca is committed to ensuring transparency, security, and financial education to adequately protect the rights and opportunities of these groups, including the protection of data in digital services.
Various positive impacts and material opportunities have also been identified for end-consumers, relating to technological innovation, improved customer experience, and the offering of inclusive products and services. New digital solutions and sustainable financial products have a positive impact, expanding access to services and improving customer experience, particularly those who are more vulnerable or have difficulty accessing traditional services.
Mediobanca is aware that some consumers and end users may be exposed to material risks related to digital transactions, particularly regarding cybersecurity and data protection. Consumers who use online services, especially those handling confidential information, are more exposed to the risk of fraud and cyberattacks. In general, the potential impact on business operations and reputation, as well as the potential loss of personal data should be considered when discussing the risk of cyber-attacks against the ICT systems. In the event of a cyber-attack, the main aspects of IT security may be compromised, in whole or in part:
―Confidentiality, due to the risk of disclosure of sensitive customer information (privacy) or confidential Company data;
―Data integrity, due to the risk of unauthorized tampering with information;
―System availability, which may be compromised - for example, through DDoS (Distributed Denial-of-Service) attacks - thus leading to service disruptions that may result in financial and reputation damage;
―Authenticity, as in the case of spoofing attacks, in which an attacker impersonates a legitimate entity thereby deceiving users or customers in order to commit fraud or make unauthorized transactions.
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In response to this ever-changing environment, Mediobanca has strengthened its ICT risk and security management strategy by setting up a unit specializing in risk lifecycle management. These operations are based on an ICT risk framework structured into specific policies and procedures (e.g., ICT and Security Risk Management Policy, Information Security Policy, IT and Security Risk Management Methodological Manual), tools, standards, rules, and controls.
IT and security risk is constantly assessed, categorizing potential implications into three areas:
―Business area (malfunctions that cause disruptions),
―Strategic area (events that compromise operations or the achievement of strategic objectives),
―Reputation.
Finally, processes and procedures ensure a continuous and structured relationship of strong collaboration with Mediobanca’s specialized operational security unit, which is equipped with significant resources and expertise to identify vulnerabilities that could be exploited to compromise the information system or proactively block threats.
152 Consolidated Financial Statements as at 31 December 2025
Managing impacts, risks, and opportunities
IRO-1 – Description of the process to identify and assess material impacts, risks and opportunities
As illustrated in the previous sections, in order to finalize the list of IROs and material topics, Mediobanca has carried out an assessment, that has confirmed that the findings of the analysis performed as of 30 June 2025 remain valid.
As part of the updated analysis as of 31 December 2025:
―The “Understanding the context” phase has been updated;
―A check has been carried out to ascertain that the list of IROs as of 30 June 2025 is coherent, the process and results of which have been considered and integrated into the current analysis;
―As described in section “SBM-2 – Interests and views of stakeholders”, the views of the stakeholders engaged with for the reporting as of 30 June 2025 have been treated as valid for this Sustainability Report as well, with the addition of the engagement with shareholder and Parent Company BMPS, as well as the additions made by the internal risk owners regarding the revised context. Both assessment processes were implemented consistent with the other analysis carried out.
With the provision that the IROs identification and assessment process has remained basically unchanged from the previous reporting, the full reference methodology used is described below, formalized at the level of Mediobanca and its subsidiaries.
To identify the final list of impacts, risks, and opportunities (IROs), Mediobanca follows a multi-phase approach, starting with an analysis of the context, business model, and industry, engaging stakeholders to incorporate their expectations into the identification and assessment of material IROs. The process is conducted in accordance with ESRS 1 “General Requirements” of the EFRAG IG1, Materiality Assessment Implementation Guidance. The Double Materiality analysis follows a top-down approach divided into five key phases:
1.Understanding the context: in this initial phase, analysis activities are conducted to understand the context in which Mediobanca operates, including:
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―Mapping of the value chain players and exposures to the various operating segments, considering the subsidiaries’ operations;
―Analysis of internal sources to identify a preliminary mapping of derivable IROs (such as the Code of Ethics, internal policies, the Green, Social and Sustainability Bond Framework, the ESG product catalogue, the transition plan for climate change mitigation);
―Analysis of national and international external sources which may provide examples of externally generated IROs applicable to Mediobanca and its subsidiaries (such as benchmark analysis, S&P Global Dow Jones Sustainability Index, MSCI ESG Indexes, Principles for Responsible Banking (PRB), UNEP FI, Sector Map, World Economic Forum);
―Mapping of key internal and external stakeholders, considering relationships with suppliers, customers, and internal and external stakeholders (such as employees, investors, and affected communities).
2.Identifying Impacts, Risks, and Opportunities: the impacts arising from the activities of Mediobanca and its subsidiaries or their commercial relationships were identified through a preliminary document analysis (preliminary IRO list) and subsequently assessed in the Double Materiality process with inputs from the stakeholders involved. The preliminary list was supplemented by further analyses (e.g., industry benchmarks and internal due diligence processes).
This approach is intended to arrive at a final list of IROs, structured in accordance with AR 16 of ESRS Standard 1, identifying impacts, risks, and opportunities for each topic and subtopic. The selection process takes into account the specifics of the operating model, expanding the analysis with insights from the value chain mapping. In particular, Mediobanca implements a process aimed at identifying and assessing impacts along the entire value chain, including three key areas:
―Own operations: impacts resulting from the Bank’s internal processes and resources;
―Upstream value chain: impacts related to suppliers, business partners, and shareholders;
―Downstream value chain: impacts related to customers (financial and non-financial counterparties), issuers of financial instruments, financed counterparties, and business partners.
154 Consolidated Financial Statements as at 31 December 2025
As part of this process, the correlation between impacts, risks, and opportunities is assessed to understand how an environmental, social, or governance impact may generate or amplify business risks or, conversely, create favourable conditions for the development of new financial opportunities.
The final mapping is consolidated through interviews and meetings with internal operational units, which help classify each IRO by type (impact, risk, or opportunity), nature (positive or negative), and time horizon (short, medium, or long term).
3.Materiality assessment: at this stage, an engagement process is launched with both internal and external stakeholders, as described in section SBM-2 “Interests and Views of Stakeholders”, to assess the materiality of IROs based on the relevant assessment components. After mapping and classifying its main stakeholders, Mediobanca develops targeted strategies for their engagement, adopting diverse tools such as thematic workshops, online surveys, and one-on-one meetings, with the aim of gathering opinions and views.
Impact materiality: to assess the negative or positive, current or potential, impacts with short-, medium-, or long-term effects on the various stakeholders, Mediobanca has adopted an approach in line with the standard that combines the following factors:
―Scale or magnitude: magnitude of (positive or negative) impacts on the environment, people, or other stakeholders, defined using a rating scale ranging from “very low” (hardly recognizable) to “very high” (with critical consequences);
―Scope or extent: extent of the impact, i.e., its geographic distribution or relative to the number of affected stakeholders, defined using a rating scale from “highly localized” to “global”;
―Irremediable nature: extent to which the impact can be avoided. For negative impacts only, this is defined using a rating scale that represents the impact’s irremediable nature (i.e., how difficult it is to restore the situation to the condition prior to the occurrence of an actual or potential negative impact, considering the availability of resources to address the impact’s effects and the effectiveness of mitigation actions); the rating scale ranges from “very low” to “very high.”
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―Likelihood: for potential impacts only, this refers to the probability that the impact may occur based on a rating scale ranging from very unlikely (very rare or hypothetical) to extremely likely (frequent in the short term).
Each factor is analysed separately using a 1 to 5-point scale. Severity, i.e. the average value of scale, scope, and, for negative impacts, irremediable nature, were calculated to obtain an overall score representative of the impact’s materiality. The severity value was then multiplied by the likelihood of the event materializing (with a score of 1 to 5), according to the following formula:
SEVERITY [AVERAGE VALUE OF SCALE & EXTENT & IRREMEDIABILITY SCORES] X LIKELIHOOD
Time horizons were considered in the assessment of scale, irremediable nature, and likelihood, using short-, medium-, and long-term approaches consistent with the strategic planning and risk assessment.
The overall score shows the final level of impact materiality. The impact materiality threshold was defined using a heatmap that combines the results of the severity assessment (as above) and the likelihood of occurrence. Impacts are considered material if they achieve an overall score equal to or above the defined threshold of 10, on a scale of 1 to 25, representing areas in the highest severity and likelihood quadrants of the heatmap.
Following the analysis carried out, Mediobanca has identified material impacts, as specified in the table in the previous section (“SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model”), through direct activities (own operations) or through commercial relationships (upstream and downstream value chain).
156 Consolidated Financial Statements as at 31 December 2025
Financial materiality: this assessment is performed in conjunction with the impact materiality assessment, identifying any interactions and connections.
As part of the financial materiality assessment, risks and opportunities are assessed using a qualitative and quantitative methodology. This approach is based on two key measures established by the standards: magnitude and likelihood, which respectively provide insight into the extent of positive (opportunity) or negative (risk) effects, the likelihood of such effects occurring, and their impact on stakeholders.
Regarding opportunities:
―Magnitude: this is the extent of the benefit an opportunity could bring in terms of financial impacts arising from sustainability-related issues, which include environmental, social, and governance aspects. The assessment is conducted on a scale of 1 to 5, where 1 denotes marginal benefits, and 5 shows opportunities with extremely material impacts on the company’s growth and sustainability.
―Likelihood: this shows the likelihood that the opportunities will materialize within a given time horizon. This assessment takes into account both internal company factors and market dynamics, using a scale of 1 to 5, where a low score indicates that the opportunity is very unlikely and a high score reflects a strong likelihood of materializing.
Regarding risks:
―Magnitude: this consists in the severity of the risk in terms of economic and financial consequences, considering the potential impact on the company’s stability and ability to gain access to finance. The assessment uses a scale of 1 to 5, with 1 corresponding to negligible or marginal effects and 5 indicating risks with extremely material impacts, capable of significantly affecting the company’s economic and financial situation.
―Likelihood: this shows the probability of the risk materializing within a given period, evaluating not only internal factors but also market conditions and the regulatory environment. On a scale of 1 to 5, a score of 1 suggests that the risk is very unlikely, while a score of 5 indicates a high probability of materializing.
The risk assessment covers own operations and the value chain (upstream and downstream), through:
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―Mediobanca’s and its subsidiaries’ 2025 Climate and Environmental Materiality Assessment;
―Mediobanca’s and its subsidiaries’ 2025 Nature Related Risk (NRR) Heatmap and ESG Heatmap;
―Alignment of the most recent ESG Risk Catalogue of Mediobanca and its subsidiaries as at 30 June 2025.
This choice reflects the adoption of the most complete and up-to-date framework available, ensuring methodological consistency and continuity with previous analyses.
To identify and prioritize risks related to sustainability issues in the downstream segment of the value chain, Mediobanca uses different methodologies to assess the different risk categories.
The analyses and results obtained from the Climate and Environmental Materiality Assessment Framework and the ESG Heatmap are used for climate and environmental risks, taking into account the quantitative materiality threshold (i.e. 0.5% of CET1 in the previous analysis relating to the scope of Mediobanca and its subsidiaries), which is converted to a 1-5 rating scale based on the magnitude and likelihood components.
To assess risks relating to other environmental issues (other than climate change), Mediobanca uses the Nature-Related Risk (NRR) Heatmap, which assigns a weighted score (1-5) to the portfolio based on its counterparties’ exposure to risk, taking into account the time horizons in which it may materialize.
The assessment process for risks of exposed counterparties in resource and waste management sectors, as well as for risks related to the Social and Governance pillars, is based on the association of risks with the most critical NACE sectors according to the UNEP-FI approach. The risk magnitude is found by combining the risk sectors with the UNEP-FI classification and the Bank’s actual exposure, analysed by using the Risk Management ESG Heatmap. This method assigns a specific score to each NACE code associated with the risk, weighted by the Bank’s exposure to that sector. For more detailed information on the Double Materiality assessment process for environmental issues, please refer to section “IRO-1 (E1) Climate change – Impacts, risks and opportunities”.
With regard to proprietary operations, to certain social and governance risks, and the upstream segment, the assessment of the magnitude and likelihood of ESG risks is based on the analysis of risks described in the ESG Risk Catalogue performed by the
158 Consolidated Financial Statements as at 31 December 2025
Mediobanca Risk Management unit and updated for the reference financial year. The scores resulting from applying a 1-to-5 rating scale are defined by internal units (Risk Owners) based on the ESG Risk Assessment.
In continuity with the Sustainability Reporting as at 30 June 2025, Mediobanca has applied the same reference methodological framework in order to assess the financial materiality of climate and environmental risks. This framework consists of the following:
―Climate and Environmental Materiality Assessment 2025;
―Nature Related Risk (NRR) Heatmap and ESG Heatmap 2025;
―ESG Risk Catalogue.
This decision reflects the adoption of the full and most up-to-date framework available, ensuring methodological consistency and continuity versus the previous analysis.
Reference is made to the section “IRO-1 (E1) Climate change – Impacts, risks and opportunities”.
Opportunities are assessed considering the ESG initiatives, policies, and strategies defined by Mediobanca and its subsidiaries.
Similar to impact materiality, the materiality threshold for risks and opportunities is defined using a heatmap that combines the results of the assessment of the magnitude of financial impacts and likelihood of materializing. In such heatmap, the scores are organized into a two-dimensional system that enables the identification of the relevant areas with a colour gradient ranging from light blue (less material financial impacts) to gold (more critical impacts).
Risks are considered material from a financial materiality perspective if they achieve an overall score equal to or above the defined threshold of 10 (on a scale of 1 to 25), representing the areas located in the quadrants of highest magnitude and likelihood.
4.Consolidation of results and approval of Double Materiality: Mediobanca has adopted a structured decision-making process to consolidate and verify material impacts, risks, and opportunities. Following the analyses conducted, a summary mapping of IROs identified, key findings, and outcomes achieved was prepared.
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The IRO mapping was reviewed, agreed upon, and consolidated by the internal areas and operational units (e.g., Group Sustainability, Group Risk Management, Group Strategy). In particular, with regard to risks, the assessments previously carried out by Group Risk Management as part of other risk analyses were taken into consideration.
Regarding the identification and management of opportunities, including through discussions with the Group Strategy unit, Mediobanca took into account the strategic objectives defined in the 2025-2028 strategic plan.
After completing the impact and financial materiality analyses under the supervision of the Head of Company Financial Reporting, the list of material topics is preliminarily shared with the Board Risks and Sustainability Committee (BRSC)., which issues an opinion on the Double Materiality analysis, the results of which are approved by the Board of Directors.
The process is supported by an internal control system that defines duties, responsibilities, and operational controls to support the various phases, thus ensuring methodological consistency and information quality.
5.Reporting: then, for reporting purposes, the information requirements are associated with each material IRO based on the information provided in EFRAG document ID 177 – Mapping Sustainability Matters with Disclosure Requirements, to guide the preparation of the Sustainability Report.
The process will be updated annually and revised depending on any regulatory changes.
A summary representation of Double Materiality outcomes is provided in SBM-3 “Material Impacts, Risks, and Opportunities and Their Interaction with Strategy and Business Model,” to which reference should be made.
The following topical paragraphs describe the impacts, risks, and opportunities identified and assessed as material for each topic.
160 Consolidated Financial Statements as at 31 December 2025
IRO-1 (E1) Climate change - Impacts, risks, and opportunities
The impacts, risks, and opportunities under ESRS E1 – Climate Change are identified by considering the specific characteristics of Mediobanca and its subsidiaries, the context in which it conducts its operations and business transactions related to climate change (e.g., “Sustainability Policy”, “ESG Policy”, Climate and Environmental Materiality Assessment Framework, and the ESG Heatmap, the long-term business plan, and the transition plan for climate change mitigation), the measures defined and implemented to combat climate change, as well as an assessment of transition and physical risks to which Mediobanca and its subsidiaries could be exposed.
Analyses were conducted by assessing the materiality of impacts, risks, and opportunities identified for each of the three subtopics of ESRS E1, namely: “Climate Change Mitigation”, “Climate Change Adaptation”, and “Energy”, covering all types of energy production and consumption along the entire value chain.
To identify and assess material climate and environmental impacts, Mediobanca involved the relevant company units by topic, gathering in-depth information and carefully considering the business model, company size, and organizational structure. In particular, based on information collected from internal and external sources, the Group Sustainability and Energy Environment & System Efficiency unit identified climate impacts and recognized that the activities and businesses of Mediobanca and its subsidiaries could generate greenhouse gas emissions, directly through its energy consumption (Scopes 1 and 2) and indirectly through its upstream and downstream activities (Scope 3).
Participation in sector-based initiatives and frameworks, and promotion of sustainable corporate development through the development of ESG credit products have confirmed Mediobanca’s intention to play an active role in the country’s ecological transition, while also helping to improve its ESG positioning, and fostering loyalty among customers interested in the development of green or sustainable products.
As mentioned above, in order to identify and assess physical and transition climate risks downstream in the value chain, and specifically how they impact traditional banking credit and market risks, Mediobanca leveraged the assessments and analysis carried out by the Risk Management units, in particular the 2025 Climate and Environmental Materiality Assessment.
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This report assesses the materiality of climate and environmental risks at two levels:
―Level 1 (Comparative analysis of traditional risks): this provides the aggregate result of climate and environmental risk (including the physical and transition risk component) to be assessed against the materiality threshold defined as 0.5% of CET1. The aggregate assessment of climate risk against this threshold is broken down into three scenarios (current policies, delayed transition, and net zero 2050) and by time horizon.
―Level 2 (Analysis at single-risk category): the second threshold enables the assessment of intra-risk materiality to verify the marginal impact of environmental/climate factors on single traditional risks. Also at this level, a disaggregated assessment is provided for three scenarios (current policies, delayed transition, and net zero 2050) and by time horizon, and is compared with a different threshold.
The aggregate assessment used in materiality assessments can be disaggregated into additional drivers of interest, thus facilitating the adoption of appropriate mitigation and monitoring measures.
For the assessment of climate risk for proprietary operations (in terms of operational and reputational risk) and for the upstream segment of the value chain, Mediobanca used the most recent and available ESG Risk Catalogue. Starting from the most recent ESG Risk Assessment available, a process was initiated to align the rating scales used by company units (risk owners) with those defined for the magnitude and likelihood components (scale of 1 to 5). This alignment aimed to ensure methodological consistency and comparability between the various risk assessment tools. Subsequently, the risk owners who participated in the initial assessment of the ESG Risk Assessment confirmed/revised such assessments; in the event of conflicting assessments, the highest score was chosen as a precaution, to ensure a more conservative approach and adequate risk management. Likelihood was estimated by analysing the past trend of materialized risks, using a scale that considers the frequency with which it has materialized in the past (associating such past trend with the 1-5 rating scale).
Based on this assessment, no material risks emerged with respect to proprietary operations or the upstream segment of the value chain. The risks identified therefore relate solely to the downstream segment of the value chain.
162 Consolidated Financial Statements as at 31 December 2025
Finally, opportunities that have, or can be expected to have, a material financial impact on Mediobanca and its subsidiaries were analysed for the purpose of assessing financial materiality.
With regard to climate change adaptation and mitigation, no material opportunities emerged either with respect to internal operations or along upstream and downstream value chains.
With regard to energy transition, particularly in the energy sector, the following opportunities were assessed as material:
―Opportunities arising from customer loyalty actions resulting from expanding the product range by developing products aligned with the needs of energy customers (e.g., green mortgages and loans aimed, for example, at energy efficiency improvements or clean energy production);
―Opportunities linked to subsidized loans for companies using renewable energy sources, contributing to the bank’s positioning in the sustainable and renewable energy sector (improving reputation).
IRO-1 (E2, E3, E4, E5) Pollution; Water and marine resources; Biodiversity and ecosystems; Resource use and circular economy: Impacts, risks, and opportunities
In addition to climate, Mediobanca conducted an in-depth analysis of its operations and upstream and downstream value chain to assess current and potential impacts, risks, and opportunities related to other environmental factors: pollution, water and marine resources, biodiversity and ecosystems, and waste management.
With regard to proprietary operations, the screening process considered several factors, including pollution resulting from business operations at its operating sites. Although the core activities do not produce significant impacts in terms of pollution, water use, or waste production.
With regard to the value chain, the relations with counterparties were screed on the basis of the NRR Heatmap approach, used to assess Nature-Related Risks (NRR) in the loan and investment portfolios of Mediobanca and its subsidiaries, and to identify which sectors are the most exposed to nature-related risks by analysing their impacts and dependencies. For each topic, time horizon (short, medium and long), and scenario, the NRR Heatmap classifies the portfolio into a score (from 1 to 5) based on the risk incurred by counterparties and their exposure. The distribution percentages
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for each time horizon are weighted with respect to the portfolio, generating a weighted value for each risk level. The sum of these values provides a weighted score for each horizon, which is then averaged to obtain the final score, representing the credit risk magnitude associated with each topic. When assessing the likelihood of nature-related credit risks assessed via heatmaps, a level-3 likelihood was assigned as an average value to take into account the fact that the risk may occur in different scenarios and time horizons.
The analyses performed were deemed sufficient, given the nature of the business and its specificities, as no evidence emerged requiring further investigation.
In this regard, given the limited exposure to business sectors exposed to these factors, no significant impacts, risks, or opportunities emerged in relation to environmental issues other than climate. The same conclusion was reached in the Climate and Environmental Materiality Assessment, where nature-related risk was deemed non-material. Therefore, in view of the nature of the operations and their limited exposure to such business sectors, these aspects were not classified as material.
IRO-1 (G1) Business conduct – Impacts, risks, and opportunities
To identify impacts related to business conduct issues, Mediobanca embarked on indepth analysis of its internal structure, policies, and business model in 2024. The process considered factors such as internal corporate culture, the approach to combating corruption and bribery, supplier relationships, payment practices, and compliance with whistleblowing procedures.
Following the update of the materiality analysis as of 31 December 2025, which entailed incorporating the assessments made by the Parent Company, the only potential adverse impact previously identified, which involved lending to, or investing in, companies operating in business sectors or geographical areas exposed to the risk of human rights violations or to the failure or incorrect implementation of internal anti-corruption policies and regulations, has been deleted.
Conversely, the opportunities identified have been confirmed, including:
―Increase in the ability to tackle unlawful activity through effective governance, compliance with the regulations, and application of an effective internal control system. Such an approach not only consolidates the relationship of trust with existing clients, but is also a distinctive feature that can attract new clients who are sensitive to ethical issues such as these;
164 Consolidated Financial Statements as at 31 December 2025
―Improvement in the Bank’s reputation as a result of positive ESG scores issued by the leading sustainability rating agencies, and attracting new investors and customers on the back of a strong corporate culture.
As part of the Double Materiality process, a material risk was identified in relation to reputational risk associated with inappropriate conduct (e.g., corruption, money laundering, market abuse, mis-selling, conflicts of interest, green-washing, social-washing, etc.). This risk was identified and assessed according to the magnitude and probability components based on five compliance risks included in the Reputational Materiality Risk Assessment. These components show the regulatory areas, on an aggregate basis, associated with a greater impact on reputation (along with data breaches) during regular risk assessment activities conducted by the Compliance Unit. These five compliance risks were also assessed as highly material in the Reputational Materiality Risk Assessment:
―Serious mis-selling/conflicts of interest;
―Direct or indirect involvement in money laundering;
―Involvement in market abuse;
―Green- and social-washing;
―Involvement in corruption.
Each of these events was found to be highly material in terms of potential impacts on key reputation stakeholders (e.g., supervisory authorities, media, investors, customers), on Mediobanca’s reputational values (e.g., transparency, fairness, service excellence, sustainability), and on the strength of its corporate governance. Their convergence and common nature as “business conduct” topics led to the methodological choice of aggregating them into a single material reputational risk related to unethical or non-compliant behaviour. This aggregation allowed for a more comprehensive representation of the exposure of Mediobanca and its subsidiaries to events that could compromise market and stakeholder trust at a reputation level.
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IRO-2
Mediobanca identifies information to be reported based on the results of the Double Materiality analysis; namely
―All information to be mandatorily disclosed, regardless of the results of the Double Materiality analysis, has been included in this document in the specific topical sections/chapters, following the structure required by the standards;
―All information relating to material topics and impacts, risks, and opportunities has been reported in the topical chapters, with the exception of:
―Voluntary information, unless it constituted additional information deemed interesting and useful to stakeholders;
―Information the disclosure of which is being phased in gradually (phase-in information);
―Information that, due to the nature of the requirement and of the business, is not applicable (referred to as “conditional” information); conversely, information that is conditional but not applicable is still required to be reported.
The following index lists the disclosure obligations that Mediobanca has met based on the results of the Double Materiality assessment and process described above, specifying the page numbers of the consolidated Sustainability Report where the relevant information can be found.
166 Consolidated Financial Statements as at 31 December 2025
Table 8: Content Index

Topic | Disclosure requirement/datapoint | Reference in document
General information | ESRS 2 BP-1 General basis for preparation of sustainability statements | 93
ESRS 2 BP-2 Disclosures in relation to specific circumstances | 96
ESRS 2 GOV-1 – The role of the administrative, management and supervisory bodies | 105
ESRS 2 GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies | 121
ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes | 122
ESRS 2 GOV-4 - Statement on due diligence | 123
ESRS 2 GOV-5 – Risk management and internal controls over Sustainability Reporting | 125
ESRS 2 SBM-1 – Strategy, business model and value chain | 127
ESRS 2 SBM-2 Interests and views of stakeholders | 136
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model | 140
ESRS 2 IRO-1 - Description of the process to identify and assess material impacts, risks and opportunities | 166
ESRS 2 IRO-2 – Disclosure requirements in ESRS covered by the undertaking’s sustainability statement | 181
Climate change | ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes | 122
ESRS E1-1 Transition plan for climate change mitigation | 216

Sustainability Report 167

Topic | Disclosure requirement/datapoint | Reference in document

ESRS 2 SBM-3 E1 Material impacts, risks and opportunities and their interaction with strategy and business model
155
ESRS 2 IRO-1 E1 Description of the process to identify and assess material impacts, risks and opportunities
175
ESRS E1-2 Policies related to climate change mitigation and adaptation
216
ESRS E1-3 Actions and resources in relation to climate change policies
218
ESRS E1-4 Targets related to climate change mitigation and adaptation
220
ESRS E1-5 Energy consumption and mix
232
ESRS E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions
236
ESRS E1-7 GHG removals and GHG mitigation projects financed through carbon credits
251
ESRS E1-8 Internal carbon pricing
252
ESRS E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities
252 – Phase-in
Pollution
ESRS 2 IRO-1 E2 Description of the processes to identify and assess material pollution-related impacts, risks and opportunities
177
Water and marine resources
ESRS 2 IRO-1 E3 Description of the processes to identify and assess material water and marine resources-related impacts, risks and opportunities
177
Biodiversity and ecosystems
ESRS 2 IRO-1 E4 Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks and opportunities
177
Resource use and circular economy
ESRS 2 IRO-1 E5 Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities
177
ESRS 2 SBM-2 S1 Interests and views of stakeholders
138
Own workforce
ESRS 2 SBM-3 S1 Material impacts, risks and opportunities and their interaction with strategy and business model
161
168 Consolidated Financial Statements as at 31 December 2025
Topic
Disclosure requirement/datapoint
Reference in document
ESRS S1-1 Policies related to own workforce
253
ESRS S1-2 Processes for engaging with own workers and workers’ representatives about impacts
256
ESRS S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns
257
ESRS S1-4 Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions
267
ESRS S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
269
ESRS S1-6 Characteristics of the undertaking’s employees
273
ESRS S1-7 Characteristics of non-employee workers in the undertaking’s own workforce
274
ESRS S1-8 Collective bargaining coverage and social dialogue
275
ESRS S1-9 Diversity metrics
277
ESRS S1-10 Adequate wages
278
ESRS S1-11 Social protection
278
ESRS S1-12 Persons with disabilities
279
ESRS S1-13 Training and skills development metrics
281
ESRS S1-15 Work-life balance metrics
282
ESRS S1-16 Compensation metrics (pay gap and total compensation)
283
ESRS S1-17 Incidents, complaints and severe human rights impacts
138
Affected communities
ESRS 2 SBM-2 Interests and views of stakeholders
162
Sustainability Report 169
Topic
Disclosure requirement/datapoint
Reference in document
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model
285
S3-1 Policies related to affected communities
287
S3-2 Processes for engaging with affected communities about impacts
288
S3-3 Processes to remediate negative impacts and channels for affected communities to raise concerns
288
S3-4 Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions
292
S3-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
139
ESRS 2 SBM-2 Interests and views of stakeholders
164
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model
293
S4-1 Policies related to consumers and end-users
295
S4-2 – Processes for engaging with consumers and end-users about impacts
299
S4-3 Processes to remediate negative impacts and channels for consumers and end-users to raise concerns
301
S4-4 Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and end- users, and effectiveness of those actions
315
Consumers and end-users
S4-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
105
Business conduct
ESRS 2 GOV-1 G1 The role of the administrative, management and supervisory bodies
178
170 Consolidated Financial Statements as at 31 December 2025
Topic
Disclosure requirement/datapoint
Reference in document
ESRS 2 IRO-1 G1 Description of the process to identify and assess material impacts, risks and opportunities
317
ESRS G1-1 Corporate culture and business conduct policies and corporate culture
321
ESRS G1-3 Prevention and detection of corruption and bribery
93
ESRS G1-4 Confirmed incidents of corruption or bribery
324
Sustainability Report 171
The following table contains all datapoints that derive from other EU legislation listed in Appendix B to ESRS 2 and where they can be found in the consolidated sustainability Report, including those that Mediobanca has assessed as not material. The above datapoints whose information was omitted by Mediobanca in the first reporting year (referred to as phased-in) are also specified.
Table 9: Datapoints that derive from other EU legislation

Disclosure requirement and related datapoint | Page
ESRS 2 GOV-1 Board’s gender diversity - Paragraph 21 (d) | 111
ESRS 2 GOV-1 Percentage of board members who are independent - Paragraph 21 (e) | 111
ESRS 2 GOV-4 Statement on due diligence - Paragraph 30 | 124
ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities - Paragraph 40 (d) i | 131
ESRS 2 SBM-1 Involvement in activities related to chemical production - Paragraph 40 (d) ii | 131
ESRS 2 SBM-1 Involvement in activities related to controversial weapons - Paragraph 40 (d) iii | 131
ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco - Paragraph 40 (d) iv | 131
ESRS E1-1 Transition plan to reach climate neutrality by 2050 - Paragraph 14 | 216
ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks - Paragraph 17 | 216
ESRS E1-4 GHG emission reduction targets - Paragraph 34 | 219
ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) - Paragraph 38 | 235
ESRS E1-5 Energy consumption and mix - Paragraph 37 | 233
ESRS E1-5 Energy intensity associated with activities in high climate impact sectors - Paragraphs 40 to 43 | 236
ESRS E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions - Paragraph 44 | 238
ESRS E1-6 Gross GHG emissions intensity - Paragraphs 53 to 55 | 248
ESRS E1-7 GHG removals and carbon credits - Paragraph 56 | 251
ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks - Paragraph 66 | 252 -Phase-in
ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical risk - Paragraph 66 (a) | 252 -Phase-in
ESRS E1-9 Location of significant assets at material physical risk - Paragraph 66 (c) | 252 -Phase-in
ESRS E1-9 Breakdown of the carrying value of its real estate assets by energy-efficiency classes - Paragraph 67 (c) | 252- Phase-in
ESRS E1-9 Degree of exposure of the portfolio to climate-related opportunities - Paragraph 69 | 252 - Phase-in
ESRS E2-4 Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil - Paragraph 28 | Non-material
ESRS E3-1 Water and marine resources - Paragraph 9 | Non-material
ESRS E3-1 Dedicated policy - Paragraph 13 | Non-material
ESRS E3-1 Sustainable oceans and seas - Paragraph 14 | Non-material
ESRS E3-4 Total water recycled and reused - Paragraph 28 (c) | Non-material
ESRS E3-4 Total water consumption in m 3 per net revenue on own operations - Paragraph 29 | Non-material
ESRS 2- SMB-3 - E4 Paragraph 16 (a) | Non-material
ESRS 2- SBM-3 - E4 Paragraph 16 (b) | Non-material
ESRS 2- SBM-3 - E4 Paragraph 16 (c) | Non-material
ESRS E4-2 Sustainable land / agriculture practices or policies - Paragraph 24 (b) | Non-material
ESRS E4-2 Sustainable oceans / seas practices or policies - Paragraph 24 (c) | Non-material
ESRS E4-2 Policies to address deforestation - Paragraph 24 (d) | Non-material
ESRS E5-5 Non-recycled waste - Paragraph 37 (d) | Non-material
ESRS E5-5 Hazardous waste and radioactive waste - Paragraph 39 | Non-material

172 Consolidated Financial Statements as at 31 December 2025

ESRS 2- SBM3 - S1 Risk of incidents of forced labour - Paragraph 14 (f) | Non-material
ESRS 2- SBM3 - S1 Risk of incidents of child labour - Paragraph 14 (g) | Non-material
ESRS S1-1 Human rights policy commitments - Paragraph 20 | 253
ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8 - Paragraph 21 | 254
ESRS S1-1 Processes and measures for preventing trafficking in human beings - Paragraph 22 | Non-material
ESRS S1-1 Workplace accident prevention policy or management system - Paragraph 23 | Non-material
ESRS S1-3 Grievance/complaints handling mechanisms - Paragraph 32 (c) | Non-material
ESRS S1-14 Number of fatalities and number and rate of work- related accidents - Paragraph 88 (b) and (c) | Non-material
ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness - Paragraph 88 (e) | Non-material
ESRS S1-16 Unadjusted gender pay gap - Paragraph 97 (a) | 281
ESRS S1-16 Excessive CEO pay ratio - Paragraph 97 (b) | 281
ESRS S1-17 Incidents of discrimination - Paragraph 103 (a) | 283
ESRS S1-17 Non-respect of UNGPs on Business and Human Rights and OECD guidelines - Paragraph 104 (a) | 283
ESRS 2- SBM3 – S2 Significant risk of child labour or forced labour in the value chain - Paragraph 11 (b) | Non-material
ESRS S2-1 Human rights policy commitments - Paragraph 17 | Non-material
ESRS S2-1 Policies related to value chain workers - Paragraph 18 | Non-material
ESRS S2-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines - Paragraph 19 | Non-material
ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8 - Paragraph 19 | Non-material
ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain - Paragraph 36 | Non-material
ESRS S3-1 Human rights policy commitments - Paragraph 16 | 285
ESRS S3-1 Non-respect of UNGPs on Business and Human Rights, ILO principles or and OECD guidelines - Paragraph 17 | Non-material
ESRS S3-4 Human rights issues and incidents - Paragraph 36 | Non-material
ESRS S4-1 Policies related to consumers and end-users - Paragraph 16 | 293
ESRS S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines - Paragraph 17 | 294
ESRS S4-4 Human rights issues and incidents - Paragraph 35 | 293
ESRS G1-1 United Nations Convention against Corruption - Paragraph 10 (b) | 317
ESRS G1-1 Protection of whistle-blowers - Paragraph 10 (d) | 319
ESRS G1-4 Fines for violation of anti- corruption and anti-bribery laws - Paragraph 24 (a) | 324
ESRS G1-4 Standards of anti- corruption and anti-bribery - Paragraph 24 (b) | 324

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Sustainability-related policies (MDR-P)
The topics and sub-topics found to be material in the Double Materiality analysis have been addressed in detail in at least one of the policies described below. Each policy includes the essential factors, a description of the content, the person responsible for implementation, and the stakeholder engagement methods.
All policies, codes of conduct, and ethical principles of conduct are submitted to Mediobanca Board of Directors for approval. All internal regulations are made available on the company intranet.
The Directives are approved by the Chief Executive Officer, the General Manager, or the relevant Committee, depending on the delegated powers and the Directive’s scope of application.
Mediobanca ensures that its regulatory framework is effective by carrying out ongoing monitoring activities and by updating the entire system of internal regulations in a timely manner, thereby guaranteeing compliance with any developments in the legislation and with changes in the operating scenario, both internal and external.
The approval process for internal regulations is defined on the basis of the document hierarchy (“Governance Rules”, “Directive Rules” and “Operating Rules”) and of the specific type of document. Governance Rules (Policies, Regulations and Codes) and any related updates are approved by the Board of Directors, while other documents are subject to different approval levels depending on their type.
A simplified approval process may also be used for updates involving non-material / non-substantial changes resulting from organisational and/or regulatory developments. At Mediobanca, the “materiality” of such changes is agreed between the drafting unit and/or the Process Owner and the relevant second-level Control Functions and/or the Manager in Charge, together with Organization & Demand Management and, in the case of Policies, Codes and Regulations, also with Group Corporate Affairs.
The regulations issued by Mediobanca may apply solely to Mediobanca, or may be extended to all, or to a subset of, the subsidiaries within its scope of control, depending on the applicability of the regulated topic and in any case based on the instructions provided by Mediobanca.
For Mediobanca regulations that are also applicable to subsidiaries, the Process Owner defines the perimeter of the Companies to which the regulation applies, in
174 Consolidated Financial Statements as at 31 December 2025
coordination with Group Organization & Demand Management and, for Governance Rules (including Policies), also with Group Corporate Affairs.
Subsidiaries adopt the regulations according to two methods:
―“Straightforward adoption”: the regulation approved by Mediobanca is adopted by the subsidiary without the need for adjustments to reflect local operational, business or regulatory contexts;
―“Customised adoption”: the regulation issued by Mediobanca is adapted by the receiving subsidiary to reflect its specific operational, business or regulatory needs.
The method of adoption is determined by the subsidiary, based on the content of the document, its own operating model, and Mediobanca’s instructions.
Sustainability Policy
Mediobanca has adopted a strategy focused on sustainable growth, on empowering people, on awareness of the social context, and on the reduction of direct and indirect environmental impacts. This strategy is based on the conviction that ethics and profit should not be seen in opposition to each other, because long-term economic growth cannot be achieved at the expense of balanced social and environmental growth as well. To achieve these objectives, Mediobanca has adopted an approach aimed at identifying, assessing, preventing, and reducing potential reputation and operational impacts. The Sustainability Policy governs the direct impacts, identifying the roles, responsibilities, and sustainability issues considered to be priorities, including:
―Measures to tackle bribery and corruption;
―Protection of human rights;
―Diversity, equity and inclusion;
―Financial inclusion and health;
―Climate change and the environment.
The Policy applies to Mediobanca and its subsidiaries in the countries in which they operate, and is consistent with the Code of Ethics, the Code of Conduct, the Organizational Model adopted pursuant to Italian Legislative Decree No. 231/01 (where applicable), as well as all its other corporate policies, guidelines, procedures,
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directives, and related provisions. In some countries, specific regulations have been introduced by Polus Capital Management and Arma Partners in compliance with the UK Modern Slavery Act 2015.
Mediobanca has based its Sustainability Policy on the Ten Principles of the Global Compact, of which it is a member, undertaking to sharing and applying principles deriving from the Universal Declaration of Human Rights, the ILO Declaration, the Rio Declaration, and the United Nations Convention against Corruption.
Mediobanca monitors and communicates its own and its subsidiaries’ performances transparently, raising employee awareness through information and training programmes and evaluating suppliers based on sustainability indicators. The Policy is available on the company intranet and on the corporate website, in Italian and English.
The Group Sustainability unit is responsible for preparing, implementing, and updating the Policy. This unit reports to the General Manager, supporting him in managing sustainability issues and ensuring that the correct positioning is adopted on these issues across the various operational areas. The Policy is approved by the Board of Directors of Mediobanca. Consistent alignment with the best international practice is also guaranteed through regular benchmarking and scenario analysis, to ensure that stakeholders’ expectations are met effectively, even when they are not directly involved in the revision process.
176 Consolidated Financial Statements as at 31 December 2025
ESG Policy
Mediobanca and its subsidiaries incorporate environmental, social, and governance principles into its management criteria to identify, assess, prevent, and reduce potential reputation and operational risks arising from loans and investments in assets and/or counterparties operating in business sectors deemed not to be socially responsible. This Policy defines the general principles and guidelines for assessing ESG factors in business decision-making processes. Specifically, the guiding principles of the Policy aim to:
―Promote awareness and adoption of responsible lending and investment principles and processes;
―Reduce any indirect risks and impacts associated with the activities managed;
―Avoid involvement in activities in breach of the principles of ethics and integrity on which Mediobanca’s way of doing business is founded.
The Policy, proportionally and gradually, applies to the following activities:
―Lending and credit line operations for credit and counterparty risk;
―Corporate and investment banking operations (equity and debt capital markets, M&A and debt advisory, and capital market solutions);
―Proprietary investments in financial instruments;
―Investments on behalf of customers through portfolio management services on an individual or on a collective basis;
―Investment advisory services;
―Structuring complex products and distributing non-personalized recommendations.
The following are outside the scope of the Policy:
―Products managed passively that replicate the performance of a specific index (e.g., ETFs);
―Individual and collective asset management with benchmarks, whose exclusion criteria are assessed to limit the distorting effects of the non-replicability of the benchmark;
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―Asset management mandates (individual or collective) mandates issued to third parties in place as at 1 October 2021;
―Feeder funds managed by Mediobanca subsidiaries established before 1 July 2024;
―Proprietary investments as part of trading operations.
Enhanced measures have been defined for those areas in which Mediobanca has identified a greater potential impact, in particular in lending and proprietary investment activities, for which specific controls and monitoring mechanisms have been introduced. These measures apply to sectors that may be most impacted and/or may be impactful from a social and environmental standpoint, such as forestry, agriculture, livestock farming, fishing, mining, energy, oil and gas, infrastructure, and transport.
Mediobanca has based its ESG Policy on the following principles: Universal Declaration of Human Rights; the Ten Principles of the United Nations Global Compact; International Labour Organization (“ILO”) Declaration on Fundamental Principles and Rights at Work; Eight ILO Conventions on Human Rights; ILO Convention 169 on the Rights of Indigenous and Tribal Peoples; Rio Declaration on Environment and Development; United Nations Convention against Corruption; 17 UN Sustainable Development Goals (SDGs); UN Guiding Principles on Business and Human Rights; OECD Guidelines for Multinational Enterprises; European Pillar of Social Rights; Principles for Responsible Banking, of which Mediobanca is a signatory, and the objectives of the Net Zero Banking Alliance, of which it has been a member since 2021 (an alliance originally promoted by the United Nations, subsequently transformed in November 2025 into a reference framework whose guidelines Mediobanca follows in order to align its credit and investment portfolios with net-zero emissions by 2050, in line with the objectives set by the Paris Agreement, hereinafter also ‘NZBA’).
On 30 July 2025, the Board of Directors of Mediobanca approved an updated version of the ESG Policy, and monitors its implementation. The Group Sustainability unit is responsible for the preparation, implementation and generally annual update of the Policy.”
178 Consolidated Financial Statements as at 31 December 2025
Human Resource Management Policy
A Human Resources Management Policy has also been adopted, to guarantee that staff have the necessary skills to carry out their responsibilities. The Policy describes the tasks and responsibilities of the units and bodies involved in personnel management, from the Board of Directors to the Chief Executive Officer/General Manager to Group HR, in line with other relevant policies and codes.
The Human Resources Management Policy applies to Mediobanca and all its subsidiaries, and is based on fundamental principles of equal importance: sustainability, human rights, ethics and integrity, dignity and freedom, meritocracy, diligence, equality and inclusion, health and safety, confidentiality and privacy.
The following topics are addressed in the Human Resources Management Policy:
―Staff selection: each selection process encourages applications from qualified individuals and is exclusively based on merit, pursuing gender pay equity;
―Staff management and inclusion: Mediobanca pursues gender balance at all corporate levels and appreciates the value of people with disabilities, regardless of their age and length of service, nationality, culture, or religious background, ensuring a positive and respectful work environment. The subsidiaries also pursue policies to facilitate a balance between personal life and organizational needs;
―Staff evaluation, career progression process, and succession planning: professional development is essential to the growth of Mediobanca and its people, who benefit from appropriate training, practical experience, mobility across positions, performance evaluations, and a merit-based process for career advancement and promotion;
―Staff remuneration and incentivization policy: Mediobanca aims to attract and retain highly professional and ethical resources;
―Training: professional training and development are key elements in the process of developing people;
―Staff health, safety, and well-being: worker health and safety are priorities.
The policy is guided by the principles of the core conventions of the ILO (International Labour Organisation), the UN Guiding Principles on Business and
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Human Rights, the principles of the United Nations Environment Programme Finance Initiative (UNEP FI) and the Rio Convention.
The Group HR & Organisation unit is responsible for drafting, implementing and updating the Policy.
Diversity, Equity and Inclusion Code
Mediobanca has adopted a Diversity, Equity and Inclusion Code (the “Code”) with the aim of promoting an inclusive corporate culture that protects diversity and equity while avoiding all forms of discrimination. The Code protects gender and pay equality and promotes the employment and inclusion of people with disabilities. To this end, a series of measures has been put in place to prevent violence and harassment in the workplace.
The principles of the Code apply to all employees, including apprentices, interns, staff employed through temporary employment agencies, financial advisors, members of the administrative, supervisory, and control bodies, as well as visitors, customers, and suppliers.
The Mediobanca Board of Directors is the highest management body and is responsible for approving the Policy and the Code. The Group HR & Organization area is responsible for implementing these policies. Within Group HR & Organization, the Diversity, Equity, Inclusion & Belonging unit is responsible for enhancing all forms of diversity and for implementing and updating the Code. Furthermore, the Disability Manager is responsible for empowering people with disabilities, improving their working conditions and acting as a contact person for them.
Directive on discriminatory and abusive behaviour, bullying and harassment
Mediobanca has also adopted a Directive on discriminatory and abusive behaviour, bullying and harassment, pursuing the aim to ensure equal treatment for its employees and all resources with a professional relationship with Mediobanca (apprentices, interns, freelancers, temporary workers, etc.), as well as candidates for professional positions, and to protect their health and physical and mental well-being.
This Directive, disseminated, made available in Italian and English and accessible to all personnel on the company intranet and on the Mediobanca website, applies to employees of Mediobanca and its subsidiaries, hired under permanent or fixed-term
180 Consolidated Financial Statements as at 31 December 2025
contracts, full-time or part-time, apprenticeships, temporary workers, and interns. Furthermore, the obligations contained in the Directive apply to all acts committed or suffered by workers within or outside Mediobanca, whether during work or during social interactions.
Although the Directive is based on best practices (to address the potential emergence of such events with a procedure), it has not been structured according to any standard nor does it take inspiration from any specific initiatives. The need to monitor this issue emerged through engagement/survey initiatives, following which Mediobanca took steps to implement a procedure.
The General Manager of Mediobanca is the highest management body and as such is responsible for approving the Directive. Group Human Capital, Organization and Change is responsible for ensuring that the Directive is complied with.
Policy on Transparency in Customer Relations and Consumer Protection
This Policy defines the rules and principles of transparency and fairness in customer relations, linking the general principles of external regulations (regarding transparency and consumer protection) with those laid down in corporate regulations.
The goal is to protect customers, considered a key stakeholder, promote a culture of regulatory compliance to mitigate legal and reputational risks, and increase public trust in banking and financial institutions, thus contributing to the stability of the financial system.
The Policy is addressed to all employees and collaborators. Mediobanca’s subsidiaries apply the Policy based on the principle of proportionality and depending on their own operations, developing additional operating procedures as necessary.
The Mediobanca Board of Directors approves the Policy, while the heads of operational areas and company units ensure it is disseminated and complied with.
Complaints Management Policy
This Policy lays down the general principles, approach, and rules for handling customer complaints, ensuring that the process is consistent, harmonized, and standardized, while maintaining the flexibility necessary for the specific needs of individual companies.
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The Policy complies with Supervisory Measures on the transparency of banking and financial transactions and services, which require a complaints management policy to be approved and regularly reviewed by the strategic supervisory body, which is also responsible for its proper implementation. The EBA-ESMA-EIOPA Joint Committee Guidelines (2018) on complaints management, Testo Unico Bancario (TUB, Italian Consolidated Banking Act), the Bank of Italy’s provisions on transparency and customer protection, the CONSOB regulation on Arbitro per le Controversie Finanziarie (ACF, Financial Dispute Arbitration Service), Testo Unico della Finanza (TUF, Italian Consolidated Law on Finance) and the implementing regulations on financial intermediaries, the regulation on payment services and private insurance (IVASS), the PRIIPs Regulation, and Delegated Regulation (EU) 2017/565 (MiFID II), are also relevant.
Each Mediobanca subsidiary subject to complaints regulations under national law has prepared a similar document and adopted appropriate operating procedures.
The Mediobanca Board of Directors approves the Policy, while the Compliance unit reviews the document and assesses any changes.
Information Security Policy
This Policy describes the goals and general principles adopted by Mediobanca to protect its IT system and information assets, ensuring security and compliance with internal and external regulations. The objective is to protect the availability, authenticity, integrity, and confidentiality of the customer data, services, and IT assets of Mediobanca and its subsidiaries, ensuring the quality of financial services even in case of adverse events.
The Policy covers: organizational aspects of security; information security training and awareness; physical and environmental security; logical access control; information systems management; telecommunications network management; acquisition, development, and maintenance of information systems; third-party management; IT incident management; security in business continuity management; compliance; and lastly IT asset management.
The Policy complies with applicable regulations, including: Bank of Italy Circular No. 285/2013, with reference to the EBA Guidelines on ICT risks and outsourcing; Regulation (EU) 2016/679 (GDPR) and its national amendments (Legislative Decrees No. 196/2003 and No. 101/2018); Regulation (EU) 2022/2554 (DORA) and Delegated Regulation (EU) 2024/1774 on digital operational resilience; Legislative
182 Consolidated Financial Statements as at 31 December 2025
Decree No. 231/2001 on the administrative liability of entities; Legislation on industrial and intellectual property (Legislative Decree No. 30/2005, Law No. 633/1941, Legislative Decree No. 518/1992); Law No. 262/2005 on the protection of savings; Law No. 547/1993 on computer crime.
The Policy, approved by the Mediobanca Board of Directors, applies to all the processes and resources of both the Bank itself and its subsidiaries, including external collaborators and partners involved in managing and processing information. The principles are applied in the form of security measures proportionate to the activities performed and findings of the IT risk analysis.
IT Risk Management Policy
This Policy defines the organizational and methodological framework for managing IT risks (ICT and security), in line with the DORA Regulation on digital operational resilience for the financial industry. The objective is to effectively protect IT resources and tailor mitigation measures to the appropriate level of risk. The Policy lays down the general principles and organizational process for assessing and managing IT risks; the methods for implementing and documenting risk management measures; the rules for managing residual risks and monitoring vulnerabilities and threats; and the integration of IT risk management with business and digital operational resilience strategies.
The Policy, approved by the Mediobanca Board of Directors, which takes on overall responsibility for directing and supervising the IT risk management process, is addressed to all the subsidiaries, which apply its provisions according to the principle of proportionality, taking into account the size, operational complexity, and nature of their business activities.
Code of Ethics
The Code of Ethics contains references and guiding principles, complementary to legal and self-regulatory obligations, which guide conduct consistent with Mediobanca’s mission and core values. Mediobanca is committed to complying with applicable legislation in every geographical area and field of activity, and with the principles of international conventions on human rights, labour protection, fight against corruption, organized crime, and international terrorism.
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The principles of the Code of Ethics govern relationships with customers, shareholders, employees, suppliers, public institutions, and other third parties. These principles include:
―Fairness and honesty: pursuit of fair conduct, professional ethics, credit quality, and prevention of corruption.
―Impartiality: Mediobanca and its subsidiaries avoid any form of discrimination based on age, gender, racial or ethnic origin, nationality, political opinions, religious or sexual orientation, or health status.
―Professionalism and resource development: constant commitment to improvement and innovation, with professionalism, passion, and collaboration from staff.
―Confidentiality: protection of personal data and information, in compliance with privacy regulations.
―Conflicts of interest: proper management of actual or potential conflicts of interest, ensuring the necessary transparency to the market.
―Transparency and completeness of information: dissemination of truthful, complete, transparent, and accurate information to enable recipients to make informed decisions.
―Health protection: as a guarantee of a safe and healthy work environment, in compliance with applicable legislation.
―Environmental protection: awareness of environmental protection as a primary asset, ensuring compatibility between business initiatives and environmental needs.
―Copyright and industrial property protection: pursuit of a culture of compliance with the law, regulations, and corporate standards regarding copyright and industrial property protection.
―Use of company assets: dissemination of the principles of integrity, fairness, and responsibility to safeguard the assets of Mediobanca and its subsidiaries, preventing their fraudulent or inappropriate use.
The Code of Ethics applies to Directors, Statutory Auditors, managers, employees, interns, temporary workers, and all parties with whom the Bank enters into supply and consulting agreements.
184 Consolidated Financial Statements as at 31 December 2025
Updates to the Code, approved by the Mediobanca Board of Directors, are disseminated to recipients and the public through paper and/or electronic communications, the company intranet system, and publication on the websites of subsidiaries. The Compliance Function is responsible for preparing, implementing and updating the Code.
Code of Conduct
Together with the Code of Ethics, the Code of Conduct defines the fundamental principles underlying the Bank’s reputation and the values that inspire its daily operations. It describes the standard of conduct required of all employees and collaborators, including suppliers and consultants, of Mediobanca and of the companies that have adopted it.42
The Board of Directors approves the Code of Conduct and any relevant updates, which are then published on the Bank’s intranet and notified by email to all interested parties. All the Bank’s employees and collaborators, including suppliers and consultants (jointly, the “Recipients”), should be aware of the Code of Conduct and ensure their behaviour is based on the principles and values set forth therein. In particular, they are required to:
―Comply with external and internal regulations applicable to their activities or tasks;
―Complete training initiatives organized by the Bank on relevant regulations;
―Pursue the dissemination of a culture of ethics, serving as a positive role model for their colleagues;
―Promptly report any violations and cooperate in indepth investigations.
The heads of the organizational units are required to ensure that the recipients under their supervision maintain the highest ethical and professional standards.
Principles of Tax Conduct
The correct adoption of applicable tax regulations is vital for the Bank and its stakeholders. Maintaining fair, transparent, and responsible conduct enhances and
42 The companies currently excluded from the scope of the Code of Conduct are: Heylight, MB Funding Lux, MB International Immobilière and Polus Capital Management US INC.
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protects reputation, credibility, and consensus over time. For this reason, the “Principles of Tax Conduct” approved by Mediobanca’s Board of Directors have been adopted.
This document provides guidelines for Mediobanca and its subsidiaries to apply tax regulations in Italy and elsewhere. Mediobanca’s tax strategy is a key component of the Tax Control Framework (TCF), which is needed in order to be granted permission to apply the collaborative compliance regime (under Italian Legislative Decree No. 128/2015, which aims to strengthen collaboration between the Italian Revenue Agency and taxpayers), permission to apply which has been obtained by Mediobanca S.p.A., Compass Banca and Mediobanca Premier.
The principles of tax conduct are based on the Code of Conduct and the Code of Ethics, an integral part of the Organization, Management and Control Model instituted pursuant to Italian Legislative Decree No. 231/2001, which establishes standards of conduct for the employees. The system of regulations and procedures conforms to the tax compliance requirements set by the Bank of Italy and draws inspiration from the highest control levels recommended by the OECD.
The Chief Executive Officers and the Administrative Directors (or equivalent figures) of the individual subsidiaries are responsible for applying these principles to decisions on tax matters and related administrative activities. The document is published on the Bank’s corporate website and is regularly reviewed by Mediobanca’s Board of Directors with the support of the Tax unit.
Non-Compliance Risk Management Policy
Mediobanca has adopted a Non-Compliance Risk Management Policy, which defines the principles and process to manage compliance risk for Mediobanca and its subsidiaries. The policy has also been implemented by the main subsidiaries 43 and published on the company intranet.
The Mediobanca Board of Directors defines the guidelines for the internal control system, ensuring that they are consistent with the chosen strategic direction and risk appetite, and that they are capable of capturing the evolution of corporate risks and their interaction. The Board is responsible for the overall direction and supervision of
43 The subsidiaries Messier et Associés Ltd, MIS, Mediobanca Covered Bond, Quarzo, Spafid Trust, Polus Capital Management Group, CMB Real Estate Development, Arma Partners Corporate Finance, Arma Deutschland, MB Funding Lux, and Mediobanca International Immobilière have not adopted this policy.
186 Consolidated Financial Statements as at 31 December 2025
the non-compliance risk management system and, after approving the Policy, it lays down the rules for managing non-compliance risks.
All employees, including interns, temporary workers, and collaborators, are primarily responsible for preventing a risk of non-compliance by appropriately applying internal regulations and complying with the following principles:
―Acting with integrity, diligence, and professionalism;
―Knowing and complying with internal regulations and the general principles of external regulations;
―Participating in training initiatives organized on compliance issues.
Fraud Risk Management Policy
The Fraud Risk Management Policy establishes applicable principles for the definition of a fraud management framework. It describes the macro-phases of the management framework adopted, the organizational process setting forth the responsibilities and duties of corporate bodies and company units, and the information flows established. The types of fraud covered by the Policy include:
―Unauthorized activities;
―Fraud and theft by internal and external personnel;
―System security attacks;
―Corruption;
―Embezzlement;
―Financial reporting fraud.
By implementing the Policy, Mediobanca complies with existing external regulations regarding fraud risk management. The document, prepared by the Group Risk Management unit and approved by the Board of Directors, is addressed to employees and collaborators of Mediobanca and its subsidiaries. The latter apply these provisions according to the principle of proportionality, taking into account the size, operating context, and nature of their business activities. The Policy is published on the Bank’s official website and is prepared and updated by Group Risk Management.
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188 Consolidated Financial Statements as at 31 December 2025
Anti-Corruption Directive
The Anti-Corruption Directive defines the principles for identifying and preventing potential corruption incidents, thus protecting the Bank’s integrity and reputation. It outlines the established anti-corruption process, general principles, tasks and responsibilities of the relevant units, and internal controls adopted.
The Directive, published on the company intranet, applies to Mediobanca and its Italian subsidiaries,44 which adapt its content based on their specific business needs and local regulatory requirements. The Directive’s recipients are employees, temporary workers, interns, consultants, and agents, as well as collaborators whose relationships require them to be included in the company organization.
The Directive was drafted on the basis of international standards for combating corruption, with particular reference to the United Nations Convention against Corruption and the Organisation for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
The General Manager of Mediobanca is responsible for fostering a culture of corruption risk management. By approving the Directive, he plays an active role in defining and enforcing the standards of behaviour to combat corruption, ensuring ongoing supervision of the required conduct.
Whistleblowing Policy
The Whistleblowing Policy, approved by the Mediobanca Board of Directors and published on the company intranet, establishes the principles, methods, and safeguards for the proper management of reports, ensuring the confidentiality of the individuals involved. The Policy specifically applies to the following violations:
―Offences relating to services, products, and financial markets; prevention of money laundering and terrorist financing; consumer protection; privacy and personal data protection; network and information system security; environmental protection; public procurement;
―Fraud against the (Italian) State or the EU; violations of competition and corporate tax rules;
44 Mediobanca, Mediobanca Premier, Compass Banca, Compass Link, Compass Rent, MB Solutions, MBCredit Solutions, MBFacta, MB SGR MIS, Quarzo, Selma, Spafid, and Spafid Trust.
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―Relevant offences under Italian Legislative Decree No. 231/2001 and violations of the Organization and Management Model drawn up by the Company.
Complaints related to personal interests concerning the reporting party’s employment relationship do not fall within the scope of whistleblowing channels. Any reports regarding HR issues (e.g., harassment, bullying, equal opportunities) are handled according to internal regulations, which are consistent with the established whistleblowing measures according to the principle of proportionality.
The Policy applies to all employees of Mediobanca and its subsidiaries, regardless of their contractual status, including temporary staff, interns, consultants, and collaborators who operate on the basis of relationships that determine their inclusion within the company organization. It is published on the company intranet. The procedures for submitting reports through dedicated channels, which are also open to non-employees, are published on the company website. Furthermore, reports from suppliers, shareholders, members of corporate bodies, candidates during the selection process, and individuals who no longer have relationships with the Company (if the report concerns events that occurred while the relationship was still in place) are managed in accordance with the principles set forth in the Policy.
The companies falling within the scope of industry whistleblowing regulations (Mediobanca, Spafid, MIS, CMB Monaco, Mediobanca International, Compass Banca, Mediobanca Premier, MB Credit Solutions, Selma, Mediobanca Securities, MBFACTA, Polus Capital Management, Mediobanca Management Company, Mediobanca SGR, RAM Active Investments, Messier et Associés SAS, and Arma Partners LLP) have adopted the Policy and established channels for internal reporting. External reporting is also possible through the channels established by the Supervisory Authorities responsible for supervising the companies’ activities. Instructions for submitting reports and the reference websites of the Supervisory Authorities are available on the Mediobanca website.
The Policy has been drafted in accordance with external regulations (specifically, Article 52-bis of the Italian Consolidated Banking Act, (TUB) Article 4-undecies of the Italian Consolidated Finance Act, (TUF) Article 6 of Italian Legislative Decree No. 231/2001, Article 48 of Italian Legislative Decree No. 231/2007, and section VIII, chapter 3, Bank of Italy Circular No. 285/2013). The Compliance unit reviews the Policy at least annually to assess whether any changes are needed in accordance with the internal regulations.
190 Consolidated Financial Statements as at 31 December 2025
Anyone who engages in retaliatory, discriminatory, or unfair conduct toward the reporting party and other persons involved in the report may be subject to disciplinary action, where applicable.
The Compliance Function is responsible for preparing, implementing and updating the Code.
Conflict of Interest Management Policy
The Policy, drafted in accordance with the provisions of the relevant legislation, describes the methods for identifying and managing conflicts of interest, including potential conflicts, which could harm the interests of the company, or of one or more of its customers, by impacting its ability to act independently.
Given its diverse business models and customer types, Mediobanca has adopted a decentralized approach that assigns the responsibility for identifying and, where necessary, managing any conflicts of interest that arise internally to each subsidiary, where required by applicable legislation. However, information flows have been established between the companies that perform activities relevant to this Policy to ensure the identification of potential conflicts of interest arising from the various entities’ activities.
The Compliance Unit is, among other things, responsible for ensuring adequate awareness among the relevant departments and, at least annually or otherwise when significant changes are made to the business model or regulatory changes are enacted, for verifying that the Policy and the established conflict management model are capable of adequately protecting customer interests and, if necessary, proposing any necessary amendments.
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Money Laundering and Terrorist Financing Risk Management Policy
The Money Laundering and Terrorist Financing Risk Management Policy, drafted in accordance with applicable regulations, defines the money laundering and terrorist financing risk governance model for Mediobanca and its subsidiaries in terms of: general principles of the risk management model, operational principles in risk management, organizational model adopted, and responsibilities and duties of the Bank’s corporate bodies and corporate units.
At least annually, the General Manager, with the support of the Mediobanca Anti-Money Laundering Unit, reviews the Policy to assess any changes to be made in accordance with the internal regulations.
The Policy is addressed to all employees and collaborators of the Bank and its subsidiaries.45 Each employee is therefore responsible for compliance with the regulations in the performance of their duties.
The Heads of operational areas and corporate units promote the dissemination of, and compliance with, the Policy among their employees, with the support of the appointed Head of Company Anti-Money Laundering.
Regulations on the Management of Confidential and Inside Information
The Regulations, drafted in accordance with applicable legislation, contains provisions regarding the management of confidential information and the management and disclosure of inside information, pursuant to the EU Regulation on Market Abuse, concerning Mediobanca, its subsidiaries, and customers and counterparties. The subsidiaries have adopted similar provisions to ensure the appropriate management of confidential and inside information generated within their scope, in particular with reference to information that may be relevant to financial instruments issued by Mediobanca.
The Compliance Unit reviews the document and evaluates any amendments, as defined in the Regulations approved by the Board of Directors.
45 Arma Partners, CMB Monaco, CMG Monaco, Compass Banca, Compass Link, Compass RE, HeyLight AG, MB Credit Solutions, MB Contact Solutions, MBFacta, Mediobanca Premier, Mediobanca SICAV, Mediobanca S.p.A., MB Securities USA, Mediobanca International (Lux), Mediobanca Management Co., Mediobanca SGR, Messier et Associés SAS, Polus Capital Management Limited, Polus Special Situations Fund GP Sarl, Polus Special Situations, Fund SCPs, Polus Special Situations Fund, Polus Investment Funds ICAV.
192 Consolidated Financial Statements as at 31 December 2025
For all the policies described above, more detailed information in relation to each material topic, as well as information on actions and targets, can be found in the topical chapters.
The methodologies and significant assumptions behind the metrics used for the material topics are also discussed in detail in each topical chapter of reference.
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References for Minimum Disclosure Requirements (MDR) on actions, metrics, and targets related to material sustainability topics
Information on the actions and targets related to the policies adopted by the Bank to manage material sustainability topics is illustrated and described in detail in the relevant topical ESRS.
The methodologies and significant assumptions behind the metrics used on material topics are also discussed in detail in each topical chapter of reference.
It should be noted that none of the metrics stated in the reporting have been validated by an external body other than the entity issuing the compliance certificate.
194 Consolidated Financial Statements as at 31 December 2025
II. Environmental Information
Information pursuant to Article 8 of Regulation (EU) 2020/852 (EU Taxonomy Regulation)
EU Taxonomy (Regulation [EU] 2020/852): scenario and reporting requirements
Regulation (EU) 2020/852 (referred to as “Taxonomy Regulation”) forms part of the regulatory framework put in place by the European Union with the aim of accepting the challenges posed by climate change and ensuring the continent’s transition towards carbon neutrality by 2050.
Recognizing the decisive role played by the financial sector in mobilizing the funds necessary in order to reach these ambitious objectives, through the Taxonomy Regulation the European Commission’s intention is to create a common language for the benefit of all market operators. In it, economic activities that contribute to at least one of the six environmental targets 46 set by the regulations are defined as environmentally sustainable, provided that they: do not materially damage any of the other objectives; are performed in accordance with the minimum guarantees in terms of safeguarding human rights and meet the criteria set out in the Delegated Acts to the Taxonomy Regulation.
The Taxonomy Regulation for Mediobanca and its subsidiaries
Mediobanca discloses Key Performance Indicators (KPIs),47 and has published the consolidated templates (including the data for its subsidiaries) required by the regulations in Annex I – Taxonomy Template of this document, in the format required by the Omnibus regulation that came into force in January 2026 (Commission Delegated Regulation EU 2026/73).
The disclosure is to be considered as “obligatory”, as the KPIs are calculated based on actual data recorded in the accounting and management systems of Mediobanca and its subsidiaries, and information made available directly by the counterparties, without using proxies or estimates.
46 The six environmental objectives are as follows: climate change mitigation, climate change adaptation, sustainable use and protection of water and marine resources, transition to a circular economy, pollution prevention and control, and protection and prevention of biodiversity and ecosystems.
47 As required by Regulation (EU) 2021/2178, which is part of the regulatory Framework on EU Taxonomy.
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It should be noted that, as required by regulations, these indicators were calculated with reference to the consolidation scope required by prudential regulations for reporting purposes (Corep reporting) and considering all on-balance sheet assets reported in accordance with the provisions of legislation governing Finrep reporting.
The exposures that contribute to the numerator for calculating the percentage of Taxonomy-eligible and Taxonomy-aligned assets compared to total loans to be stated in the template consist of:
―Retail exposures: in detail, “mortgage loans” and “motor vehicle loans”, for which the technical screening criteria and “Do No Significant Harm” (DNSH) criteria outlined in Annex I of the Climate Delegated Act have been used, as follows. With regard to mortgage loans, exposures to properties meeting the following characteristics were considered aligned with the Taxonomy:
―Construction date prior to 31/12/2020;
―Inclusion in the top 15% of the national/regional pool in terms of energy requirements, which may include energy classes A and B;
―No or low exposure to physical climate risks (landslides or flooding).
―Exposures in debt securities, loans and credit, and equity instruments versus corporate counterparties subject to CSRD/NFRD disclosure, for which it has been decided to use an info-provider to obtain the eligibility and alignment percentages published by the counterparties themselves in their sustainability disclosures.
Furthermore, with reference to the calculation methods used for the indicators disclosed, it should be noted that:
―Total Covered Assets represent 45.02% of Total Assets, and have been calculated as the sum of assets that contribute to the GAR numerator, in accordance with the new Omnibus regulations;
196 Consolidated Financial Statements as at 31 December 2025
―The values shown for the exposures refer to the Gross Carrying Amount.48
Also, with regard to the completion of the templates in Annex I, it should be noted that:
―Exposures in specialized lending and loans to local public authorities, due to their negligible amount, have not been considered for the purpose of identifying the numerator in the calculation of GAR;
―With reference to loans and credit granted to financial and non-financial counterparties, all such exposures have been treated as general lending.
The following table shows the consolidated KPIs, broken down by business area in which Mediobanca and its subsidiaries operate:
Table 10: Taxonomy – consolidated KPIs

| Revenue | Proportion of total group revenue | KPI turnover based | KPI CapEx based | KPI turnover based weighted | KPI CapEx based weighted
Banking | 3,018.3 | 94.14% | 4.32% | 5.76% | 3.44% | 4.58%
Asset Management | 187.9 | 5.86% | 5.58% | 8.14% | 1.15% | 1.67%
Total | 3,206.2 | 100% |  |  |  |
Average KPI |  |  |  |  | 4.58% | 6.25%

Reference is made to Annex I – Taxonomy Template for further details.
48) Under IFRS, for debt instruments recognized at amortized cost, the gross book value is the book value before adjustments, if any, to cover losses; while for debt instruments recognized at fair value recorded as other OCI items, the gross book value is amortized cost before adjustments, if any, to cover losses.
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The Taxonomy Regulation in the Mediobanca and its subsidiaries corporate strategy and product design
As previously mentioned in this Sustainability Report, Mediobanca has included qualitative and quantitative sustainability targets in its 2025-28 Strategic Plan.
Mediobanca’s determination to pursue ESG objectives, is further demonstrated by its application of the Green, Social and Sustainable Bond Framework, which defines rules and procedures to identify eligible projects and initiatives eligible for financing and refinancing through the proceeds raised. The framework is aligned with the Green Bond Principles (2021), the Social Bond Principles (2021) and the Sustainability Bond Guidelines (2021) issued by the ICMA (International Capital Market Association).
Numerous organizational and training initiatives have been implemented to raise awareness and increase capabilities in the Taxonomy area, for the purpose of perfecting the reporting process concerning Taxonomy-eligible and aligned assets, including through IT developments and internal training activities to increasingly incorporate the technical standards established in the EU Taxonomy Regulation delegated acts into the definition of the ESG products.
For further details on the representation of the indicators in the above tables, please refer to Annex I – Taxonomy Templates.
198 Consolidated Financial Statements as at 31 December 2025
E1 - Climate Change
Strategy
E1-1 - Transition plan for climate change mitigation
Mediobanca does not have a formally adopted transition plan for the reporting period under review. The preliminary guidance included in last year’s disclosure is no longer applicable, as the situation has changed as a result of Mediobanca becoming part of the BMPS Group. The transition plan for climate change mitigation will be defined as part of a centralized, top-down process at Parent Company level as and when appropriate. The process will lead to the development of a harmonized strategic framework, which will gradually be extended to Mediobanca as well, in accordance with the future reorganization of the different legal entities and changes in the sustainability governance of the new consolidated scope of reporting. For further information, see section BP-2 “Disclosures in relation to specific circumstances: events subsequent to the reporting date”.
E1-2 - Policies related to climate change mitigation and adaptation
Mediobanca’s climate change policies cover IROs identified as material in relation to climate change mitigation, climate change adaptation, and energy efficiency.
The Bank has adopted an approach aimed at identifying, assessing, preventing, and reducing potential direct reputation and operational impacts, as well as indirect impacts resulting from financing, and investing in, activities deemed to pose serious risks to the environment and society.
The environment is considered as a primary resource for human well-being, and guides corporate decisions to ensure compatibility between economic initiatives and environmental needs in compliance with regulations and corporate governance codes.
As outlined in the Sustainability Policy, Mediobanca has identified the following areas of action for the purpose of improving its impact on environment:
―reduction of direct environmental impact (Scope 1 and 2 emissions): energy savings, increased electricity supply from renewable sources, reduction of CO 2 emissions, and pursuit of sustainable mobility;
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―reduction of indirect environmental impact (Scope 3 emissions): integration of environmental, social, and governance criteria, including through the evaluation of Mediobanca’s main suppliers using ESG criteria;
―responsible management of natural resource consumption: reduction of consumption, use of recycled and/or FSC-certified paper, and gradual elimination of plastic.
The Sustainability Policy is valid for Mediobanca and its subsidiaries, in all geographical areas in which it operates, and the related impact on its own operations.
In addition, the ESG Policy defines the general principles and guidelines for assessing ESG factors in business decision-making processes relating to activities performed on its own account and those performed on behalf of its customers. The Bank does not engage in business activities that are contrary to its values or that violate principles and regulations, exposing it to serious regulatory or reputational risks.
Mediobanca has also defined a combination of negative and positive screening. By way of example, business activities are excluded if they involve companies convicted of severe environmental damage (e.g., spills of hazardous substances, deforestation, ecosystem destruction). Mediobanca and its subsidiaries adopt a precautionary approach when assessing transactions, excluding those that—based on available analyses—could generate significant negative impacts on areas with a high sensitivity to biodiversity.
Control measures have been established in areas identified by Mediobanca as having the highest potential impact, particularly in financing and own investment activities, where specific controls and monitoring mechanisms have been introduced. These measures apply to sectors with potentially high exposure and/or impact, such as forestry, agriculture, livestock, fisheries, mining, energy, oil and gas, infrastructure and transport. They demonstrate the Bank's commitment to supporting counterparties that contribute to climate change mitigation and adaptation, as well as the use of efficient and environmentally friendly energy sources. The sections “Biodiversity and Nature”, “Combating Climate Change” and “Sustainable Finance” within the specific Lending and Investment Policy describe Mediobanca’s environmental approach.
Specific restrictions apply to companies operating in coal mining or companies that generate more than 10% of their revenues from operations related to thermal coal and unconventional oil and gas (investigated across the entire value chain). Furthermore,
200 Consolidated Financial Statements as at 31 December 2025
Mediobanca and its subsidiaries do not grant new loans or renew loans granted to counterparties that have not formalized a commitment to phasing out their operations in the coal industry by 2030.
Actions
E1-3 Actions and resources in relation to climate change policies
Climate change poses significant challenges that require concrete actions and immediate solutions to pursue the transition to a low-carbon economy.
Own operations and direct and indirect energy consumption
The energy consumption of Mediobanca and its subsidiaries mainly derives from heating and cooling systems, data center and server room operations, office lighting, and the charging of electric vehicles in the corporate fleet. For all registered utilities, including data centers, only electricity from renewable sources is used.
During the reporting period, Mediobanca and its subsidiaries implemented several IT initiatives aimed at improving environmental data governance, from which even more solid reporting is expected —an essential basis for emission-reduction planning activities. Completed initiatives include:
―Development and enhancement of the ESG datamart;
―Deployment of ESG-related data-quality controls;
―Development of the “Sustainable Investments” calculation engine for Mediobanca SGR reporting.
For IT and Data Governance initiatives related to climate change, financial resources totaling €0.5 million were used in the reporting period, including €407 thousand in CapEx (classified as “Intangible assets”) and €65 thousand in OpEx (classified as “Other administrative expenses”). Further initiatives will be planned within the Parent Company’s strategic plan.
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Financed emissions
Mediobanca and its subsidiaries conducted monitoring activities to assess performance as at 31.12.2025 in relation to the previously defined decarbonization objectives, with the evolution of trends reported in section E1-4.
Targets
E1-4 Targets related to climate change mitigation and adaptation
Mediobanca, in the current year, does not have formally defined transition objectives. The preliminary targets disclosed in the previous year, associated with the transition plan for climate change mitigation then envisaged, are no longer applicable following integration into the BMPS Group. For more information, refer to section BP-2 “Update of the disclosures concerning events occurring after the reporting period.”
With a view to ensuring strategic continuity with what was presented in the previous reporting year, it was considered appropriate to report the 2025 targets on an ex-post basis, including the related delta versus the baseline year. This choice responds to the need to ensure transparency regarding the level of achievement of the objectives reached so far, providing readers with clear evidence of progress made against the commitments publicly undertaken.
Although the previous medium‑ to long‑term strategic outlook is no longer applicable following the integration into the BMPS Group, the publication of the results achieved against the 2025 targets makes it possible to preserve the traceability and informational consistency of the path undertaken, avoiding discontinuities in the reading of the commitments and in the assessment of the transition performance of Mediobanca and its subsidiaries.
With regard to financed emissions, although medium‑ and long‑term targets are no longer in place, it remains necessary—so as to enable the correct interpretation of the ex‑post values—to report the methodologies and scenarios used as the basis for defining the previous targets, presented below as ”final” emission values.
202 Consolidated Financial Statements as at 31 December 2025
Own emissions:
Mediobanca is committed to reducing its direct impact by using electricity sourced 100% from renewable energy and offsetting Scope 1 and Scope 2 market-based emissions. The metric is measured in relative-percentage terms to verify renewable-energy coverage across the defined perimeter. The baseline year remains aligned with the 30 June 2023 reporting, demonstrating continuity of commitment.
However, it is considered a priority to focus on reducing financed emissions (Scope 3), which represent more than 99% of total emissions, which are truly relevant to the main business activity. Compared to the latter, all other categories report irrelevant GHG values.
Financed emissions:
Mediobanca reports the final results against the objectives set for high-impact industrial sectors that are material within its lending and investment portfolio, covering the following legal entities, which represent almost all exposures: Mediobanca S.p.A., Mediobanca International, CMB Monaco, Mediobanca Premier S.p.A., Compass Banca S.p.A., MBFACTA S.p.A., and Selma. In absolute emission terms, the counterparties covered by the targets represent 21% of the GHG emissions represented in section E1-6 of the financed emissions (cat. 15 scope 3). It should be noted that in terms of gross book value, the final balance of the objectives covers 89% of the exposures falling within the most impactful sectors in the portfolio.
For the definition of the final emission values reported, the Sectoral Decarbonization Approach (SDA), developed by the Science Based Targets initiative (SBTi), was used. This methodology provides a scientific approach for measuring and defining carbon‑intensity targets based on global emission‑reduction efforts.
The choice of the baseline value for the emission values took into account the guidance of the SBTi framework, which requires identifying the ‘most recent’ year after 2020. Accordingly, the reference to 31 December 2022 is compliant with these indications, as it follows the distortion period caused by the pandemic. Moreover, maintaining a constant baseline ensures historical continuity of the results, guaranteeing full traceability and verifiability of the improvements achieved over a longer time horizon. In cases where the counterparty or sub‑sector was not covered by the SDA, or where physical‑intensity data were unavailable, an economic‑intensity
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methodology was applied (GEVA, measured in tCO ₂ eq/revenue), which results in an emissions reduction relative to the company’s financial performance.
Both methodologies refer to the International Energy Agency (IEA) Net Zero by 2050 scenario, consistent with NZBA framework criteria and as required by EU Regulation 2022/2453 governing ESG Pillar III 49 disclosures, thereby ensuring comparability of objectives and reporting.
Mediobanca identified counterparties to be included using NACE codes (Nomenclature of Economic Activities).
After identifying the counterparties, Mediobanca assessed the availability and adequacy of the metrics publicly disclosed by the latter, analyzing them through the data provided by an infoprovider.
SDA analysis is preferred because it is based on objectives declared directly by the counterparties or on more robust estimation methodologies. On the contrary, the GEVA method is subject to greater volatility, caused both by the same methodological approach 50 and by the concentration of the Corporate portfolio in a few large counterparties. In addition, Mediobanca uses percentage reductions derived from estimates and "forcibly" allocates them to counterparties valued according to this approach. Therefore, GEVA is used primarily to monitor and expand the coverage of analysed volumes.
Below are the final results values by relevant sector 51.
49 Information required under “Template 3: Banking book — Indicators of potential transition risk linked to climate change: alignment metrics”.
50 The GEVA (Greenhouse gas Emissions per unit of Value Added) method calculates greenhouse gas emissions per unit of value added, usually in tonnes of CO2 equivalent per dollar or euro of value added, by combining data on total greenhouse gas emissions with data on the economic value added of a sector or company.
51 There is no exposure to the coal extraction sector, while exposure to the agriculture sector is negligible. For Commercial Real Estate, although mortgages to households show relevant financial exposure, the related financed emissions do not exceed 2% of total emissions. Limited decarbonization levers and minimal strategic flexibility applicable to this asset class led Mediobanca to consider the sector non material and exclude it from its target setting perimeter. Corporate mortgages also represent a marginal share of exposures and financed emissions.
204 Consolidated Financial Statements as at 31 December 2025
Automotive sector
This sector accounts for 28% of total exposure in investments and loans among sectors defined in Pillar III 52 Template 3, amounting to approximately €1.2 billion in gross carrying amount. Coverage is 92% of the automotive portfolio, with 23% assessed using SDA and 77% using the economic‑intensity methodology 53.

SDA – Automotive sector | Date | Value (gCO2e/vkm) | Change vs. baseline
Baseline | 31/12/2022 | 139.23 | —
Closing data | 30/06/2025 | 158.22 | +13.6%
Final results | 31/12/2025 | 156.56 | +12.4%

The table shows the SDA portfolio baseline of 139.23 gCO2e/vkm. The annual percentage reduction objective for the automotive sector is 4.9%. As at 31 December 2025, Mediobanca reached 156.56 gCO2e/vkm, broadly in line with the previous year’s monitoring.
The sector has recently experienced a setback in transition‑related matters, mainly due to concerns over economic slowdown that led many automakers to optimise operating costs and transition spending. Following the revision of EU decarbonization targets for the sector, many companies have revised downward their industrial targets related to the production of electric cars and commercial vehicles, as well as their decarbonization targets.
52 The sectors required under Template 3 are the following: Shipping, Power, Oil & Gas, Steel, Cement, Aviation, Coal, Chemicals, and Automotive.
53 Some counterparties belong to sub-sectors not covered by the SDA methodology, such as vehicle-component manufacturers; these were monitored using the GEVA methodology.The required annual GEVA reduction is 7.7%.As at 31 December 2025, Mediobanca reached an intensity of 62.4 tonnes of CO ₂ per €1 million financed, equal to a +28.9% increase versus the baseline.As previously noted, the GEVA method is subject to higher volatility due to both its methodological approach and the highly concentrated nature of the Corporate portfolio.
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Energy sector
This sector represents 28% of total investments and credit exposure within Pillar III Template 3 sectors, equal to approximately €1.2 billion. Overall analysed coverage is 91% of the energy exposure with 69% analysed using the SDA methodology and 31% using the economic intensity methodology 54.

SDA – Energy sector | Date | Value (tCO2e/MWh) | Change vs. baseline
Baseline | 31/12/2022 | 0.34 | —
Closing data | 30/06/2025 | 0.20 | −41.2%
Final results | 31/12/2025 | 0.23 | −32.1%

The table shows the SDA portfolio baseline, with a starting value of 0.34 tCO ₂ eq/MWh. The annual percentage reduction target for the energy sector is 6.6%. As at 31 December 2025, Mediobanca reached 0.23 tCO2e/MWh, a 15% increase versus the previous year’s monitoring.
The emission intensity of the energy sector returns in line with the IEA global reference scenario. Indeed, the final results show an increase in intensity, due to the entry into the portfolio of a counterparty with medium-high carbon intensity. In the medium term, the impact of EU regulations may either accelerate or slow down energy transitions and financing trends for energy companies.
54 Many counterparties considered belong to sub-sectors not covered by SDA (e.g., transmission or distribution-infrastructure operators rather than energy-generation companies).
206 Consolidated Financial Statements as at 31 December 2025
Aviation sector
The share attributable to the aviation sector, equal to 6% of total investments and credit exposure in the sectors specified in Pillar III Template 3, amounts to €247 million in terms of gross carrying amount. The analysis covered a total volume equivalent to 98% of the aviation portfolio, with 6% assessed using the SDA methodology and 94% evaluated through the economic intensity based methodology, as the portfolio is mainly concentrated in the airport sector, for which the SDA methodology is not available 55.

SDA – Aviation sector | Date | Value (tCO2e/pkm) | Change vs. baseline
Baseline | 31/12/2022 | 93.80 | –
Closing data | 30/06/2025 | 83.33 | −11.2%
Final results | 31/12/2025 | 83.71 | −10.8%

The table shows the SDA portfolio baseline, which amounts to 93.8 tCO ₂ eq/pkm. The annual percentage reduction target for the aviation sector is 1.3%. As at 31 December 2025, Mediobanca reached 83.71 tCO ₂ eq/pkm, substantially in line with the monitoring performed for the previous year.
The emission intensity for this sector is better than the IEA global reference values. The target set reflects a level of ambition greater than the scenario value for 2025.
The current favorable positioning of the reported data is explained by the limited number of counterparties covered by the SDA methodology, and these few airlines have set net‑zero emission targets.
55 The required GEVA reduction is 7.7% per year.As at 31 December 2025, the aviation sector reached an intensity of 21.4 tonnes of CO ₂ per €1 million financed, equal to a +69.3% increase versus the baseline.As previously noted, GEVA is subject to higher volatility due to both methodology and portfolio concentration.
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Cement sector
This sector accounts for roughly 1% of total investments and credit exposure in Pillar III Template 3, equal to about €63 million. The analysis covered a total volume equivalent to 98% of the portfolio, with 49% assessed using the SDA methodology and 51% evaluated through the economic‑intensity‑based methodology 56.

SDA – Cement sector | Date | Value (tCO2e/tonne) | Change vs. baseline
Baseline | 31/12/2022 | 0.66 | —
Closing data | 30/06/2025 | 0.60 | −9.1%
Final results | 31/12/2025 | 0.60 | −9.1%

The table shows the SDA portfolio baseline, with a starting value of 0.66 tCO ₂ eq/tonne. The annual reduction objective for the cement sector is 3.1%. As at 31 December 2025, the value stands at 0.60 tCO2e/tonne, unchanged versus the prior year.
The trajectory remains above the scenario due to the sector’s difficulty in reducing its impact in the medium term given the lack of affordable low‑emission technological solutions.
Mediobanca is supporting this crucial sector by prioritising counterparties with better disclosures and clear long‑term net‑zero targets.
56 The required GEVA reduction for the cement sector is 7.7% per year.As at 31 December 2025, Mediobanca reached an intensity of 1,705 tonnes of CO ₂ per €1 million financed, equal to an increase of approximately seven times the baseline.As noted above, GEVA is more volatile due to methodology and the concentrated nature of the Corporate portfolio. The portfolio includes a significant exposure to a counterparty with high emission intensity whose SBTi-validated net-zero targets are expected to drive GHG reductions over the coming years.
208 Consolidated Financial Statements as at 31 December 2025
Oil & Gas sector
The Oil & Gas sector accounts for 15% of the total investments and credit exposure in the sectors detailed in Template 3 of Pillar III. This percentage, in terms of gross carrying amount, corresponds to €634 million. The total volume covered and analysed using the two methodologies described above amounts to 87%, with 28% assessed through the SDA methodology and 72% through the economic intensity based methodology 57.

SDA – Oil & Gas sector | Date | Value (gCO2e/MJ) | Change vs. baseline
Baseline | 31/12/2022 | 67.2 | –
Closing data | 30/06/2025 | 65.64 | −2.3%
Final results | 31/12/2025 | 63.98 | −4.8%

The table shows the SDA portfolio baseline, with a value of 67.2 gCO ₂ eq/MJ. The annual percentage reduction target for the Oil & Gas aviation sector is 2.3% As at 31 December 2025, the value reached 63.98 gCO2e/MJ, showing a steady reduction relative to the prior year’s monitoring, mainly due to the exit of a highly emissive counterparty.
Notably, emission intensity remains above IEA global baseline values. Nevertheless, short‑term reductions and the proximity of 2030 targets to the IEA scenario indicate that the SDA target is more ambitious in the short to medium term.
Where counterparties have credible decarbonization plans, Mediobanca supports the transition of high‑impact sectors by financing them temporarily, to avoid abrupt cessations that could extend the harmful useful life of assets—an approach referred to as “managed phase‑out” that enables the credit system to actively reduce the real‑economy carbon footprint by assuming responsibility rather than transferring it.
57 Some counterparties belong to sub-sectors not covered by SDA (e.g., oil- or gas-transmission infrastructure). However, the two main counterparties directly involved in Oil & Gas production are covered by the SDA approach. The required annual GEVA reduction is 7.7%. As at 31 December 2025, the Oil & Gas sector reached an intensity of 144 tonnes of CO ₂ per €1 million financed, equal to a +50.7% increase versus the baseline.
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Chemical sector
This sector accounts for 17% of total investments and credit exposure in Pillar III Template 3, equal to €744 million. Coverage is 93% of the portfolio and relies exclusively on the economic‑intensity methodology. The required GEVA reduction is 7.7% per year. As at 31 December 2025, Mediobanca reached an intensity of 97 tonnes of CO2 per €1 million financed, equal to a 31.2% increase versus baseline. As noted above, GEVA is subject to higher volatility due to both its methodology and the concentration of the Corporate portfolio in a limited number of counterparties. In particular, for this sector, it should be noted that about 15% of the exposure, deriving from only 4 counterparties constantly monitored, has an intensity between 99 and 1,285.
Sea transport sector
The share attributable to the maritime transport sector, equal to 2% of the total investments and credit exposure in the sectors detailed in Template 3 of Pillar III, amounts to €106 million in terms of gross carrying amount. The analysis covered a total volume equivalent to 52% of the maritime portfolio, using exclusively the economic intensity-based methodology. The required GEVA reduction target is 7.7% on an annual basis. As at 31 December 2025, Mediobanca’s metric is 52 times higher than the baseline value, reaching an intensity of 1,130 tonnes of CO ₂ per million euro financed. Since July 2025, the portfolio includes an exposure to a shipping company for which SDA methodology data could not be retrieved. The use of the GEVA methodology for this business model resulted in a highly distortive outcome.
Iron and steel sector
The share attributable to the steel sector, equal to less than 2% of the total investments and credit exposure in the sectors detailed in Template 3 of Pillar III, amounts to €88 million in terms of gross carrying amount. The analysis conducted using both the SDA and GEVA methodologies covered an insignificant volume, as exposures generally consist of small sized loans to SMEs.
The result emerging from the analysis conducted as at 31 December 2025 led to the same inconsistent outcome as in the previous year, given the current value, which is minimal and not representative value of exposures to this sector.
210 Consolidated Financial Statements as at 31 December 2025
Portfolio-level intensity targets
Mediobanca achieved reductions in the emission intensity of its portfolio, considering Scope 1, 2 and 3 GHG emissions of Corporate counterparties of Mediobanca and Mediobanca International.
For the baseline, emissions were calculated on the basis of the portfolio data as at 31 December 2022, equal to approximately 7 MtCO ₂ eq of emissions related to an exposure of €14,609 million. By dividing the greenhouse gas emissions considered by the corresponding exposure of the entities within the scope, it is possible to determine the emission intensity of the reference portfolio, which for the baseline amounts to 482 tCO ₂ eq/€m.
The final results current ex‑post emission values benefit from a methodological refinement to enhance reporting reliability: Scope 3 “Use of sold products” emissions are excluded from the calculation perimeter for counterparties, except for those in the Automotive and Oil & Gas sectors. This approach makes it possible to avoid potential distorting effects generated by estimates that are still unreliable and refer to perimeters not related to the core business.
The reduction percentage, equal to an annual decrease of 5.3%, was determined on the basis of the international IEA NZE (Net Zero Emissions by 2050 Scenario), which envisages achieving global net‑zero emissions by 2050 while limiting the temperature increase to 1.5°C. The reduction was calculated indirectly from the change in global CO ₂‑to‑GDP intensity between 2021 and 2030.

Portfolio intensity | Date | Value (tCO2/€m) | Change vs. baseline
Baseline | 31/12/2022 | 482 | —
Closing data | 30/06/2025 | 394 | −18.3%
Final results | 31/12/2025 | 341 | −29.3%

As compared with 30 June 2025, portfolio intensity declined materially driven by:
―financing choices favouring counterparties with below‑average carbon intensity;
―improved quality of counterparties’ emission data within scope;
―better emission performance by counterparties.
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Levers for achieving the portfolio’s decarbonization targets
Among the measures identified, a fundamental role is played by engagement activities with clients operating in high‑impact sectors, particularly those whose strategies are not aligned with net‑zero objectives, with the aim of sharing transition plan goals and raising awareness of the importance of reducing their emissions.
Mediobanca considers it essential to support the transformation of high‑impact sectors by continuing to finance them in the short term, so that replacement technologies can be developed, thereby acting as an enabling player.
In particular, a process of understanding and evaluating the transition strategies of the entities financed by the Corporate and Investment Banking division (which represent almost all of the financed emissions) or with which the establishment of a credit relationship is being considered, integrating the results of these analyses into the decision-making process for granting or renewing credit, is underway. to verify its consistency with the targets for aligning the portfolio with the objectives of the Paris Agreement. Since July 2025, specific engagement actions have also been developed, so that counterparties active in high-impact sectors adopt decarbonisation plans. As at 31 December 2025, Mediobanca carried out climate engagement activities focused on analysing the climate transition plans of counterparties, covering over 30% of the financed emissions included within the portfolio intensity target perimeter.
212 Consolidated Financial Statements as at 31 December 2025
Metrics
E1-5 - Energy consumption and mix
This section presents the metrics related to energy consumption in Mediobanca’s own operations and those of its subsidiaries.
Energy consumption mainly derives from heating and cooling systems, data‑center and server‑room operations, office lighting systems, and charging of electric vehicles in the company fleet.
Currently, electricity used for registered utilities—including the data center—comes 100% from renewable sources.
Additionally, Mediobanca Innovation Services (MIS) has entered into a Power Purchase Agreement (PPA) to stabilize electricity costs through a long‑term contract for energy supplied by new solar plants.
In the reporting process, the relevant corporate functions are actively involved to ensure specialist and targeted contributions. The methodologies and assumptions adopted are aligned with ESRS standards and applicable regulations, ensuring transparency, consistency with European sustainability standards, and accurate and reliable reporting.
Calculations were performed following sector guidelines, in particular the 2025 ABI Guidelines on the application of ESRS environmental standards (Supporting document for sustainability reporting under the European Sustainability Reporting Standards – ESRS E1‑5 and E1‑6), and the GHG Protocol.
The table below reports energy consumption for the reporting period, including a comparison with the previous full‑year reporting. Total energy consumption is broken down by fossil, nuclear, and renewable sources and includes self‑generated renewable and non‑renewable energy. Mediobanca’s and its subsidiaries’ fossil fuel consumption is also broken down by type of source.
Compared to the previous reporting, the operational‑control approach has been adopted (see section E1‑6). This change resulted in the exclusion of direct consumption from subsidiaries operating in high‑impact NACE sectors (Mediobanca International Immobiliere S.A.R.L. and CMB Real Estate Development S.A.M.). Since these entities operate with non-registered energy utilities, their electricity
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consumption is no longer under direct operational control and has therefore been reclassified as indirect emissions in the upstream value chain (Scope 3, Category 3).
Table 11: Energy consumptions and energy mix composition

Energy consumption and energy mix composition | UoM | 30 June 2025 (12 months) | 31 December 2025 (6 months)
1. Fuel consumption from coal and coal products | Megawatt-hour | — | —
2. Fuel consumption from crude oil and petroleum products | Megawatt-hour | 7,010 | 4,106
3. Fuel consumption from natural gas | Megawatt-hour | 9,008 | 618
4. Consumption of fuels from other non-renewable sources | – | — | —
5. Consumption of electricity, heat, steam and cooling from fossil sources, purchased or acquired | Megawatt-hour | 3,852 | 119.5
6. Total fossil energy consumption | Megawatt-hour (total) | 19,870 | 4,843
Share of fossil fuels in total energy consumption | Percent | 48.0% | 32.5%
7. Consumption from nuclear sources | Megawatt-hour | 14 | —
Share of consumption from nuclear sources in total energy consumption | Percent | — | —
8. Consumption of fuel from renewable sources, including biomass (also including industrial and municipal waste of biological origin, biogas, renewable hydrogen, etc. | Megawatt-hour | — | —
9. Consumption of electricity, heat, steam and cooling purchased or acquired from renewable sources | Megawatt-hour | 21,756 | 10,068
10. Self-generated non-combustible renewable energy consumption | Megawatt-hour | — | —
11. Total renewable energy consumption | Megawatt-hour (total) | 21,756 | 10,068
Share of renewables in total energy consumption | Percent | 52.0% | 67.5%
Total energy consumption | Megawatt-hour (total) | 41,640 | 14,912

For buildings, energy consumption was determined for each building pertaining to Mediobanca and its subsidiaries within the reporting perimeter.
The data on the consumption of registered utilities are taken from the bills. If invoices were not received in time, consumption was estimated using the most recent available data (e.g., if December 2025 electricity consumption was unavailable, December 2024 figures were used). Similarly, fuel consumption for company vehicles was estimated when unavailable. Reporting also includes, where available, consumption from electric‑vehicle charging performed outside company premises via “fuel cards”.
214 Consolidated Financial Statements as at 31 December 2025
When energy‑consumption data were not available, estimation methodologies based on energy‑efficiency certificates were used where accessible; otherwise, a proxy‑based approach was applied, considering building size and geographic location. Total consumption thus estimated was allocated using a 70% electricity / 30% natural‑gas ratio, consistent with market conventions. In some cases, historical‑trend consumption was used to avoid distortions linked to gas‑price volatility.
Net revenues—presented in Table 7—were determined in accordance with Article 43, paragraph 2(c) of EU Directive 86/635/EEC, including the following income‑statement items under Bank of Italy Circular No. 262 (22 December 2005 and subsequent updates) "Bank Financial Statements: Reporting Templates and Rules for Preparation”:
―Heading 10: Interest and similar income;
―Heading 40: Commission income;
―Heading 70: Dividends and similar income;
―Heading 80: Net trading income;
―Heading 90: Net hedging income (expense);
―Heading 100: Gains (losses) on disposal/repurchase (only positive components);
―Heading 110: Net income from other financial assets and liabilities measured at fair value through profit or loss (only positive components);
―Heading 160: Net income from insurance services (only positive components);
―Heading 170: Balance of financial revenues and costs from insurance operations (only positive components);
―Heading 230: Other operating income/charges (only income);
―Item 250: Gains (losses) on investments;
―Item 280: Gains (losses) from disposal of investments.
The headings listed above were included in the calculation only if their amount was greater than zero (positive).
As outlined above, it should be noted that within the reporting perimeter, with regard to direct consumption, two companies (Mediobanca International Immobiliere and CMB Real Estate Development) operating in high‑climate‑impact NACE sectors (real‑estate sector) are represented. These companies have no employees and act solely as property owners. As at the reporting date, the energy consumption to be reported is immaterial, while the combined revenues of the two companies amount to € 17.000.
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Table 12: Energy consumption and energy mix composition of entities operating in high-climate impact sectors

Energy consumption and energy mix composition | UoM | 30 June 2025 (12 months) | 31 December 2025 (6 months)
3. Consumption of fuel from natural gas | Megawatt-hour | 67.32 | 15.41
6. Total consumption of fossil energy | Megawatt-hour | 67.32 | 15.41
Share of fossil sources over total energy consumption | Percent | 59.2% | 40.6%
9. Consumption of purchased/acquired electricity, heat, steam and cooling from renewable sources | Megawatt-hour | 46.33 | 22.59
11. Total consumption of renewable energy | Megawatt-hour | 46.33 | 22.59
Share of renewable sources over total energy consumption | Percent | 40.8% | 59.4%
Total energy consumption | Megawatt-hour | 113.65 | 38

216 Consolidated Financial Statements as at 31 December 2025
Table 13: Energy intensity and reconciliation of net revenues from activities in high-climate impact sectors (EUR millions)

| 30 June 2025 (12 months) | 31 December 2025 (6 months)
Total energy consumption from activities in high climate impact sectors per net revenue from activities in high climate impact sectors (MWh/€m) | 2,418 | 2,235
Net revenues from activities in high-climate impact sectors used to calculate energy intensity | 0.047 | 0.017
Net revenues (other segments) | 5,895 | 3,206
Total net revenues | 5,895 | 3,206

E1-6 GHG Gross Scopes 1, 2, 3 and total GHG emissions
The following table shows the direct and indirect greenhouse gas emissions.
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Table 14: Greenhouse gas emissions (in tCO 2eq)

| June 30, 2025 12 months(base year) | December 31, 2025 6 months | Change Percentage
Scope 1 greenhouse gas emissions
Scope 1 gross greenhouse gas emissions 1 | 3,978 | 1,702 | −57%
Scope 2 greenhouse gas emissions
Gross scope 2 greenhouse gas emissions based on location | 7,652 | 2,547 | −67%
Market-based scope 2 gross greenhouse gas emissions | 1,630 | 27 | −98%
Significant scope 3 greenhouse gas emissions
Total gross indirect GHG emissions (Scope 3) | 17,728,505 | 15,532,850 | −12.4%
1. Goods and services purchased | 87,818 | 45,013 | −48.7%
2. Capital goods | n.a. | 3,592 | n.a.
3. Fuel and energy-related activities (not included in Scope 1 or Scope 2) | n.a. | 761 | n.a.
4. Upstream transport and distribution | n.a. | n.a. | n.a.
5. Waste generated in operations | n.a. | n.a. | n.a.
6. Business Traveling | 2,676 | 972 | −63.7%
7. Employee commuting | n.a. | n.a. | n.a.
8. Upstream leased assets | n.a. | n.a. | n.a.
9. Downstream transportation | n.a. | n.a. | n.a.
10. Processing of the products sold | n.a. | n.a. | n.a.
11. Use of the products sold | n.a. | n.a. | n.a.
12. End-of-life treatment of products sold | n.a. | n.a. | n.a.
13. Leased downstream assets | n.a. | 678 | n.a.
14. Franchises | n.a. | n.a. | n.a.
15. Investments | 17,638,011 | 15,481,834 | −12.2%
Total greenhouse gas emissions |  |  |
Total greenhouse gas emissions (location-based) | 17,740,135 | 15,537,099 | −12.4%
Total greenhouse gas emissions (market-based) | 17,734,113 | 15,534,579 | −12.4%

The calculation of GHG emissions includes CO ₂, CH ₄, and N ₂ O. Biogenic CO ₂ emissions from combustion or biodegradation of biomass, biofuels, biogas or other
218 Consolidated Financial Statements as at 31 December 2025
bioenergy sources within Scope 1 are reported as 0 tCO ₂ e or otherwise irrelevant, based on emission factors that do not distinguish the biomass or biogenic‑CO ₂ share. For Scope 2, biogenic CO ₂ emissions from the combustion or biodegradation of biomass, biofuels, biogas or other biogenic sources – for the same reasons explained above – are also 0 tCO ₂ e for the same reasons. For Scope 3, data are currently not available across the value chain to allow mapping and reporting. Mediobanca is committed to continuously improving GHG reporting and monitoring, subject to assessment of data materiality and availability. The integration of Categories 2, 3 and 13 within Scope 3 reflects adoption of the GHG Protocol operational‑control criterion: all emissions previously included in Scopes 1 and 2 are now reclassified along the value chain.
Scope 1 and 2 direct emissions
Scope 1 includes emissions from sources directly controlled by Mediobanca or its subsidiaries, such as direct energy use, company vehicles, refrigerant‑gas leaks from cooling systems, heating gas, and diesel consumption for backup generators. Scope 2 includes indirect emissions from purchased electricity, steam, and heating/cooling consumed by controlled systems.For the reporting period, 98% of purchased energy is covered by contractual instruments aimed at reducing Scope 2 emissions. Of this share, 80% consists of bundled instruments (energy + green certificates purchased together), and 20% consists of unbundled instruments (environmental attributes purchased separately). Available contractual instruments include Guarantees of Origin 58 (GO) and Power Purchase Agreements (PPA)59.To ensure consistency with the BMPS Group reporting, starting from the present reporting Mediobanca has adopted the operational-control principle for the classification of greenhouse-gas emissions. In applying this criterion, Scope 1 and Scope 2 emissions do not include:
—Emissions associated with properties returning from lease contracts during the reporting period, which are reclassified into Scope 3 Category 2; and, if already recognised among fixed assets and subject to an active lease, into Scope 3 Category 13.
58 Certificate attesting that a given amount of electricity has been generated from renewable sources.
59 Long-term contract for the purchase of electricity entered into between an energy producer and a purchasing entity, with a multi-year duration
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—Emissions deriving from condominium electricity or gas consumption, as well as from non-contracted registered utilities, which are included in Scope 3 Category 3.
—Emissions relating to properties leased from third parties and used as guest houses, and to properties rented out to third parties, which are reclassified into Scope 3 Category 13.
For the calculation of Scope 1 emissions, the emission factors indicated in the ABI Lab Guidelines on the application of the European Sustainability Reporting Standards (ESRS) in environmental matters (2025 edition) were used, together with the UK Government GHG Conversion Factors for Company Reporting published by the UK Government (DEFRA - DESNZ 2025). The quantities of energy carriers used were considered, expressed in their respective units of measurement and multiplied by the corresponding emission factors provided for by the Banking Sector Guidelines. Finally, no additional assumptions were made for the estimation of GHG emissions: the methodology adopted was selected fully in accordance with the indications provided by the Banking Sector Guidelines.
For the calculation of Scope 2 emissions according to the "location-based" method, the emission factors reported in the "Supplier mix" item of the ABI 2025 were used, considering the entire volume of electricity purchased, subsequently multiplied by the related specific emission factors.
For the calculation of Scope 2 emissions according to the "market-based" method, the share of electricity purchased without Guarantees of Origin (GO) was considered, multiplied by the specific emission factors of the "Residual mix" indicated in the ABI 2025. No specific assumptions were made or tools used for the calculation of emissions, and emissions of GHGs other than CO2, such as CH4 and N2O, were not considered as they were not available in the emission factors used.
220 Consolidated Financial Statements as at 31 December 2025
Scope 3 indirect emissions
As part of the reporting of other indirect emissions (Scope 3), the relevant categories provided for by the GHG Protocol were identified during the reporting period, supplementing the information already provided in previous years. In particular, the following categories have been quantified, in line with industry best practices:
―Category 1 - Goods and services purchased;
―Category 2 - Capital goods;
―Category 3 - Fuel and energy-related activities not included in Scope 1 or 2;
―Category 6 - Business travel;
―Category 13 - Downstream leased assets;
―Category 15 - Investments.
67% of the emissions relating to the Scope 3 categories reported are calculated using primary data (data publicly disclosed by counterparties).
For the other categories of Scope 3 indirect emissions envisaged by the GHG Protocol, the Bank has carried out internal assessments to verify their applicability and relevance based on its business model and the implications of the new operational control approach. As a result of these analyses, categories deemed not applicable, not relevant or difficult to quantify due to the complexity in finding input data were excluded from reporting. The reporting will be refined annually, integrating any emission sources currently excluded, if deemed relevant. The categories of Scope 3 excluded from the reporting scope are shown below, with the related reasons:
―Category 4, "Upstream transport and distribution": not considered relevant for a financial institution;
―Category 5, "Waste generated by operations": not calculated as the business activities do not generate significant quantities of waste;
―Category 7, "Employee commuting": estimated through a mobility questionnaire addressed to employees in Milan, confirming that emissions are not significant compared to total Scope 3 emissions;
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―Category 8 "Upstream leasing assets": not calculated because the activities of Mediobanca and its subsidiaries do not generate emissions attributable to this category;
―Category 9, "Downstream transport and distribution": not calculated as it is not significant with respect to the total Scope 3 emissions reported;
―Category 10, "Processing of products sold": not applicable since Mediobanca and its subsidiaries provide financial, insurance and investment services, mapped in Category 1 – Services;
―Category 11, "Use of products sold": not applicable since Mediobanca and its subsidiaries provide financial, insurance and investment services, mapped in Category 1 – Services;
―Category 12, "Treatment of products sold at the end of their life": not applicable, as the main activity consists in the provision of financial, insurance and investment services mapped in Category 1 – Services;
―Category 14, "Franchising": not applicable, in the absence of franchising activities.
The following are the Scope 3 categories reported and the related calculation methods:
―Category 1 "Purchased goods and services": emissions are quantified using the "Spend Based Method", in line with the GHG Protocol. The input data are the expenses in euros for goods and services purchased, as reported in the Consolidated Financial Statements as at 31 December 2025. Some expense items are excluded to avoid the risk of double counting with emissions already reported in Scope 1, 2 and 3 (e.g.: "Travel expenses" or "Real estate expenses") or because they cannot be classified as purchases of goods and services (e.g.: "Other expenses" or "Indirect taxes and taxes"). The emission factors, expressed in tCO2e/monetary unit, are associated with the various categories of expenditure (source emission factor: Environmental Extended Input Output - EEIO);
―Category 2 "Capital goods": emissions are quantified using the "Spend Based Method". This category includes emissions from Fixed assets entered in the asset register as software and also issues from repossessed properties during the reporting period. The assets purchased are classified in the relevant NACE sectors, to which the EEIO coefficients multiplied by the value of the asset recorded in the Fixed asset register are applied;
222 Consolidated Financial Statements as at 31 December 2025
―Category 3, "Activities related to fuels and energy not included in Scope 1 or 2": includes emissions deriving from condominium energy consumption, non-registered energy utilities (except for consumption that is counted in cat. 13). For condominium gas, the estimate is made on the basis of the area occupied or thousandths of ownership, using the total price of gas per cubic meter published by Agenzia di Regolazione per Energia Reti e Ambiente (ARERA). The "location-based" methodology is used for electricity consumption.
―Category 6 "Business travel": includes emissions from the travel of employees for business purposes using vehicles owned or operated by third parties, such as planes, trains, buses and cars. Emissions from vehicles owned or controlled by the company are accounted for in Scope 1 (for fuel use) or Scope 2 (for electricity use). Emissions are quantified using the "Distance-Based Method", in line with the GHG Protocol, estimating the kilometers traveled by type of vehicle. The emission factors are derived from the HBEFA, COPERT and TREMOD databases for cars and from data provided by travel agencies for planes and trains. Where not available, the emission factors of the ABI guidelines, developed by the International Civil Aviation Organization (ICAO) and the Union Internationale des Chemins de Fer (UIC) through Ecopassenger, are used. In the absence of fuel information, a prudential approach is applied, assuming the use of diesel;
―Category 13 "Downstream leased assets": concerns properties leased by third parties used as guest houses and leased properties (including properties repossessed with an active lease contract even before the reporting period), the input data are:
―energy consumption by carrier, if available; alternatively, this figure is estimated starting from energy intensity and surface area (estimate of an average surface area indicator);
―average emission factor, if available; alternatively, this figure is estimated by assuming a breakdown of total consumption by individual energy carrier.
In the event that data relating to energy consumption by carrier and/or average emission factor are not available or estimateable, the following shall be used:
―energy certification of the property;
―climatic zone, depending on the municipality to which it belongs;
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―emission intensity in kgCO2/m2, depending on the climatic zone, the energy class (if available) and the type of property;
―surface area in m2, if available; alternatively, an indicator of average portfolio area is estimated.
―Category 15, "Investments": the reported financed issues reflect a broad and representative coverage of the financial instruments in the banking portfolio: equity and debt securities (government securities and securities issued by financial and non-financial corporate counterparties), as well as customer loans (corporate and retail) The calculated financed emissions of the financial instruments mentioned above represent, in terms of gross carrying amount, 98.6% of the exposures in the portfolio.
Table 15: Scope 3 category 15 GHG emissions by type and asset class

Asset class 60 | June 30, 2025 | December 31, 2025
tCO2eq | tCO2eq
Debt instruments | 2,350,371 | 2,123,785
Equity instruments | 223,246 | 50,471
Loans and advances | 15,048,369 | 13,292,094
Investments in subsidiaries, joint ventures and associates | 16,025 | 15,484
Total Emissions | 17,638,011 | 15,481,834

Mediobanca based the calculation of financed emissions in accordance with the Global GHG Accounting and Reporting Standard, developed by the Partnership for Carbon Accounting Financials (PCAF – September 2024).
60 They include all types of counterparties: banks and financial companies, non-financial corporations, households, administrations and central governments.
224 Consolidated Financial Statements as at 31 December 2025
Exposures to corporate and financial counterparties
Financed emissions associated with loans to corporate counterparties include Scope 1, Scope 2 and Scope 3 issues, while those referring to financial counterparties include only Scope 1 and 2 emissions.
The scope of analysis includes all exposures to corporate and financial counterparties, regardless of the asset class to which they belong - including debt instruments, equity instruments, loans and advances and investments in subsidiaries, joint ventures and associates -_ with the exception of exposures classified as loans secured by real estate or motor vehicles, which are the subject of specific reporting.
Financed emissions are calculated by applying an attribution factor to the counterparty's emissions, representing the share of the exposure relative to the total sources of financing for the financed entity.
For both types of counterparties, calculation of emissions follows a hierarchy of reporting, which is consistent with the PCAF standards using the following sources, where available, in the below order of priority:
―primary data, consisting of issues disclosed by counterparties in public documents (sustainability reports under the CSRD, previous Non-Financial Statements or sustainability reports), acquired directly from counterparties or through specialised providers;
―estimates based on physical activities, obtained by applying emission factors to the counterparty's production volumes, mainly provided by specialized providers;
―estimates based on economic activities, based on the average PCAF emission intensities by sector and geographical area of the counterparty.
The value relating to loans to corporate counterparties is equal to 12.6 million tonnes of CO2.
Sustainability Report 225
Financing secured by real estate
Financed emissions associated with exposures secured by real estate, residential and commercial, are calculated as the product of the building's emissions and the attribution factor, defined as the ratio of the exposure at the reporting date to the value of the property at the origination date of the loan.
In the absence of timely data on measured energy consumption, proxies consistent with PCAF standards were used based on:
―estimated energy consumption per unit of area, derived from official energy performance certificates or from the building type, multiplied by the surface area of the building (known or estimated internally);
―average emission factors per building, differentiated by property type and geographical area, applied to the number of buildings.
The total financed emissions attributable to this category amount to 304 thousand tons of CO2.
Motor Vehicle loans
Financed emissions related to vehicle loans include Scope 1 emissions, which result from direct fuel combustion, and Scope 2 emissions, which are attributable to electricity consumption in plug-in hybrid and all-electric vehicles.
The calculation is done as the product of the vehicle's emissions and the attribution factor, defined as the ratio of the exposure at the reporting date to the vehicle's value.
In the absence of precise data on actual consumption and real mileage, vehicle emissions were estimated in accordance with PCAF standards by:
―vehicle-specific estimation: using emission factors per km acquired internally and distance traveled estimated by means of official regional statistics;
―estimation by type of vehicle, using estimated mileage from local or regional data;
―in the absence of information on the type of vehicle, application of an average emission intensity, expressed in kgCO ₂ e/year per million euros of exposure.
The value of the financed emissions of this category is equal to 589 thousand tons of CO2.
226 Consolidated Financial Statements as at 31 December 2025
Financial assets
Financial assets include products in the following asset classes: debt instruments, equity instruments, loans and advances, and investments in subsidiaries, joint ventures and associates. For exposures to financial and corporate emissions, see the previous paragraph. For government and supranational emissions, specific PCAF factors are used.
Financed emissions for government and supranational issuers amount to 2 million tonnes of CO2.
The following financial instruments are excluded from Scope 3 calculation:
―cash and cash equivalents;
―financial assets held for trading;
―look‑through to underlying investment funds;
―derivatives;
―off‑balance‑sheet exposures (AUM and financial guarantees).
Table 16: Emission‑intensity rate

| 30 June 2025 (12 months) | 31 December 2025 (6 months)
Net revenues (in millions) | 5,895 | 3,206
Total GHG emissions (location-based) per net revenue (tCO2eq/€m) | 3,009 | 4,846
Total GHG emissions (market-based) per net revenue (tCO2eq/€m) | 3,008 | 4,845

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Table 17: Reconciliation of total net revenues used to calculate GHG intensity (EUR millions)

| 30 June 2025 (12 months) | 31 December 2025 (6 months)
Net revenues used to calculate GHG intensity | 5,895 | 3,206
Net revenues (other) | 0 | 0
Total net revenues (in financial statements) | 5,895 | 3,206

For the definition of revenues, see section E1‑5.
228 Consolidated Financial Statements as at 31 December 2025
E1-7 GHG removals and GHG mitigation projects financed through carbon credits
As indicated in section E1-4, Mediobanca is committed to reducing emissions and consumption and purchases carbon credits to offset residual market-based Scope 1 and Scope 2 emissions. In October 2025, Mediobanca and its subsidiaries offset residual CO 2 emissions as at 30 June 2025, amounting to 5,608 tonnes of CO ₂ eq. This compensation was carried out in collaboration with Rete Clima, a technical body that supports companies in their sustainability and decarbonisation paths. The initiative involved the purchase of carbon credits certified according to the VCS (Verified Carbon Standard-Verra) standard, the most widely used greenhouse gas emissions certification program in the world. The carbon credits purchased by Mediobanca are linked, as for the previous year, to the "VCS 1644 - Larimar Wind Farm" certified international carbon offset project in the Dominican Republic. Through the purchase of the loans, Mediobanca continues to support the project of two wind farms, contributing to the reduction of greenhouse gas emissions in an electricity grid heavily dependent on fossil fuel power plants.
The Bank intends to continue offsetting market-based Scope 1 and 2 emissions. To this end, the purchase of carbon credits is planned to neutralize the 1,729 tons of CO2 emitted during the second half of 2025 and reported in this document. At the date of writing, the relevant supply has not yet been contracted. The decrease in emissions to be offset is attributable to the change in approach in the classification of greenhouse gas emissions, now based on the criterion of operational control, adopted in order to ensure alignment with the reporting of the Parent Company BMPS.
As already highlighted, Mediobanca considers it a priority to focus on reducing financed emissions (Scope 3), which represent 99% of total emissions and are actually relevant to the main business activity.
E1-8 - Internal carbon pricing
As at the reporting date, Mediobanca does not apply internal carbon‑pricing systems.
E1-9 - Anticipated financial effects from material physical and transition risks and potential climate-related opportunities
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With regard to expected financial effects arising from material physical and transition risks and potential climate‑related opportunities, Mediobanca has chosen to omit the prescribed information by applying the transitional provisions under the CSRD.
230 Consolidated Financial Statements as at 31 December 2025
III. Social Information
S1 - Own Workforce
Strategy
S1-1 Policies related to own workforce
Mediobanca recognizes that the ability to successfully tackle market challenges and drive change depends to a significant degree on empowering people, developing their skills on an ongoing basis, and implementing an effective programme for attracting and retaining talented staff. People are a strategic asset and an essential prerequisite for the Bank to remain competitive over the long term. In this scenario, protecting the health and safety, both physical or mental, is a fundamental priority and distinctive hallmark of Mediobanca’s commitment to the well-being of its workforce.
The relationship of trust is governed by a system of corporate policies and procedures, formalized and approved by the relevant corporate bodies or internal offices. To address these issues, Mediobanca has adopted a Human Resources Management Policy, a Diversity, Equity, and Inclusion Code, and a Sustainability Policy, as well as the reference ethical principles and standards.
The Human Resources Management Policy addresses several key areas, including:
―Merit-based personnel selection, with a focus on gender pay equity;
―Management and inclusion aimed at ensuring equal opportunities for everyone, appreciating the value of diversity of gender, age, ability, and culture, and promoting a positive and flexible work environment;
―Professional assessment and development through training, experience, mobility, merit-based promotions, and succession planning;
―Remuneration and incentive policies to attract and retain qualified talent;
―Continuing training as a key driver for personal growth;
―Protection of health, safety, and well-being as a corporate priority.
The Diversity, Equity and Inclusion Code, which encompasses the principles contained in other documents (Code of Ethics, Code of Conduct, Disciplinary Code,
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Human Resources Management Policy, Remuneration Policy), expressly defines the tasks and responsibilities, general principles and scope, HR processes adopted, as well as measures to prevent and censure inappropriate behaviour, especially towards the most vulnerable individuals. The Code also includes a specific commitment to the workforce who are at greatest risk of vulnerability, in particular by appreciating the value of skill differences.
The Code specifically defines grounds for discrimination, including age, gender, sexual orientation, marital status, religion, language, racial, ethnic, geographic, or national origin, physical or mental disability, pregnancy, maternity, and paternity, political opinion, personal beliefs, trade union membership, as well as any other form of discrimination covered by EU and national legislation.
The principles and provisions of the Code apply, and are disseminated, to all employees, apprentices, interns, staff employed through temporary employment agencies, financial advisors, members of administrative, supervisory and control bodies of Mediobanca and its subsidiaries, as well as other partners, such as visitors, customers, and suppliers.
Mediobanca promotes respect for human rights in the conduct of its business, particularly in managing relationships with customers, suppliers, and business partners, and in its relations with its employees. The Bank’s commitment is based on the principles established in the “UN Guiding Principles on Business and Human Rights,” “The OECD Guidelines for Multinational Enterprises,” the “International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work,” and the Rio Declaration. These principles are implemented in the Sustainability Policy which is divided into five priority areas:
―Anti-corruption standards;
―Protection of human rights;
―Inclusion and financial soundness;
―Diversity, equity and inclusion;
―Environment and climate change.
By adopting this Policy, and especially with reference to the topic of human rights, Mediobanca is committed to preventing every type of discrimination, from the selection process to the setting of remuneration, from opportunities for professional
232 Consolidated Financial Statements as at 31 December 2025
development to the conclusion of the working relationship and to safeguarding the right and freedom of association, collective bargaining, strikes and assembly, communication and trade union advocacy. The Bank also ensures that no preferential treatment or penalization takes place based on a worker’s trade union affiliation.
As further confirmation of the attention given to industrial relations, the trade unions are involved in round tables to discuss relevant issues, such as: health and safety in the workplace, training, corporate restructuring, mergers, acquisitions and/or collective redundancies. Monthly meetings have also been instituted on various topics from among those covered by the scope of activities, based on the needs and by the methods considered to be most appropriate.
To prevent and penalize inappropriate behaviour and encourage employees to report it, a specific internal policy has been adopted, published on the Mediobanca website and distributed to all staff (see the comments on “WhistleBlowing Policy” in section G1-1 of this document for further details). Dedicated training on this policy has been provided to all employees.
With reference to relations with customers and suppliers, no relations are engaged in with parties implicated in unlawful activities which could be linked to potential breaches or abuses in order to minimize any impacts and risks related to the protection of internationally recognized human rights.
Through the Sustainability Policy, Mediobanca also emphasizes its rejection of forced, child labour, and any kind of harassment, whether physical, verbal, sexual or psychological, abuse, threatening or intimidatory behaviour in the workplace, guaranteeing respectful and favourable working conditions in the countries in which it operates.
Human rights protection actions have also been strengthened in the ESG Policy, which prohibits accepting business proposals involving individuals convicted of serious crimes, including human rights violations.
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S1-2 - Processes for engaging with own workers and workers’ representatives about impacts
The expectations of the workforce are surveyed directly throughout the year without the involvement of workers’ representatives, for a variety of purposes.
Firstly, a dedicated questionnaire is sent to a sample of employees 61, asking them to assess the materiality of the IROs as part of the Double Materiality Analysis (an activity which will then guide Mediobanca’s approach) as co-ordinated by Group Sustainability (the highest-level unit with responsibility for ensuring engagement in operating terms). This activity is conducted at least once a year, while the D&I Employee Engagement & Internal Communication unit schedules biennial climate analyses for all staff of Mediobanca and its subsidiaries. The most recent climate analysis (with a focus on DE&I, satisfaction and well-being) was carried out during FY 2023-24, with a level of staff engagement, measured by the response rate to the online questionnaire, of 75%.
The next climate analysis has been scheduled for FY 2026.
The D&I Employee Engagement & Internal Communication unit collects and analyses data on the implementation of the toDEI initiatives, and monitors the effectiveness of the action taken on an ongoing basis.
Mediobanca has also promoted the creation of several Employee Resource Groups (ERGs) to increase their sense of belonging and facilitate connections between people from different units and with different cultural backgrounds. The effectiveness of the initiatives is monitored on the basis both of the participation levels and the feedback received (in some cases a survey is conducted at the end of the events). The volunteering and engagement initiatives are also assessed as part of the climate analysis.
61 The Group Sustainability unit brought together a panel of around 40 employees, selected for their proven expertise in ESG matters, in order to ensure a qualified and informed assessment.
234 Consolidated Financial Statements as at 31 December 2025
Actions
S1-4 – Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions.
To implement the policies described and achieve the targets set, Mediobanca has planned and implemented specific actions and initiatives aimed at all employee categories, in accordance with material impacts and opportunities. The following is a description of such actions, results achieved, and financial resources already deployed or planned.
Initiatives in the DE&I area
In recent years, Mediobanca has developed a structured governance process to define and implement its diversity, equity, and inclusion (DE&I) strategy. Specifically, the position of Group Diversity and Inclusion Manager was established within Group HR, a Diversity, Equity & Inclusion Committee, comprising senior management figures, was appointed and approximately 1,000 inclusion ambassadors were chosen to spread the values of a fair and inclusive culture.
DE&I initiatives are part of the Bank’s ESG strategy and are fully integrated across the entire employee life cycle, from recruitment to the growth and development programmes, right up until the exit processes. The objective is to create a working environment that is increasingly open to dialogue and inclusion, in which the value of women in leadership positions can be fully recognized.
In this scenario, the toDei cultural change process launched in early 2022 continues, with its broad programme of training and awareness-raising initiatives, and engagement activities internal and external to the Bank.
A mandatory training programme was launched in the areas of Diversity, Equity & Inclusion and ESG wealth management, which generated a network of inclusion agents tasked with promoting a working style based on recognition, respect, inclusion, and appreciation of diversity.
The training programmes have addressed issues such as recognizing and managing bias, preventing and combating various forms of gender-based violence, and developing inclusive leadership. To support these initiatives, an internal handbook has also been drafted to disseminate the core principles of inclusive behaviour.
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Training activities, held in person and remotely, have been conducted, involving the entire corporate population (including both the Italian and non-Italian subsidiaries), and have been accompanied by a detailed internal and external communication plan. Mediobanca has strengthened its role in its reference community, participating in round tables, workshops, and initiatives with a high social impact.
Among the initiatives that have been promoted, the WORDS project has stood out for the strong interest and appreciation levels it has received. The project aimed to promote the use of inclusive language, which has been recognized as essential for diversities to be recognized and valued. Developed in partnership with the Catholic University of Milan, the project involved scientific research on the areas of resistance and the opportunities related to the use of inclusive language, involving over a thousand people. This research was then published book form, with the title “WORDS – What it means to speak inclusively”, which addresses the beliefs and barriers involved, using a practical and non-dogmatic approach, and offering concrete assistance to facilitate fairer and better-informed communication.
In October 2025, Mediobanca also launched a partnership with Comestai, a clinical centre which specializes in eating disorders, with the aim of promoting psychological and physical well-being through concrete counselling, support and awareness-raising initiatives. The project, which is part of the toDEI programme, involves:
—Webinars giving information on prevention, how to recognize signals not to be underestimated, and dialogue with children;
—Support groups for parents and family members led by qualified professionals.
As part of the toDEI initiatives to support female leadership, for the third consecutive year, Mediobanca supported the WomenX Impact Summit project, encouraging female colleagues to sign up for this international event on female leadership, empowerment, and the future of work.
At the end of November 2025, the renewal audit for the gender parity certification issued in accordance with the UNI/PdR 125:2022 standards was successfully completed for: Mediobanca S.p.A., Mediobanca Premier S.p.A. and Compass Banca. The scores obtained by Mediobanca and Mediobanca Premier confirmed the companies’ assessments, whereas Compass reported significant improvements.
236 Consolidated Financial Statements as at 31 December 2025
Work-life balance
Mediobanca recognizes the importance of an adequate work-life balance for the well-being and productivity of its employees. To pursue this goal, systems and tools are offered to support work-life balance, encouraging greater flexibility and improving access to family benefits. Mediobanca and its subsidiaries offered the following initiatives to all its staff members during the reporting period:
―Part time option: available depending on the tasks performed, with priority being given to workers with difficult family or personal situations. Working part-time in no way constitutes grounds for discrimination in working relationships and/or professional development;
―Time bank: annual time bank consisting of a number of hours’ paid absence in addition to ordinary leave and permits, to be used by staff in serious personal and/or family circumstances. This is funded by the company and its employees, who may voluntarily donate their hours;
―Flexi-time: available for most staff who work regular working hours, to limit overtime work, which is otherwise governed by the provisions of their contracts and employment legislation;
―Parental leave policies: ten days of paid paternity leave guaranteed, in addition to those required by local law. The company welfare system offers a variety of benefits, such as vouchers and expense refunds for prevention, counselling and seminars on parent/ child relationships, and how to manage parenthood. In addition to the provisions of applicable legislation and of the National Collective Bargaining Agreement, further leave is available for childcare, nursery and/or preschool placement, specific learning disabilities (SLD), granting equal rights to cohabiting partners, and adoption and foster care;
―Volunteering: additional hours for volunteer work involving Mediobanca Premier and Compass employees;
―Breastfeeding: specific leave available at Mediobanca Premier for mothers who may benefit from a two-hour breastfeeding leave;
Telecommuting: agreement formalized at Compass and MB Credit Solutions to allow employees experiencing family or personal hardship to predominantly work remotely.
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After being successful in the public competitive procedure known as #RiParto, promoted by the Department for family policies run by the President’s Office of the Italian Council of Ministers, Mediobanca has launched MoM, an innovative programme for employees returning from maternity leave.
The objective is to facilitate their return to work and to support an improved balance between their professional and private lives, through concrete instruments and customized services, to help women reconcile their professional and personal commitments more effectively. Some of the multiple initiatives included as part of the programme are:
―Individual coaching to support professional development and manage change;
―Training courses to help staff refresh their knowledge and facilitate their return to work;
―Childcare services to ease the burden of managing a family;
―Vouchers for online counselling sessions to protect the emotional well-being of staff returning to work.
Also included in the range of welfare policies offered by Mediobanca to help parents, the Bank is again running its long-term project “Un Fiocco in Azienda”, the initiatives of which include, for example, a dedicated programme on healthy eating during pregnancy, and a paediatric card which allows parents to find a paediatrician quickly in the event of an emergency for up to the first year of the child’s life. There is also an active inhouse community interna to share ideas and tips, and a counselling service for new mothers and fathers.
Mediobanca has also renewed its commitment to staff well-being by promoting an integrated approach to mental health, prevention, and quality of life. Some of the most significant initiatives implemented here is the partnership with the association “Unobravo”, through which staff are offered three free sessions with professionals to foster their personal growth and provide psychological support.
238 Consolidated Financial Statements as at 31 December 2025
Staff training and development
Mediobanca promotes the growth and development of its workforce through a structured and effective optional and mandatory training system, including specialized managerial and technical content, considering it an important opportunity to strengthen employee skills.
During the reporting period, mandatory courses were provided on various topics, including: Organizational Model under Legislative Decree No. 231/01, anti-corruption, anti-money laundering, data protection, market abuse, cyber-security, business continuity, MiFID II, IVASS, PSD2, code of conduct, cash management, personal health and safety, ESG and DAC6. Private bankers are required to attend a mandatory IVASS training session of 60 hours and an annual refresher course of 30 hours. The issues covered included the following areas: legal, contractual, technical, insurance and reinsurance, and management administration.
Mediobanca has instituted an Academy was established with the aim of streamlining, centralizing and empowering training initiatives, talent development and knowledge management. The Academy offers courses, conferences, events and development programmes, to enhance the technical and managerial skills of its human capital.
The Academy, which is addressed to employees of Mediobanca and its subsidiaries, aims to be a centre of excellence for spreading financial education, corporate culture, and management ethics, helping to promote shared values and support sustainable and inclusive economic and social development.
Mediobanca Academy is divided into three schools:
―School of Innovation & Technology: this school defines skills and expertise, promoting innovation and the acquisition of new knowledge through technology;
―School of Business & Markets: this school aims to foster excellent financial skills and disseminate ethics and integrity in customer care, combining theory and practice;
―School of People & Culture: this school guides people’s growth paths by promoting inclusion and management ethics and core values, and by creating a work environment that celebrates the value of each individual and the strength of teamwork.
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During the reporting period, specific training pathways have been activated for different roles, primarily in the CIB, Wealth Management and Consumer Finance areas, with a view to strengthening professional skills and to furthering the continued growth of our people. In the People & Culture area, the Bank has also promoted awareness-raising and development initiatives, with a particular focus on the following issues: diversity and inclusion; and team leadership and management (for managers). The Academy training programme has also included team-building activities, individual coaching programmes, and mentoring initiatives.
Numerous initiatives were also implemented to raise awareness of ESG issues. The entire corporate population of Mediobanca and the main subsidiaries 62 took part in a training course on aspects of Sustainability and ESG issues to provide an overview of the regulatory scenario and market trends in terms of sustainable products, and provide a description of strategic positioning in the ESG area. Furthermore, the mandatory training course “Sustainability and Human Rights” ensures that awareness is raised at least once among all employees of the risk of violating human rights, including the indirect impacts, through relations with clients and suppliers.
The cost of ESG training is included in the broader annual training budget, which amounted to over €1.2m, with an investment of approx. €217 per employee for the six months. This amount is attributable to the item “Other administrative expenses” in the Consolidated Profit and Loss Account. The per capita cost in the six months ended 31 December 2025 was disproportionately lower than in previous financial years, as the majority of the training and development initiatives are planned during this period, and are actually run (and the effective costs therefore incurred) primarily in the January-June six-month period.
Each training initiative is monitored to assess satisfaction and effectiveness, ensuring alignment with established training targets and achievement of quality standards.
Mediobanca values individual skills, aptitudes, and abilities, offering opportunities for professional growth. The performance evaluation system assigns clear and measurable targets, with interim and final feedback, to ensure transparency and professional development.
Performance evaluation is a system that meets the need for objectivity in terms of assessing individual performances and defining responsibilities. At the start of each
62 The following are excluded from the course: Polus Capital Management, ARMA Partners, Messier & Associès LLC, Messier & Associès SCA, CMB RED SAM.
240 Consolidated Financial Statements as at 31 December 2025
financial year the respective line managers assign and discuss their team members’ targets with them (professional, operational, personal development and corporate) based on their professional profile, position within the organization and the strategic objectives of the unit to which they belong. Individual targets are weighted according to the priorities assigned to each resource and are clearly established, achievable but challenging and time-bound. Intermediate feedback, although not mandatory, is provided to share the degree of achievement of the targets. At the end of the reporting period, the line managers carry out their evaluation of performances through a structured and objective discussion with their team members, to assess whether the objectives set have been achieved in accordance with the company’s values. The process guarantees transparency regarding the valuation criteria adopted and the training and professional development opportunities provided to employees.
Each employee’s performance evaluation scorecard contains mandatory targets relating to holding socially responsible behaviour and adopting organizational approaches based on understanding, respecting, and appreciating diversity, with particular attention to gender. One objective is also included, regarding the adoption of proper individual conduct in the achievement of the other objectives, that is, conduct in line with the provisions of the Code of Ethics, Code of Conduct, and Organizational Model.
In addition to performance evaluation, all staff can benefit from the use of another instrument known as continuous feedback, which provides immediate constructive feedback on specific activities or projects carried out in co-operation with colleagues.
Mediobanca monitors the effectiveness of the evaluation process through internal analyses conducted by the HR Business Partner unit.
For the purpose of attracting new young talent, Mediobanca has ongoing co-operations with the best universities in Italy and other countries, participating in on-campus selection and employer branding activities. Furthermore, a talent programme and a graduate programme aimed at talented young people continued during the reporting period as well, to bridge educational gaps and foster professional growth.
During the reporting period, all recurring employer branding activities for talented women continued, including: partnerships with the Woman & Tech Association; Women in STEM (Science, Technology, Engineering, and Mathematics), a series of interviews with employees with degrees in STEM disciplines; and the Woman Empowerment Programme (WEP), a women’s mentoring programme with successful young professionals from other industries.
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All the partnerships with other universities and associations to support talented women also continued, both in Italy and elsewhere, to further expand the selection base of candidates. Specifically, in addition to the initiatives launched during the previous financial year (King’s College, SKEMA Business School, University of Bath, the Association of Mathematical Engineers of PoliMi (Polytechnic University of Milan), and the JE CATT Association of the Catholic University in Milan), a new partnership has been launched with the Said Business School at the University of Oxford, specifically to support talented women.
The Ladies in Banking breakfasts also continue, which offer helpful advice to young women interested in a career in investment banking, as do the Ladies in Tech breakfasts, for women focused on a career in the IT sector.
Mediobanca has also completely revised its selection process and internship pathway for junior staff members in Corporate & Investment Banking, allowing candidates from all university faculties to apply and offering more varied apprenticeships in terms of training contents and networking events.
To make the selection process more impartial, the wording of job postings has been revised, and the assessment of potential candidates interested in investment banking and private banking has been outsourced to external consulting firms.
Mediobanca offers students the possibility of completing internships to complete their academic training, giving them an opportunity to use this experience to draft their university thesis. The Bank has increased its activities on the main social networks, with particular attention being paid to LinkedIn, where a specific section has been created to attract young talent.
In order to make internship opportunities more inclusive, in September 2025 Mediobanca held a Diversity Day at its headquarters for candidates registered as having legally protected status. The initiative enabled participants to come into contact with senior Mediobanca professionals, and to have a preliminary informational interview with the HR Business Partners, to identify how and where they might be fitted into the company in the future. Following this initiative, one of the participants, a recent graduate, continued with and passed the rest of the selection process, and is currently completing their internship at Mediobanca.
The existing partnerships with the Sant’Anna University of Pisa, the Polytechnic University of Milan, and the Polytechnic University of Turin have been continued, to support deserving students from economically disadvantaged backgrounds. Among these initiatives, Mediobanca supports the Girls@POLIMI project, which aims to
242 Consolidated Financial Statements as at 31 December 2025
reduce the gender gap in the STEM disciplines by providing scholarships to female students enrolled in courses with low attendance rates by women. In addition, some scholarships provided in conjunction with the Sant’Anna University of Pisa are exclusively reserved for talented female students, as part of a sponsorship agreement entitled “Mediobanca for Women’s Talent”.
All instances of women leaving the Bank are monitored, assessing their reasons, the internal climate, and the balance of the company’s workforce.
Specific support initiatives have been launched in response to the need to define effective retention policies for key Mediobanca staff. These measures include ongoing monitoring of staff turnover and corporate climate management through dedicated engagement activities. Furthermore, through the instruments already provided for in the Mediobanca Remuneration Policy, compensation measures have been introduced and/or enhanced with the aim of preserving the value of human capital, promoting integration and development, and ensuring the retention of talented key staff members.
It should be noted that, as things stand, the policies have not been affected in terms of content by Mediobanca’s entry into the BMPS Group.
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Targets
S1-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
Further to the statements made above regarding the absence of targets (see section BP-2 “Disclosure in relation to specific circumstances: events subsequent to reporting date” for further details), with a view to ensuring strategic continuity with the information disclosed last year, it has been decided to report the final results for the 2025 targets, including the delta relative to the baseline year. This decision serves to meet the need to guarantee transparency regarding the level of achievement of the targets delivered to 31 December 2025, offering readers clear evidence of the state of progress made versus the commitments entered into publicly.
Mediobanca reports on the final values of the diversity metric resulting from the toDEI initiative, which form part of the cornerstones of the Sustainability Policy. The KPIs were defined by involving a number of employees in dedicated working groups. During these meetings, the best strategies and opportunities for improving employee wellbeing and increasing diversity and equity within the organisation were assessed, in line with the principles of the Code on Diversity, Equity and Inclusion.
The metric applies to all subsidiaries.

Women in management roles | Date | Value (unit: percentage) | Chg. vs baseline
Baseline | 30/6/25 | 31% | —
Final data | 31/12/25 | 31.7% | +2.3%

The performance reported in the final balance sheet has been expressed as a percentage, with the aim of aligning with internationally recognised metrics, highlighting positive trends and monitoring progress in a clear and measurable way.
The reference figures relate to the ratio of women to men at Mediobanca and its subsidiaries, a variable that is constantly monitored via company applications. As these figures relate to headcount, this reporting is based on reliable scientific data.
In addition to the annual reporting, the KPI is constantly monitored internally by the ESG Management Committee, which in its meetings provides a moment of updating
244 Consolidated Financial Statements as at 31 December 2025
on the numbers and progress of the main initiatives. The final figure is in line with the timing of the program.
Monitoring diversity KPIs includes engaging worker representatives through scheduled meetings. This makes it possible to verify adherence to the agreements reached and to incorporate useful indications and suggestions deriving from benchmarks and market best practices.
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Metrics
S1-6 – Characteristics of the undertaking’s employees
As at 31 December 2025, Mediobanca and its subsidiaries employed 5,533 people, with the percentage of women remaining stable at 42% of the total.
Table 18: Number of employees by gender

Gender | 30/6/25 | 31/12/25
Men | 3,226 | 3,214
Women | 2,.307 | 2,319
Other | — | —
Not disclosed | — | —
Total employees | 5,533 | 5,533

Italy is the country with the largest workforce, i.e. 4,782 employees, confirming its strong local roots: it is the only country where more than 50 employees represent at least 10% of the total.
Of the contracts in force, 98% are permanent, 42% of which are for women; women represent 40% of the Mediobanca’s full-time employees and 94% of the staff employed part-time. The following shows a breakdown of the workforce by gender and contract type.
Para. 50 (b)
246 Consolidated Financial Statements as at 31 December 2025
Table 19: Number of employees by contract type, broken down by gender

| 30/6/25 | 31/12/25
Total employees | 5,533 | 5,533
Men | 3,226 | 3,214
Women | 2,307 | 2,319
Other | — | —
Undisclosed | — | —
Permanent contracts (total) | 5,393 | 5,419
Men | 3,155 | 3,151
Women | 2,238 | 2,268
Other | — | —
Undisclosed | — | —
Temporary contracts (total) | 140 | 114
Men | 71 | 63
Women | 69 | 51
Other | — | —
Undisclosed | — | —
Variable hours (total) | — | —
Men | — | —
Women | — | —
Other | — | —
Undisclosed | — | —
Full time (total) | 5,333 | 5,303
Men | 3,216 | 3,201
Women | 2,117 | 2,102
Other | — | —
Undisclosed | — | —
Part time (total) | 200 | 230
Men | 10 | 13
Women | 190 | 217
Other | — | —
Undisclosed | — | —

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Metrics reported in terms of number of people, and concern the headcount of employees across the entire reporting scope, as at 31 December 2025. Apprentices (if any) are included in the category of permanent contracts (there were none at the reporting date). The average number of employees is 5,539 (calculated as the point average of employees in the 6 months covered by the survey). For a breakdown by employee category, please refer to the table included in Section 12.2 Administrative Expenses of the Consolidated Financial Statements.
During the reporting period, 209 people left the Bank and its subsidiaries. Total outgoing turnover rate was 3.8%. The voluntary turnover rate was 3.1%. Other departures included: terminations by mutual consent, expiries of temporary contracts, and early retirements. The employee turnover rate for the reporting period was calculated by dividing the number of employees who left at 31 December 2025 in the reference year by the total number of employees, including the non-international companies. Employees who resigned voluntarily (retirement, termination by mutual consent), dismissal, or death were included in the number of terminated employees, while expiries of fixed-term contracts were not included.
248 Consolidated Financial Statements as at 31 December 2025
S1-7 - Characteristics of non-employee workers in the undertaking’s own workforce
As at 31 December 2025, a total of 1,195 people were engaged to work on behalf of the Bank under a variety of contractual arrangements (internships, self-employed work, other collaborations, etc.), in accordance with the legal and regulatory provisions in force in this area and in relation to the business requirements. These include 826 financial advisors from the Mediobanca Premier network and the Compass and Compass Link agents.
Table 20: Number of non-employees by type

| 30/6/25 | 31/12/25
Total non-employees | 1,231 | 1,195
Extracurricular internship | 297 | 263
Self-employed workers (Financial Advisors and agents) | 810 | 826
Temporary workers | 40 | 25
Others | 84 | 81

The information provided was reported using the headcount method at the end of the reporting period.
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S1-8 - Collective bargaining coverage and social dialogue
The industry’s National Collective Bargaining Agreement, as in the previous Sustainability Reporting as at 30 June 2025, stably covers 100% of employees the European Economic Area (EEA) and defines the minimum period of consultation with trade unions for the implementation of significant organizational changes. Collective bargaining agreements are also active in all other countries where Mediobanca operates, with the exception of the the United States. Where national collective bargaining agreements are not in place, the employment contract complies with best market practices.
With reference to the entire scope of Mediobanca and its subsidiaries, collective bargaining covers 99.7% of the company workforce. Considering also the non-EEA areas, the percentage is 97%. In each country where staff are employed, the relevant collective bargaining agreement is applied; in Italy a total of different agreements are applied. The coverage percentage is calculated by dividing the number of employees subject to collective agreements by the total number of employees of all companies included in the sustainability scope at the reporting date.
Table 21: Corporate population covered by collective agreements

| 30/6/25 | 31/12/25
Coverage rate | Employees (EEA) | Employees (non-EEA) | Employees (EEA) | Employees (non-EEA)
80 – 100% | Italy |  | Italy |

Furthermore, by law 100% of employees in Italy are covered by union representatives, who enjoy special protection, including against unfair dismissal to avoid retaliation for their union activities.
Furthermore, second-level agreements have been signed at companies with union representatives, supplementing the national collective bargaining agreement and existing company regulations, as explained in the section on social protection.
250 Consolidated Financial Statements as at 31 December 2025
There are no agreements in place with employee representatives of the European Works Council (EWC), the European Company (EC) Works Council, or the European Co-operative Society (ECS) Works Council. There are agreements in place with national employee representatives for all staff of subsidiaries with offices in Italy that apply the National Collective Bargaining Agreement for the Credit Industry.
S1-9 – Diversity metrics
The table below shows the gender distribution at the senior management level. According to internal regulations, the senior management includes the Chief Executive Officer of Mediobanca who, unlike in the previous reporting, also holds the position of General Manager.
Senior management also includes Key Function Holders, i.e. individuals who are not members of the Board but have significant influence over management, as listed below.
Table 22: Number and percentage of senior management by gender

| 30/6/25 | 31/12/25
Gender | no. | % | no. | %
Men | 16 | 80% | 15 | 79%
Women | 4 | 20% | 4 | 21%
Total | 20 | 100% | 19 | 100%

A gender gap among Key Function Holders can be attributed to the limited number of positions available and their long-established nature, with a low turnover rate. However, Mediobanca remains strongly committed to promoting gender diversity, actively seeking qualified female candidates on the market whenever opportunities for change arise.
The following table shows the distribution of employees by age group (under 30; between 30 and 50; over 50) and by employee category.
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Table 23: Number and percentage of employees by age group

| 30/6/25 | 31/12/25
Age | no. | % | no. | %
Under 30 years | 635 | 11.5% | 645 | 11.7%
Between 30 and 50 years | 3,521 | 63.6% | 3,305 | 59.7%
Over 50 years | 1,377 | 24.9% | 1,583 | 28.6%
Total | 5,533 | 100.–% | 5,533 | 100.–%

The majority of employees (approx. 60%) are between thirty and fifty years of age, while the average age is around 44 years. Consistent with the approach used in section S1-6, the information reported consists of the actual figure at the end of the reporting period.
Since end-2023, an annual risk indicator monitoring system has been operative for all Mediobanca subsidiaries for internal violence (verbal, moral, physical and sexual), operated by the Safety & Physical Security unit. The system enables the presence and/or development of any harassment in the workplace to be detected.
252 Consolidated Financial Statements as at 31 December 2025
S1-10 – Adequate wages
Mediobanca aims to guarantee fair compensation for all employees by adopting robust governance processes and constantly benchmarking against the market. The positioning of its employees’ compensation packages is monitored on a continuous basis versus the market, including with the support of specialized consultants.
Adequate wages are defined in accordance with applicable benchmarks and in full compliance with national collective bargaining agreements, if any. In countries where no collective bargaining agreements are in place (for example, the United Kingdom and United States), the employment contract complies with best market practices and local regulations, ensuring adequate wages.
To maintain the competitiveness of the compensation package offered and retain the best resources in terms of performance and potential, Mediobanca conducts regular annual benchmarking activities to assess the compensation positioning of its own staff compared to the reference market for each business division.
This activity is conducted with the assistance of leading, independent specialized consulting firms and takes into account the resources’ affiliation to a specific business area. In order to take into account specific market dynamics, their geographic location is compared with a significant reference sample differentiated for each division:
―the positioning of the Corporate and Investment Banking Division is benchmarked with that of Bulge Brackets Investment Banks, independent advisory firms, and CIB Divisions of major European commercial banks;
―for the WM HNW Division (MB Private Banking), the sample set refers to the market of Italian and foreign operators working in Private Banking in Italy;
―for the Consumer Finance (Compass) and WM Premier (Mediobanca Premier) Divisions, the main commercial players operating in the Italian market are taken into account;
―for the subsidiaries which perform asset management, independent companies belonging to banking groups or insurance companies operating in the relevant geographic areas are taken as a benchmark;
―for HF Divisions, the main commercial players operating in the Italian market are taken into consideration.
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S1-11 – Social protection (phase-in)
In accordance with Italian law, Mediobanca and its subsidiaries guarantee social coverage of its employees’ income in the event of illness, unemployment, occupational accidents, disability, family leave, and retirement. All employees enjoy these forms of social protection, in line with the previous year.
Various insurance policies are also offered to ensure employee protection:
―Accident insurance and permanent disability insurance: these cover accidents due to professional and non-professional activities and/or disability resulting from illness;
―Life insurance: this provides eligible beneficiaries (all employees) with insured capital in the event of the employee’s death;
―Long-term care insurance: this provides an annual lifelong annuity in the event of permanent loss of independence in performing basic daily activities.
The 12 employees of Heylight, with registered office in Switzerland, are the only ones excluded from social security coverage, as the company was included in the scope only recently. Its English and Italian subsidiaries, Heidi Pay and Holypay, both have local coverage, as required by law. Mediobanca is committed to supplementing the social security coverage provided for other employees.
S1-12 – Persons with disabilities
Mediobanca and its subsidiaries manage the inclusion of persons with disabilities in accordance with the regulations in force, providing incentives to the different company units to integrate staff who fall into this category Inclusion is guaranteed through ongoing attention to providing work tools and an environment suited to their needs, ensuring participation in training and social initiatives with the necessary support.
Mediobanca’s official website is provided with all functionalities necessary to make contents more user-friendly for people with different kinds of disabilities. Thanks to the use of AI, the website facilitates surfing on the part of epileptic, short-sighted and blind users, users with cognitive or motor disabilities, and users with attention deficit disorders.
254 Consolidated Financial Statements as at 31 December 2025
As mentioned previously, the Disability Manager is responsible for empowering people with disabilities by monitoring relevant regulations, promoting initiatives and solutions to improve their working conditions, and acting as their corporate contact person, especially during the delicate hiring phase.
At the end of the reporting period, at total of 290 staff with disabilities were employed, representing 5% of the total, in line with the previous reporting, when the figure stood at 287 (5% of the total).
In Italy, the classification of people with disabilities is defined by Law No. 68/1999, Article 1. The number of employees with disabilities for other countries has not been reported since there is no formal classification.
S1-13 - Training and skills development metrics
Mediobanca uses a constructive approach to professional development which is geared to achieving results over the long term. As a testament to this commitment, instruments to support staff assessment have been adopted, for the purpose of constructing development and training pathways that are consistent and effective for the business.
To facilitate access to and use of the above-mentioned Performance Evaluation campaign, Mediobanca has adopted the ZPerformance & Skills application, which made it possible to assess, during the reporting period, 5,227 people (94.9% men and 93.7% women), corresponding to approximately 94% of the company population (in the financial year ended 30 June 2025, 95.8% of the people assessed were 94.9% men and 96.3% women respectively). The figure is substantially in line with the previous reporting (1.8 percentage points less than the total, unchanged for men and reduced by 2.6 percentage points for women) and with the indications of the Procedure, which provides for a mandatory annual assessment per employee 63. It should be noted that during the financial year the data collection methodology was refined to ensure full compliance with the ESRS requirements. The calculation relating to the coverage of employees who received at least one appraisal was previously reported as the percentage of men and women (out of the total number of employees appraised). In this Report, the calculation uses, as the denominator, the total number of employees by gender, as required by the standard.
63 All company employees are subject to performance evaluation. Each year, a small percentage (ranging from 1% to 5%) are not assessed due to long-term absences or because they were hired towards the end of the financial year. For the purposes of this report, 6% of the workforce were not assessed, partly due to the exceptional circumstances that led to a new and second round of performance evaluations in 2025.
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Table 24 – Average number of hours training

| 30/6/25 12M | 31/12/25 6M
Professional category | Men | Women | Other | Not disclosed | Total | Men | Women | Other | Not disclosed | Total
Executives | 26.– | 24.4 | — | — | 25.7 | 12.1 | 11.4 | — | — | 12.–
Middle management | 44.6 | 41.2 | — | — | 43.5 | 17.4 | 15.– | — | — | 16.6
Other employees | 62.2 | 63.– | — | — | 62.6 | 22.8 | 21.4 | — | — | 22.–
Total | 47.4 | 52.7 | — | — | 49.6 | 18.2 | 18.4 | — | — | 18.3

S1-15 Work-life balance metrics
During the reporting period, 435 employees took family leave, of whom 6.2% were men and 10.2% were women out of the total workforce. The number of employees eligible for this type of leave stands at 5,533. As at 30 June 2025, the number of employees eligible for this type of leave had also been 5,533, and the number of employees who took parental leave was 450, of whom 12.7% were women (2.5 percentage points lower) and 4.8% were men (1.3 percentage points lower).
With respect to the reporting as at 30 June 2025, in line with the Parent Company BMPS and with current legislation, leave for family support has also been introduced in the calculation according to the provisions of national law or collective agreements, in addition to mandatory maternity and paternity leave.
In Italy, this period is regulated by the Consolidated Law on Maternity and Paternity (Legislative Decree No. 151/2001). It lasts a total of 5 months, with the option to take 2 months before and 3 months after child birth, or 1 month before and 4 months after. For countries abroad, please refer to local regulations. The information relating to the number of employees entitled to family leave may be slightly overestimated, as in some countries where Mediobanca operates, the right to parental leave is subject to the possession of specific requirements (e.g. USA) for which no information is available.
256 Consolidated Financial Statements as at 31 December 2025
S1-16 – Compensation metrics (pay gap and total compensation)
The Remuneration and Incentive Policy reflects the principles of neutrality, ensuring equal treatment regardless of gender and any other form of diversity. Evaluation and remuneration criteria are exclusively based on merit and professional skills.
Mediobanca has adopted a granular model for analysing data on compensation relative to the position held, which takes account of the responsibilities and complexity inherent in the various positions.
The Gender Pay Gap (GPG) is measured and monitored in accordance with the industry regulations in force and the instructions of the Bank of Italy. The Group’s Gender Pay Gap (GPG) indicator for the reporting scope as at 31 December 2025 stood at 45%.
To calculate the variable remuneration, it has been necessary to alter the criteria used until end-June 2025, applying the cash basis rather than the accrual principle. Accordingly, the variable remuneration component has been considered based on the sums actually paid or received in the reporting period. It should be noted that because of this change to the calculation criteria used for this Sustainability Report, to ensure alignment with the methodology used by Parent Company BMPS, the figure is not comparable with that represented in the previous Sustainability Report for the period ended 30 June 2025. As the new methodology was defined when the compilation of the data was already at an advanced stage, and the processing required to recalculate the figures for the previous period was complex and costly in technical and operational terms, it has not been possible to provide the recalculated data within a timeframe compatible with the disclosure requirements.
The indicator is calculated by dividing the difference between the average gross hourly wages of male and female employees by the average gross hourly wages of male employees.
The ratio of total annual compensation of the highest-paid individual to the total annual compensation median of all employees, excluding the highest-paid individual, is 58.3 (including all compensation components, as well as non-monetary benefits and fair value of the share component as per the Regulations for Issuers).
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S1-17 - Incidents, complaints and severe human rights impacts
During the financial year, no reports of potential episodes of discrimination were received, not even through the whistleblowing channels active on the subsidiaries’ websites.
Table 25 – Human rights episodes

| 30/6/25 | 31/12/25
Number of reported incidents of discrimination, including harassment | — | —
Number of complaints filed through channels established for workers to raise concerns | — | —
of which: | — | —
Number of complaints filed with the OECD National Contact Points for Multinational Enterprises
Amount of fines, penalties, and damages (in €’000) resulting from discrimination incidents and complaints filed | — | —
Number of serious human rights incidents related to own workforce | — | —
of which: | — | —
Number of incidents of non-compliance with the UN Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines for Multinational Enterprises
Number of serious human rights incidents which Mediobanca helped remedy for the benefit of those affected | — | —
Amount of fines, penalties and compensation for damages (in €’000) for serious human rights incidents affecting own workforce | — | —

The indicator “Number of complaints submitted through channels established for workers to raise concerns” measures the number of complaints submitted through
258 Consolidated Financial Statements as at 31 December 2025
corporate channels established for expressing their concerns on various social issues, such as working conditions, equal treatment, and fundamental workers’ rights.
Mediobanca has also set up channels for internal reports to be made (known as whistleblowing) which are available to its own staff and those of its subsidiaries (including staff employed on temporary contracts, interns, advisors, and other collaborators), suppliers, shareholders and members of the governing body.
These channels are also accessible to people not included in one of these categories in cases where the breach occurs during the selection process or to a person who is no longer employed by the Bank (if the breach occurred when they were still employed by the Bank).
The Mediobanca website includes a specific section with instructions on how to make internal reports (which can also be made anonymously) or reports to the authorities, guaranteeing confidentiality and protection against repercussions for the reporting party and other persons involved, as provided by the applicable regulations and stated explicitly in the Whistleblowing Policy (on which reference is made to section G1-1).
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S3 – Affected Communities
Strategy
S3-1 – Policies related to affected communities
Mediobanca and its subsidiaries play an active role in the communities in which they operate by pursuing growth geared towards creating sustainable value over the long period for all stakeholders, which is respectful of people, the environment and society. Such commitment to communities is based on dialogue and co-operation with individuals, businesses, institutions, and civil society organizations, through initiatives that generate positive impact and shared development projects.
Aware of the role and potential impacts of a financial institution on human rights, the Bank is committed to aligning its activities with international principles, based on the following guidelines:
―Conducting business activities and managing relationships with the community by organizing dedicated themed events, corporate citizenship initiatives, meetings and surveys;
―Maximizing positive impacts through awareness-raising initiatives, human rights training, and offering financial products.
Mediobanca describes in the Sustainability Policy its commitments in the area of human rights policy, relevant to the affected communities, including the processes and mechanisms for monitoring compliance with the United Nations’ Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines for Multinational Enterprises.
Through corporate social responsibility activities, partnerships with entities and institutions, financial education initiatives, and a sustainable finance product offering, Mediobanca and its subsidiaries contribute to the strengthening of the social and economic fabric by promoting financial inclusion, supporting SMEs and providing support for ESG projects, with a particular focus on the younger generations and more vulnerable communities.
260 Consolidated Financial Statements as at 31 December 2025
S3-2 Processes for engaging with affected communities about impacts
Mediobanca pursues ongoing engagement with local communities, recognizing their strategic importance in developing and maintaining its sustainable business model. Community engagement is developed through:
―Ongoing communication with organizations, bodies, and regulators representing stakeholder interests;
―Identification of areas of intervention with high social, cultural, and civil impact;
―Definition of actions consistent with the engagement activities and dialogue being developed.
Engagement with communities is an integral part of the Group Sustainability unit’s ordinary activities, and takes the form of meetings, events, collaborations, partnerships, engagement campaigns, and information exchange with key local stakeholders. The development of Corporate Social Responsibility projects is monitored constantly to ensure the achievement of the targets specified. After each initiative, particularly those addressed to the most vulnerable groups, stakeholder feedback is collected to assess whether their expectations have been met and to plan new developments.
The Board Risks and Sustainability Committee is responsible for assessing the Bank’s positioning in its strategy of sustainable growth, people empowerment, social responsibility, and reduction of environmental impacts. The Group Sustainability unit manages the engagement process, identifying solidarity projects, overseeing their implementation, coordinating communications, and managing the budget assigned to it.
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S3-3 - Processes to remediate negative impacts and channels for affected communities to raise concerns
As mentioned in the chapter on Mediobanca’s own workforce, the Bank has established internal and external reporting channels which however, to date, are not yet available to affected communities. Nonetheless, the Group Sustainability unit, which is responsible for relations with the community, is published on the Bank’s official website.
Actions
S3-4 - Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions
Mediobanca’s commitment is embodied in actions and investments that aim to generate positive and enduring impacts for the reference communities. For the main initiatives, the Group Sustainability unit defines and monitors specific KPIs to assess the achievement of specified target. The performance and results of these indicators are regularly shared with the Management ESG Committee, to support the decision-making and strategic direction processes.
The main initiatives are illustrated, categorized by focus area:
Environment and territory
In a context of growing concern for environmental impacts, Mediobanca and its subsidiaries pursue responsible resource management to reduce its ecological footprint. An example of this is the market-based Scope 1 and 2 CO 2 emissions neutralization initiative (5,608 tons for FY 2024-25).64
Other initiatives include support for Fondo Ambiente Italiano: Mediobanca is one of the “FAI 200”, a group of companies that support the fund, whose mission is to protect and take care of the historical, artistic and environmental heritage of Italy.
64 For further information, please refer to sections E1-4 and E1-7.
262 Consolidated Financial Statements as at 31 December 2025
Culture, research and innovation:
From its inception, Mediobanca has promoted a structured set of initiatives aimed at protecting, recognizing the value of, and sharing its cultural heritage. The main activities currently in progress include the following:
―Mediobanca Research Area (MRA): a centre specializing in economic and financial analysis and research, focusing on manufacturing companies and the industrial economy. The MRA has its own database which is fed with the results of balance sheet restatements acquired from official sources;
―“Vincenzo Maranghi” Historical Archive: now online, this archive preserves the Bank’s wealth of documents and makes it accessible;
―Mediobanca Historical Library: consisting of more than 12,000 volumes, it makes its collections on the history of Italian and international economic analysis available to the public;
―Istituto Europeo di Oncologia: the IEO was founded in Milan in 1994 at the initiative of Mediobanca which is a leading shareholder almost 25% of the share capital. The IEO is the leading private comprehensive cancer centre in Italy, combining clinical work with research. It also owns the Istituto Monzino, the leading specialist cardiology centre in Milan.
Outside Italy, CMB Monaco continues to support cultural initiatives that benefit the community; its partnership with the Grimaldi Forum, the Principality’s main cultural centre, has been renewed, reaffirming the company’s commitment to the vibrant Monégasque arts scene.
Social inclusion and financial education
Social inclusion
Mediobanca pursues social inclusion as a fundamental principle for creating value for communities. Everyone can contribute to the development of their local area and community, but the support and presence of a strong and inclusive social network is necessary. With this belief, the Bank supports numerous social inclusion initiatives in various areas, including:
―Programme for the protection of refugee children in Italy: Mediobanca supports the programme managed by UNHCR, the United Nations High Commissioner for
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Refugees, which aims to assist unaccompanied foreign minors upon their arrival in Italy. The programme helps young people overcome obstacles such as learning the language, building social relationships, understanding one’s rights, integrating into school, and finding employment opportunities. It also promotes the role of the “voluntary guardian,” which is essential for supporting minors during the delicate reception phase;
―Project INSIEME (Together): Mediobanca, Compass, and Mediobanca Premier cooperate with CUS Milano Rugby and the Milan city council to promote opportunities for sport among young people forming part of the weakest layers of society at risk of exclusion in certain peripheral neighbourhoods of Milan. The initiative, which began in 2017 in the Milanese suburb of Quarto Oggiaro, subsequently extended to the Via Padova and Baggio areas. Mediobanca also financed the refurbishment of the sports facilities most in need of upgrade and has renewed its support for a third three-year period (2023-26);
―Cometa Foundation: Mediobanca supports the training of students at Cometa’s Oliver Twist school in the textile processing sector. This initiative aims to train young people for employment in textile production, especially focusing on digital skills and environmental sustainability;
―Horizons: Mediobanca and the Francesca Rava Foundation have launched the second round of the Horizons project to promote the social reintegration of young offenders, offering them new opportunities for personal and professional growth through manual and educational activities;
―VIDAS: Mediobanca supports VIDAS, the association that offers free comprehensive social and healthcare assistance to terminally ill patients at home and at the Casa Vidas hospice in Milan. The Bank decided to support Casa Sollievo Bimbi which provides care and relief for children and adolescents at advanced stages of incurable cancer and their families;
―Associazione San Fedele: Mediobanca supports the San Fedele charitable association which has been tackling social and healthcare poverty in Milan for around seventy years.
264 Consolidated Financial Statements as at 31 December 2025
Financial education
Mediobanca and its subsidiaries are committed to providing basic financial education to its customers in Italy and abroad and implementing financial inclusion projects, especially for disadvantaged groups and those at risk of exclusion.
Mediobanca Private Banking offers financial education to its customers locally to promote awareness and knowledge of the products and services offered.
The multi-year project “Conta sul Futuro!” (Count on the Future!), developed by Mediobanca, Mediobanca Premier, and Compass, in collaboration with Junior Achievement Italia,65 offers a financial education and guidance programme for lower secondary school children.
Other corporate social responsibility projects
Mediobanca Premier has confirmed its commitment to children by sponsoring long-term projects able to generate a lasting impact on the community. During the reference period, the Bank has supported various charitable initiatives, including the following:
―Funds raised from the Christmas Concert staged by the Italian league for the fight against cancer (“Lega Italiana per la Lotta contro i Tumori”, LILT) being donated to the Child Care programme for children with cancer;
―Promoting solidarity among clients through the Christmas loyalty programme to finance new cancer prevention equipment;
―Involvement of staff through dedicated spaces being made available to buy gifts for charitable purposes to support associations such Dynamo Camp, Vidas, OVCI and AIRC.
In the United Kingdom, the Mediobanca London branch office supports the local charity St Mungo’s, including volunteering activities by some of the branch colleagues to help the homeless find secure housing.
The Monaco-based company CMB Monaco has supported numerous projects to help communities, including Cancer Research UK, which funds research for children and young people who suffer from cancer.
65 The largest non-profit organization in the world dedicated to economic and entrepreneurial education in schools.
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During the reporting period, Mediobanca and its subsidiaries disbursed approximately €3.2m in total, attributable to the heading “Other administrative expenses in the Consolidated Profit and Loss Account.
It should be noted that no serious incidents involving the reference communities of Mediobanca and its subsidiaries were identified.
Targets
S3-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
Further to the statements made above regarding the absence of targets (see section BP-2 “Disclosures in relation to specific circumstances: events subsequent to the reporting date” for further details), with a view to ensuring strategic continuity with the information disclosed last year, it has been decided to report the final results for the 2025 targets, including the delta relative to the baseline year. This decision serves to meet the need to guarantee transparency regarding the level of achievement of the targets delivered to 31 December 2025, offering readers clear evidence of the state of progress made versus the commitments entered into publicly.
The inclusion of the more socially vulnerable categories and those at the greatest risk of exclusion, especially young people, is a key issue for the Bank, and one of the pillars of its Sustainability Policy. The baseline for monitoring the new targets has been set at 30 June 2023.
The calculation, the metric used for which is expressed in absolute terms (€m), has been made using management (i.e. non-scientific) data, and in part subject to estimates, in accordance with the London Benchmarking Group (LBG) guidelines. The guidelines represent the global standard for classifying voluntary contributions made by corporations to communities. The LBG Guidelines are also used to measure final achievement of the targets. No areas for improvement emerged that would require the criteria or the activities relating to the donations made to the community.
The need to identify such a metric emerged from ongoing dialogue between the Bank and third-sector organizations and entities, even if the latter were not directly involved in defining the monitoring KPI. This performance is in any case made public, allowing communities to access information on the progress in the initiatives, and making it easier for potential areas for improvement to be identified.
266 Consolidated Financial Statements as at 31 December 2025
Table 26: Targets in relation to the affected communities (Euro thousand)

Description of the target | Baseline year 30 June 2023 | Total at 30 June 2025 | Total at 31 December 2025 | Change relative to the baseline
Support for projects with social and environmental impact | — | 13,400 | 16,600 | +23.9%

S4– Consumers and End-Users
Strategy
S4-1 – Policies related to consumers and end-users
Customers represent one of the key stakeholders for Mediobanca and its subsidiaries. For this reason, the protection and promotion of the human rights of the people with whom the Bank interacts through its products and services are considered to be a priority. Mediobanca is committed to operating ethically and responsibly, ensuring conditions of access to information and processing, transparency, and protection of customer information, in accordance with the Code of Ethics and Code of Conduct, which reflect leading international standards, including the United Nations Guiding Principles on Business and Human Rights.
In the reporting period no significant violations of these principles were found in relation to customers.
Mediobanca is committed to establishing and consolidating relations based on its clients’ trust and satisfaction. The transparency and clarity of services provided are guaranteed by ongoing relationships with bankers and by regular official communications, in compliance with legal obligations. The Bank also seeks to enhance its customers’ awareness of information security, by providing constant updates on evolving threats and cyber-attack methods.
Active engagement with clients through digital channels and social media is also increasingly strategic. To ensure transparency of relationships, specific policies governing access to products and services, access to quality information, and data privacy protection have been adopted. For further details, please refer to the section MDR-P Policies in the ESRS 2 General Information chapter.
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In performing its activities, Mediobanca pursues the objective of combining profitability and competitiveness with scrupulous business ethics, based on principles of honesty, professionalism, transparency and fairness towards its customers. The Sustainability Policy outlines the ethical principles governing relationships with customers. In particular, the Bank and its subsidiaries are committed to protecting personal data, ensuring its confidentiality, availability, and integrity. Consistent with these principles, they have adopted a business model that respects the financial soundness of its customers and is geared towards generating positive impacts in terms of inclusion and financial soundness, pursuing dissemination and accessibility, including through digital channels and innovative technology solutions.
To ensure the security of processed data and information, the Information Security Policy defines the principles adopted by Mediobanca and its subsidiaries to safeguard the availability, authenticity, integrity, and confidentiality of data, services, information, and digital assets, both for themselves and their customers. This commitment extends to the protection of the IT infrastructure and networks that underpin the ongoing high-quality provision of financial services, including in critical or unforeseen situations. Protection of the information capital also extends to interactions with customers, ensuring the adoption of specific security criteria that govern relationships in contractual and operational terms. Formalization of the information security rules is supported and completed by the IT Risk Management Policy, which defines the organizational and methodological framework adopted by the Bank to manage ICT and security risks. This ensures the effectiveness and efficiency of IT resource protection measures and aligns mitigation measures based on the level of IT risk. The IT risk management process involves continuous and rigorous monitoring of the company’s risk profile, conducted monthly, to ensure constant and timely controls. The results of these monitoring activities are collected in detailed reports, shared quarterly with the Risks and Sustainability Committee and the Board of Directors, ensuring transparency as required by applicable regulations.
To further strengthen the commitment to fairness towards customers, the Transparency Policy has the primary objective of protecting consumers by defining the principles of fairness to be pursued in banking, insurance, and investment products and services, including those being offered off-site. Specifically, unfair commercial practices, whether ambiguous or aggressive, forms of advertising that could mislead consumers, and contract clauses that may create a significant imbalance of rights and obligations to the detriment of the customer are prohibited.
With a view to actively engaging and continuously improving relations with customers, the Complaints Management Policy defines the general principles,
268 Consolidated Financial Statements as at 31 December 2025
approach, and governance rules for handling customer complaints. Mediobanca ensures that all end users are granted the ability to file a complaint and that the complaints management process is conducted according to criteria of consistency, uniformity, and standardization, while maintaining the appropriate flexibility due to the specific business and operational characteristics of individual companies. For more information on the complaints management process, please refer to section S4-3, “Processes to remediate negative impacts and channels for consumers and end-users to raise concerns”.
To support the integration of sustainability into the core business, the ESG Policy defines the guidelines for integrating ESG criteria into financing, investment, and advisory activities, ensuring that the products and services offered, and related information, are transparent and easily accessible to all consumers and end users. Mediobanca assigns a central role to transparency and accuracy of information, considering them essential for customer protection. The ESG Policy aims to disseminate the criteria used to identify funding and investments in assets and/or counterparties operating in non-socially responsible sectors.
S4-2 Processes for engaging with consumers and end-users about impacts
Mediobanca recognizes the importance of building and maintaining strong, satisfying relationships with its customers through ongoing dialogue and direct engagement. This approach allows it to proactively gather the perspectives of customers and end users, guiding the strategic and operational decisions of the Bank and its subsidiaries in managing the significant impacts that products, services, and activities may have on them, with a view to ongoing engagement and responsible improvement.
Compass and Mediobanca Premier have launched structured processes for recording customer satisfaction, using internationally-recognized methodologies in order to gain a real picture of their clients’ perceptions, thus allowing any critical issues found to be dealt with on a priority basis. Quantitative and qualitative monitoring of the level of customer satisfaction and brand loyalty is performed annually via specific surveys that monitor indicators, such as the Customer Satisfaction Index (CSI) and the Net Promoter Score (NPS), with reference to the world of investments especially.
Mediobanca Private Banking by contrast does not use surveys in view of the importance which confidentiality has in relations with its customers. However, the ongoing dialogue between advisors and customers, which is crucial to the division’s
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business model, makes it possible to pursue maximum customer satisfaction levels while at the same time making the service offered more efficient and innovative.
Compass Banca
Compass interacts with its customers through various contact channels, including paper mail, text messages, email, contact centres, social networks, and a comprehensive app. It promotes engagement activities, through content on its various products and services, and awareness-raising campaigns on cyber fraud (e.g., phishing risks, safe use of credentials, etc.).
Compass carries out customer satisfaction surveys. In the most recent, the Customer Satisfaction Index (CSI) recorded was 89.9/100, and the Net Promoter Score (NPS) 66/100.
Compass also conducts annual customer satisfaction surveys for its inbound calling service. In the reporting period a total of 49,000 spontaneous responses were recorded, reflecting a satisfaction level of 91%, three percentage points higher than in the previous reporting period.
Since late 2023, a sample-based survey has been instituted once a year, to measure the satisfaction levels and ascertain the degree of awareness of the terms and conditions applied to rolling-credit products. The results of the survey are reported regularly and included in the Conduct Risk Report, presented to the Board of Directors.
Compass also carries out research as part of the “Compass monitoring” and “HeyLight focus on” projects, to analyse future trends, end-consumer behaviour and purchasing choices. This analysis also includes CRIF data on special purpose loans, including vehicle finance loans.
270 Consolidated Financial Statements as at 31 December 2025
Mediobanca Premier
The bank reaches customers and users through its digital platforms (corporate website, customer areas, Mediobanca Premier app) and its main communication channels, offering service, engagement, and financial education content.
Ongoing customer satisfaction surveys are conducted with the support of a third-party research firm. During the reporting period the Bank carried out a survey to assess perceptions of the specific services offered, with a focus on customer experience at Mediobanca Premier branches. The analysis regarded in particular the branch layout and décor, the functionality of its services and internal spaces, and the perceived level of confidentiality, in particular during discussions with the referent advisor. The results of the survey are not yet available, and will be published in the next report.
Responses collected are compared to measure customer satisfaction, customer loyalty, and areas for improvement, in order to maintain high standards of excellence.
The Premier segment indicators being monitored include the Customer Satisfaction Index (CSI) and the Net Promoter Score (NPS), which for the period under review were 82/100 and 49/100 respectively.
The marketing offices oversee the proposal and development of new products, including those catering to traditionally underserved customer segments, supporting all sales channels. They also ensure market analysis, product governance, and customer satisfaction monitoring.
The increasing attention being focused by the supervisory authorities on vulnerable clients is an issue of growing importance in the European banking panorama. Mediobanca has adopted an operating manual instituting safeguards for vulnerable clients which enables it to continue performing business activities with such clients, in accordance with its own business model.
Mediobanca defines vulnerable clients as individuals who, for biographical, social or personal reasons, despite being able to sign contracts, are in evident difficulties, even only temporarily, in managing their relations with the Bank (such as difficulty in obtaining or providing information or choosing the most suitable product, greater vulnerability to marketing practices, higher exposure to external fraud). Staff who recognize one or more signs of vulnerability indicated in the operating manual adopt the appropriate general conduct principles, such as: offering alternative communication methods; addressing open questions to the client; or suggesting discussing the matter in the course of several meetings.
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S4-3 - Processes to remediate negative impacts and channels for consumers and end-users to raise concerns
Mediobanca and its subsidiaries recognize the importance of giving their customers a voice, which is why, in accordance with applicable regulations, they have activated specific channels for the purpose of collecting complaints and claims. These channels are handled confidentially and in compliance with applicable regulations.
Although there are no specific internal procedures that provide protection from possible repercussions, a form of protection is guaranteed as part of the complaints management process through free and unlimited access to the dedicated channels. Furthermore, the operating processes implemented for this purpose, in addition to addressing customer needs and requirements, ensure compliance with the most relevant standards. The Complaints Management Policy (see section S4-1) governs the processes put in place to ensure active customer engagement. The importance of proper complaints management is recognized throughout the value chain, including through co-ordination initiatives with business partners and product companies with a view to identifying and managing complaints within their respective jurisdictions. The Policy also defines the operational procedures for managing complaints attributable directly to the Bank.
Compass, Mediobanca Premier and Mediobanca Private Banking have been promoting the visibility of contact and reporting channels, describing how complaints are mapped in appropriate sections of their websites, including details regarding the nature of the complaints, the communication channels activated, the means by which they are managed, and the organizational units responsible. These elements represent a useful tool for monitoring any issues raised and addressed. Mediobanca and its subsidiaries evaluate the effectiveness of activated channels by analysing data from direct engagement with users and supporting continuous improvement of existing processes.
The frequency and nature of reports received are an indicator of the awareness and effective use of such tools. Although there are currently no structured mechanisms for assessing customer awareness, the volume and content of reports are monitored on an ongoing basis to identify potential areas for improvement.
Compass Banca
272 Consolidated Financial Statements as at 31 December 2025
Compass customers can express their dissatisfaction orally, by calling the toll-free number or customer service, or in writing, via social media, through review platforms, the reserved area of the website, or by using the app, sending an email or certified email, or writing a letter. Reports received via the digital, physical and telephone channels are handled by customer support, which analyses them and responds to the customer in a timely manner. Should grievances meet the characteristics of a formal complaint, they are forwarded to the Complaints Office, which handles them according to applicable regulations, the instructions of the Bank of Italy, and the corporate procedures.
Through ongoing briefing on the types of complaint received, the Complaints Committee and the offices involved analyse the most common issues, structuring process revisions to improve the customer’s experience.
Reports handled by Customer Service are mapped in reports that analyse trends, types and response service levels. Complaints received by the Bank are classified by macro-area, category, and subject. A report is then prepared detailing the related complaints management activities, including the average response time and outcome. Detailed information is available in the relevant section of the Compass website (“On the consumers’ side”, “Transparency and Accessibility”).
Mediobanca Premier
Mediobanca Premier maximizes engagement with its customers through all channels available: local branches and offices, customer areas, app, email and social networking.
Complaints are recorded and managed using a specific tool, to be filled in using the criteria defined by ABI and Consob. The Complaints Office extracts data from the tool to prepare regular reports that shows the main issues being raised. The Risks and Sustainability Committee and the Conduct Risk Committee also regularly monitor complaints management and trends, examining the most frequent causes and any remediation actions implemented.
In addition to the Complaints Management Policy, a procedure has been activated to ensure swift and exhaustive responses, promote resolution of issues raised, and safeguard the quality of relations with customers.
The dedicated section of the bank’s corporate website describes the procedure to file a complaint, gives confirmation of receipt, and provides annual reports on complaints management activity, including the related figures. Moreover, wide-
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ranging information on how to make a complaint is also provided, including the Practical Guide to the Banking and Financial Arbitrator, and the other documents required by the regulations in force.
Mediobanca Private Banking
Customers can file complaints using various channels, such as: registered mail, regular or certified email, or hand delivery with a receipt being issued.
Once a complaint has been received, the Bank will confirm receipt to the customer and provide a response within the time frame required by applicable regulations. If the complaint is deemed justified, the Bank will communicate in writing the action it intends to take. If not, it will explain the reasons for its rejection.
Complaints management is entrusted to the Group Legal organizational unit, which reports to the General Counsel, and is responsible for analysing complaints and preparing an annual report, thus ensuring maximum transparency.
274 Consolidated Financial Statements as at 31 December 2025
Actions
S4-4 Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions
In order to concretely implement the policies described above, pursue the targets defined in the 2025-28 Strategic Plan, and manage customer-related impacts, risks, and opportunities, Mediobanca and its subsidiaries have implemented a number of targeted initiatives, which may be categorized in different streams. The following section illustrates the main actions taken, the results achieved, where available, and the resources already deployed or planned.
Financial inclusion and information transparency
Mediobanca and its subsidiaries promote and recognize the value of its clients having financial awareness, through an education model based on the disclosure of simple, clear information on products and services. Mediobanca sees this arrangement as providing:
―An opportunity to contribute to improving customer loyalty through clear, transparent and comprehensive disclosure on sustainability issues;
―The possibility of generating positive impacts as a result of reducing social inequalities in providing access to credit and of the success of its inclusion and financial education initiatives.
Compass Banca
Compass’s contribution to financial inclusion and accessibility is embodied in the following initiatives:
―Communications for commercial purposes available also in English, French, Spanish, Filipino and Romanian, as well as Italian;
―Website sections in English, Spanish, Filipino, and Romanian;
―Compass app also available in English;
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―Audio guide versions for people with disabilities;
―Accessibility statements for Compass, Compass Rent, Compass Quinto and HeyLight websites and apps published as per AgID Guidelines;
―Multichannel approach to meet all customer needs as far as possible: physical POS, agents who can reach customers everywhere, online loans that can be applied for using any device, from any place and at any time (24/7);
―HeyLight (formerly PagoLight), the BNPL product allows merchants to grant their customers free payment deferrals for the purchase of goods or services. HeyLight allows customers to defer larger amounts over a longer period of time, and is complemented by the new consumer credit product HeyLight Digital Loan. This solution has allowed Compass to expand its range of both merchants and customers, ensuring rapid access to credit among younger customers as well, by means of a simple process available at both physical POS and online. The HeyLight ecosystem is completed by a dedicated app which allows POS and participating e-commerce websites to be identified, and users to apply for a HeyLight card, a circuit card that allows all purchases to be paid for in instalments;
―“ImpAct” (formerly “RisparmIO”), the project explores issues concerning household budget management, environmental sustainability, and well-being. The contents are available in a dedicated section of the company’s website and are sent to customers via Direct Electronic Marketing (DEM) campaigns, and published on the main corporate social media. Over 37 million DEMs have been distributed since launch in July 2023, 8.5 million of which were sent during the reporting period.
In July 2025, the European Investment Bank (EIB) and Mediobanca signed a new €100m agreement to improve access to credit for Italian small and medium-sized enterprises (SMEs). The venture is destined to generate up to €200m in new finance to support the real economy, distributed primarily through Compass Banca. Of the total, 60% will be earmarked for micro-enterprises (companies with fewer than ten members of staff), while 20% will be earmarked for businesses managed by women or for projects that seek to promote gender equality. Particular attention will also be given to companies operating in the Cohesion Policy regions of Central and Southern Italy. To comply with the agreement, Mediobanca’s planned objective is to grant €200m in loans by June 2027. As at 31 December 2025 Compass had disbursed loans worth approx. €11m, after the initiative had become operative at end-September 2025.
276 Consolidated Financial Statements as at 31 December 2025
Mediobanca Premier
Mediobanca Premier consistently promotes financial inclusion and the accessibility of its channels and services. Through its communication channels and a dedicated section on its company website, it conducts regular financial education campaigns and distributes its quarterly proprietary magazine, Markets & Strategy, which contains indepth articles for investor clients. The bank has also been launching bimonthly educational campaigns for the safe use of digital channels, with content available on its corporate website.
Moreover, Mediobanca Premier pays particular attention to the financial inclusion of women and younger generations: to increase women’s involvement in financial planning processes, it has launched a programme known as “Women Empowerment” in conjunction with the Italian Private Banking Association (AIPB) and Doxa, a research and survey institute.
With the Next Wealth Generation programme, the bank also aims to progressively develop the product and service offering for children, teenagers, and young adults. In the reporting period family credit cards were introduced, while in 2026 the Teen Current Account product is due to be launched for young people aged between 12 and 17 years of age.
The bank aims at contributing to the improvement of its clients’ financial health by increasing the percentage of investor clients who hold products related to long-term savings or investment schemes – such as sophisticated advisory solutions, pension funds, and hybrid insurance policies. Mediobanca Premier also promotes financial inclusion at the local level. During the year, several finance-themed conferences were held in various Italian cities, gathering contributions from industry experts, asset managers, and trade associations to spread financial literacy.
During the reporting period, the bank focused on the accessibility of its digital channels, launching a training programme for employees and implementing technical solutions on its corporate website to facilitate access to content. The Bank constantly monitors the accessibility of its digital channels through regular assessment processes conducted by independent certification bodies. The Accessibility Statement is regularly updated on its website.
As required by law, a dedicated email channel is available for reporting critical issues, to which the Bank responds within 30 days. A multidisciplinary team manages reports and accessibility gaps.
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Mediobanca Private Banking
Mediobanca Private Banking promotes and appreciates the value of its customers’ financial awareness by providing clear and simple information about its products and services. Advisors offer ongoing financial education, allowing customers to make informed decisions about the solutions and services offered.
Sustainable product offering
In line with market standards and its own strategy, Mediobanca and its subsidiaries have continued to offer sustainable products, both as part of customer operations, and in terms of the diversification of ESG sources of financing. Mediobanca identifies this approach as being able to create positive impacts: the creation of social value by directing clients’ investment capital towards ESG-related products, while at the same time contributing to increase customer satisfaction due to the quality of the products and services offered.
Following the ECB guidelines, the green transition of the Bank’s portfolio has been made possible due to the 2025-28 Strategic Plan, which contains targets in terms of portfolio percentage and contribution to the Bank’s earnings results. For further details on ESG-related lending targets and the progress of their achievement, please see section S4-5.
The Wealth Management division offers a wide range of ESG products and services.
Mediobanca Private Banking, Mediobanca Premier, and CMB Monaco offer investment solutions in funds that promote environmental and social characteristics or have sustainable targets (pursuant to Articles 8 or 9 of the SFDR Regulation).
As at 31 December 2025, the assets of Mediobanca Private Banking, Mediobanca Premier, and CMB Monaco customers invested in funds pursuant to Articles 8 and 9 of the SFDR (including 32 funds instituted by all Mediobanca’s subsidiaries) amounted to approximately €13.4bn, higher than the €12bn reported at 30 June 2025.
In 2025 Mediobanca Private Banking further enhanced its Private Markets solutions platform. Of the ten evergreen funds developed in partnership with leading international operators, six are classified as SFDR Article 8 funds, including Partners Group Royalties, which has been available exclusively on the Italian market for the Bank’s customers since mid-November 2025.
278 Consolidated Financial Statements as at 31 December 2025
Mediobanca Premier offers favourable terms on green mortgages. During the six months, Mediobanca Premier and CMB Monaco issued loans secured by energy class A and B properties totalling €102m, i.e. 11% of total new business.
Within the Corporate & Investment Banking division, the provision of ESG loans continued, totalling almost €8.2bn as at 31 December 2025 (6% of which green and 94% KPI-linked) in terms of commitment, and €3.7bn disbursed.
Among its various ESG initiatives, Selma Leasing has structured an approx. €35m lease for the completion of a new, 130,000 squ.m industrial pole which qualifies as a “sustainable urban redevelopment project”.
In the Debt Capital Market segment, Mediobanca acted as Bookrunner and/or Structuring Advisor during the six months in the placement of eight ESG-labelled bonds, for a total value of approximately €4.4bn. Of these, 75% were Green (five) and Blue (one) bonds, while the other 25% were sustainability-linked bonds. The main deals include the inaugural, €1bn EU Green Bond issued by SNAM S.p.A. , and the first Blue Bond issued in Italy by A2A for €155m.
Since 2023, the Corporate Division has had its own Energy Transition Team, focused on transactions supporting the energy transition, with a focus on renewable energies and on the gradual replacement of fossil assets with sustainable solutions.
In its Consumer Finance division, during the period from July to December 2025 Compass provided green loans (for sustainable mobility and energy efficiency) and social loans (for example, to SMEs in areas with low per-capita GDP, for medical expenses or training, or salary-secured loans to low-income retirees) for a total of €213m, a 7% increase on the same period last year.
Through compliance with the internal regulations, plus ongoing monitoring by the control units, Mediobanca seeks to avoid causing or contributing to causing potential material adverse impacts on its clients in the conduct of its business, adopting an approach based on protocol compliance priority and on customer protection (especially in cases where they are vulnerable), ensuring that commercial objectives do not compromise the integrity and security of the end-users.
Innovation and digitalization of solutions provided
The approach to the “Digital Agenda” involves an organic transformation process, through which technology is integrated directly into the business model, operating
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vertically up and down the various divisions. The Group IT Governance & Digital Innovation unit has a headcount consisting of more than 24 employees.
The development of the business support model in practice entails a multichannel customer journey, supported by bespoke advisory platforms and new services (instant credit, portfolio analysis, etc.), which allows Mediobanca to pursue retention opportunities and to attract new clients through its product offering available through a range of increasingly digitalized and innovative channels.
At the same time, the integration of sophisticated virtual assistants and advanced automation systems optimizes operations, eliminating paper-based processes, and reducing overheads and operational risks.
This vision is supported by a modern cloud-based architecture, which ensures both scalability and security, and by platforms that facilitate cross-selling and the integration of ESG criteria.
From an ecosystem perspective, we work with the large technology players, and invest in the fintech sector to capture developments in financial services early.
A new IT plan is in the process of being implemented, in close co-ordination with Parent Company BMPS, the objectives and investments of which will be fully included and set out in the next Group Strategic Plan, and will be aimed at facilitating interaction with clients.
Compass Banca
Over the past financial year, Compass improved its Instant Lending product range with innovative initiatives in process and technology to enhance the customer experience. Some products can now be requested exclusively through the MyCompass app, which averages over 60,000 monthly installations. The digital process automatically assesses creditworthiness and provides the customer with a decision within minutes.
Improvements have been made to the online lending flow, redesigned with a mobile-first approach to improve usability. During the reporting period this service generated more than €114m in new loans.
280 Consolidated Financial Statements as at 31 December 2025
Mediobanca Premier
During the period under review, Mediobanca Premier continued to develop digital services to improve customer relationships. The operations of delegated parties on the Premier Account and Securities Dossier were digitalized, allowing them to manage relationships directly from the Customer Area and the Mediobanca Premier App.
The adoption of the Qualified Electronic Signature continued, gradually replacing traditional paper-based processes and modernizing services. Furthermore, the Contact Centre migrated to an advanced platform to offer more effective customer support.
Finally, employees were involved in efficiency and productivity initiatives through Artificial Intelligence and Copilot solutions, demonstrating the commitment to digital transformation with a view to improving customer services.
Mediobanca Private Banking
The main project activities during the reporting period were as follows:
―Development of the existing digital platform to support staff and salesforce to maximize the efficiency and scalability of the commercial activity, while at the same time reducing the cost to serve. Digitalization of the remote channels will be enhanced, and development of the customer relations IT platform will be completed;
―Development work to the main advisory and portfolio management platforms.
The Mediobanca official website guarantees accessibility to persons with disabilities. Through the use of artificial intelligence, the website simplifies the browsing experience for epileptic, visually impaired and blind users, and people with cognitive disorders and attention deficit disorders or motor disabilities.
The digital initiatives implemented during the financial year involved the disbursement of approx. €0.9m, attributable to the item “Other administrative expenses” in the Consolidated Profit and Loss Account.
Cybersecurity and information protection
The protection of customer information, including personal data, is fundamental to Mediobanca and its subsidiaries, which is committed to mitigating the risk of cyberattacks and/or external fraud that may affect ICT systems, thus minimizing potential negative impacts on business operations and reputation.
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The Group Data Protection unit, within the Compliance unit, and the ICT & Security Risk unit, within the Risk Management unit ensure, each for their respective areas of responsibility, ongoing coverage of issues related to the protection of personal data and information, and on cybersecurity.
The Risks and Sustainability Committee and the Board of Directors are briefed annually by the Group Data Protection unit through a specific report, and quarterly by means of a dashboard that includes the main data protection-related issues, in addition to specific reporting when material events occur.
The ICT & Security Risk unit also provides the Board of Directors with an annual update on risks related to Information and Communication Technology (ICT) components and payment services, through specific reports. Once a quarter, the same unit also briefs the Risks and Sustainability Committee on developments in the risk profile, through certain KRIs (Key Risk Indicators) in the ICT risk area, including obsolete technology and incident management, and on the state of progress made in implementing the mitigation plans and independent controls.
The information managed concerns transactions, contracts, confidential customer data, and employee data. Mediobanca undertakes to protect such data from unauthorized or accidental alteration, loss or unauthorized disclosure. Furthermore, it ensures the availability and integrity of information and data, which must be reliable, usable, and up-to-date.
The regulations on personal data protection are applied according to the following model:
―Mediobanca, as the controller of personal data for a variety of data subjects (e.g. customers, employees, visitors and suppliers) in the European Union, and all the Italian subsidiaries that process personal data, are required to apply the GDPR and the Italian data privacy regulations in full (cluster 1);
―Non-Italian subsidiaries established in the European Union that process personal data, and those not established in the Union that process personal data for the purpose of supplying goods or services (even partially) to individuals in the Union or monitoring their behaviour in the Union, are required to apply the GDPR and applicable local legislation (cluster 2);
―Non-Italian subsidiaries not falling under the previous categories that process personal data fall into cluster 3.
282 Consolidated Financial Statements as at 31 December 2025
Each subsidiary guarantees the protection of the personal data for which it is the controller, identifying the relevant security objectives and principles.
Governance of risks associated with the processing of personal data is guaranteed through adoption of the general measures contained in the Personal Data Protection Policy and appointment of the same Data Protection Officer for cluster 1, and through co-ordination between the Data Protection Officer of Mediobanca and the local compliance officer, or the Data Protection Officer of the company concerned for clusters 2 and 3.
During the reporting period, Mediobanca and its subsidiaries continued to consolidate the necessary activities to comply with the provisions of the GDPR and the measures issued by the national and EU authorities. In particular, they undertook a development process including several initiatives to protect personal data in Italy:
―Consolidation of an assessment of the security of access to banking data, reviewing access rights and implementing differentiated control thresholds;
―Participation in industry-wide discussions, including with the Italian authority for personal data protection, on major issues such as the circulation of information in banking environments and tracking banking operations;
―Promotion of the principles of privacy by design and by default in personal data processing design and management;
―Strengthening co-ordination with non-Italian subsidiaries through a risk assessment model based on quantitative and qualitative analyses;
―Enhanced internal awareness-raising activities through targeted campaigns, topical newsletters, and operational communications to consolidate a culture of personal data protection.
Regarding data security, data exchange and access protection is ensured through the adoption of secure, clear, and certified communication protocols issued by certified authorities (e.g. Global Trust Certification Authority). Data access occurs in compliance with the need-to-know and least-privilege principles.
In recent years, personal data protection security measures have been enhanced, such as encryption of databases that contain confidential data (data at rest), the encryption of network flows (data in transit), and the masking of data stored in development and testing environments. Mediobanca has improved logical data
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security adopting several measures, including network segregation, access tracking, implementation of advanced malware identification and blocking solutions (NDR – Network Detection and Response), data centre communications protection, and an Active Directory protection and recovery system.
In the training area, all staff, including interns and staff employed on temporary contracts by Mediobanca and its Italian subsidiaries, completed a refresher course on GDPR issues, including a final assessment test, plus tips on data breaches and on the privacy-by-design/privacy-by-default principles.
The annual Information Security Awareness programme addressed to all staff, including interns and contract staff, is now consolidated and is updated annually in line with the developments in cyber threats. The main programme activities were as follows:
―Mandatory course on cyber security and IT security risk issues, with final test and dedicated sessions for critical positions (e.g. assistant bankers, HR);
―Security awareness signage produced; security bulletins sent via specific communications, to update users regarding the principal risks faced and phishing campaign simulations to check their security awareness levels;
―Early warnings sent for suspicious events;
―Regular training for Directors of Mediobanca (Board induction sessions).
Furthermore, in accordance with the DORA provisions, specific training has been prepared for providers which access the IT system operated by Mediobanca and its subsidiaries.
For retail and private customers, specific communications have been developed to raise their awareness of the main IT threats, along with an illustration of the guidelines to be followed for use of digital channels. The section of the official website devoted to information security has also been updated.
With regard to personal data protection, the Italian subsidiaries have adopted ex-ante and ex-post controls locally and maintain formalized reporting flows between the Group Data Protection unit and the subsidiaries.
284 Consolidated Financial Statements as at 31 December 2025
During the reporting period, the Cyber Security, Resilience & IT Regulation unit carried out the following activities on behalf of Mediobanca and the Italian subsidiaries, which will be repeated on an annual basis:
―Phishing/smishing simulations in order to verify the users’ ability to recognize these types of cyber-attacks and apply the correct IT security procedures;
―Technical security checks (vulnerability assessment and penetration test) carried out after major application and/or infrastructural updates;
During 2025, Mediobanca introduced a Data Loss Prevention (DLP) system, a set of processes, models, rules, and tools to classify and protect corporate information assets and prevent the unauthorized disclosure of confidential information. This system is applied to key communication and collaboration tools, such as email and sharing platforms.
The Bank has adopted an integrated approach to monitoring and evaluating the effectiveness of initiatives addressed to customers with the aim of ensuring a positive, measurable impact on end-user experience and awareness. The activities promoted, which include financial education programmes, transparent communication, the launch of innovative financial solutions with ESG features, and information campaigns on personal data protection, are regularly analysed, including through direct customer feedback.
These monitoring activities allow to identify opportunities for improvement, consolidate customer trust, and guide the evolution of actions with a view to continuous engagement and creation of shared value. Although structured ex-post evaluation tools are not always available, analysing existing data and engaging with stakeholders provide support in assessing the effectiveness of initiatives and identifying new opportunities for action.
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Targets
S4-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
Further to the statements made above regarding the absence of targets (see section BP-2 “Disclosures in relation to specific circumstances: events subsequent to the reporting date” for further details), with a view to ensuring strategic continuity with the information disclosed last year, it has been decided to report the final results for the 2025 targets, including the delta relative to the baseline year. This decision serves to meet the need to guarantee transparency regarding the level of achievement of the targets delivered to 31 December 2025, offering readers clear evidence of the state of progress made versus the commitments entered into publicly.
Mediobanca monitors and reports on specific metrics related to the ESG offering.
Table 27: ESG Product offering

Description of the target | Baseline year 30 June 2025 | Total at 31 December 2025 | Change relative to the baseline
ESG transactions originated (billions) | — | 1.2 | +100%
Impact of ESG products on client portfolios (percentage) | 49% | 50% | +2%

To identify these metrics, Mediobanca relied on benchmark analysis and sectoral best practices. Although they are not based on scientific data, the numbers are based on management data. The performance is made public and shared with the main stakeholders involved (e.g. investors).
The KPIs have been defined in percentage terms, with the aim of aligning with internationally recognized metrics, enhancing positive trends and monitoring progress in a clear and measurable way.
The metrics are respectively calculated as:
―ESG transactions originated: sum in absolute value of the structuring of ESG bonds (share of issue attributable to Mediobanca), ESG loans (Mediobanca CIB and
286 Consolidated Financial Statements as at 31 December 2025
Compass) and green mortgages (Mediobanca Premier and CMB) granted. The amount is on a cumulative basis;
―Impact of ESG products on the client portfolio: percentage ratio between the amount of funds classified as art. 8 and art.9 (formerly SFDR), on the total amount of funds in the client portfolio.
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IV - Governance - related information
G1 - Business Conduct
Strategy
G1-1 - Corporate culture and protection of whistle-blowers
Proper conduct, professional ethics, and the promotion of a corporate culture and values are the foundations that define the integrity of Mediobanca and its subsidiaries. The sense of responsibility towards the ethical principles that guide their actions is also reflected in the commitment to protecting whistleblowers.
As also stated in the Sustainability Policy, Mediobanca operates according to the highest ethical standards and does not tolerate any form of bribery or corruption. Business relationships are exclusively based on the quality of services provided and on customer needs, avoiding behaviour that may appear to be aimed at obtaining or offering improper advantages. The objective is to prevent incidents of corruption during business transactions. To ensure compliance with the regulations in force and to combat corruption, a solid system of internal rules, operational procedures and controls has been implemented, coupled with regular training programmes. These measures aim to mitigate reputational risk associated with inappropriate conduct such as corruption, money laundering, market abuse, mis-selling, conflicts of interest, green-washing, and social-washing. Proactively managing these risks is essential in order to maintain stakeholder trust and ensure long-term sustainability.
Mediobanca has adopted an “Organization, Management and Control Model” pursuant to Italian Legislative Decree No. 231/2001, which defines the general principles of conduct and identifies measures to prevent the risk of illegal activities, including corruption and financial crimes. Activities are also compliant with the principles contained in the policies described in ESRS 2.
Mediobanca’s Code of Ethics and Code of Conduct promote ethical and transparent conduct, requiring all parties involved, including suppliers and consultants, to comply with applicable regulations and actively participate in the corporate culture, reducing the risk of wrongdoing and strengthening reputation in line with the IROs. Mediobanca has adopted policies to manage the risk of non-compliance with regulations and fraud risk, as well as a directive to combat corruption. These documents are the cornerstones of the internal control system, and contribute to the prevention of unlawful conduct, the protection of corporate integrity, and the promotion of an ethical and transparent
288 Consolidated Financial Statements as at 31 December 2025
culture. The non-compliance risk management policy establishes a procedure to ensure compliance with internal and external regulations by all personnel, strengthening compliance and preventing violations. The fraud risk management policy defines the framework for preventing and managing fraud, including corruption, embezzlement, and system attacks.66 The anti-corruption directive regulates measures to combat corruption, strengthening individual and organizational responsibility in risk management. All three documents contribute to managing reputational risk, respecting human rights, and strengthening stakeholder reputation and trust, positively influencing the management of the IROs and ESG positioning.
Mediobanca has adopted a Policy on the Management of Conflicts of Interest to identify, prevent, and manage situations in which the Bank could harm the interests of a customer for the benefit of another customer, its own interests, or the personal interests of employees or members of corporate bodies. The Regulations governing Transactions with Related Parties and Their Associates ensure transparency, fairness, objectivity, impartiality, and compliance with the prudential limits for risk-bearing activities.
The Money Laundering and Terrorist Financing Risk Management Policy aims to prevent the products and services supplied from being used for criminal money laundering or terrorist financing purposes, ensuring compliance with regulations, including international sanctions.
The Regulations for Managing Confidential and Inside Information defines measures for the proper handling of confidential information, ensuring confidentiality and management through authorized channels exclusively. It includes prohibitions on trading in financial instruments for parties in possession of inside information.
The Policy on Transparency in Customer Relations and Consumer Protection ensures that the information provided to customers, including information on ESG characteristics, is clear and understandable, facilitating informed choices and prohibiting deceptive or aggressive commercial practices. With regard to greenwashing, a dedicated Directive was adopted. It describes the duties and responsibilities of the various Bodies, Departments, and Organizational Units for the mitigation of the risk of greenwashing.
66 The Fraud Risk Management Policy applies to: MBCredit Solutions; MBFACTA; CMB Monaco; Compass Banca; Mediobanca International; Mediobanca Management Company; Mediobanca Premier; Mediobanca SGR; MIS; Selma; Spafid; and Spafid Trust.
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To prevent mis-selling practices, the general principles of good conduct and transparency are supported by specific rules contained in the Product Governance Policy for product development and distribution, ensuring compliance with industry regulations.
All these internal regulations aim to minimize the risk of non-compliance and promote fair and transparent corporate conduct, contributing to the management of reputational risks arising from inappropriate conduct.
Mediobanca encourages timely reporting, including anonymously, of any violation of external or internal regulations, in accordance with the Whistleblowing Policy. Each company included in the Policy’s scope of application has instituted a dedicated internal channel and structured process for managing reports, while guaranteeing the confidentiality of the personal data of the whistleblowers, the facilitators, and the persons involved or otherwise mentioned in the report. Specific measures have also been put in place to safeguard and protect whistleblowers, facilitators, their relatives and colleagues from any form of retaliation or discrimination. Any retaliatory conduct is subject to disciplinary action, while whistleblowers are not subject to disciplinary action for unfounded reports, save in cases where wilful misconduct or gross negligence are involved.
With reference to the Bank’s own workforce, the reporting process also covers potential adverse impacts deriving from inappropriate behaviours, such as physical, verbal, sexual or psychological harassment, abuse, threats or intimidation in the workplace. To ensure that such behaviours are prevented, reported, and punished, Mediobanca has adopted specific internal regulations, which are published on its official website and distributed to all employees, including through dedicated training initiatives.
To ensure that the fight against corruption is carried out effectively and regulations are complied with, Mediobanca has developed internal rules, procedures, and controls, along with training and auditing activities.
Mediobanca and its subsidiaries provide appropriate anti-corruption training, either through e-learning or classroom methods, to employees and senior management, including initiatives for new resources and regular refresher courses. The training programme generally involves courses being assigned when material regulatory and/or organizational changes occur, and being repeated over a time horizon typically of three years.
290 Consolidated Financial Statements as at 31 December 2025
Although the areas that are more exposed to the risk of corruption are the business units, the purchasing and supplier management offices, and human resources, Mediobanca and its subsidiaries consider all employees to be potentially at risk of corruption and therefore as requiring dedicated training in this area.
Actions
Mediobanca actively promotes a culture of fairness and ethics among its employees, disseminating corporate principles and values and supporting initiatives to strengthen a solid corporate culture.
The requirement for all employees to be aware of regulations and attend training courses constitutes a prevention and awareness-raising tool that encourages fair and transparent behaviour and contributes to the creation of a shared culture of legality.
The ongoing dissemination of a corporate culture also occurs through the publication of news on the company intranet, keeping employees updated on regulatory developments.
The Academy unit monitors course attendance and sends reminders to ensure the completion of training sessions.
Mediobanca considers managing greenwashing risk a priority, adopting governance, strategy, and internal control measures to prevent it.
The Greenwashing Directive describes the model for preventing such risk, defining general principles, tasks and responsibilities of internal departments and controls, as well as guidelines for areas where ESG integration has a consolidated history. Mediobanca has also drafted a Greenwashing Manual with the aim of defining the principles for identifying, managing, and preventing such risk.
In the area of training, Mediobanca runs an online course on combating corruption at regular intervals. The course, which was assigned to the entire corporate population last year for the first time, has subsequently been provided to new recruits. with the objective of ensuring full coverage over time of all units exposed to this risk.
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Targets
Given the high standards of the internal regulations (which are aligned with best practice), the absence of corruption-related incidents and the solid tax governance framework that has been implemented, for the time being it has not been considered necessary to set measurable targets in these areas, hence no disclosure regarding the metrics used for such topics is possible, Nonetheless, the effectiveness of the sustainability policies and actions is monitored on an ongoing basis, through structured processes, including a whistleblowing system available to internal and external stakeholders. This system ensures the reporting and evaluation of any conduct that does not conform to corporate values, guaranteeing transparency, integrity, and effective monitoring of compliance with ethical and regulatory standards.
Furthermore, in the area of tax conduct, all staff are made aware of the importance of proper tax compliance, with the aim of avoiding administrative tax penalties or disputes with the tax authorities. In the reporting period, the Tax Risk Management and Compliance unit (TRM), in collaboration with Group HR, provided tax training courses, including: the co-operative compliance regime, FATCA regulations, CRS and QI.
G1-3 – Prevention and detection of corruption and bribery
Mediobanca and its subsidiaries that are subject to the Anti-Corruption Directive, have adopted specific policies and procedures, and the prevention of the risk of corruption and bribery is considered a key priority. As stated in the Policies mentioned above, Mediobanca is committed to conducting its business according to the highest ethical standards, and does not tolerate any form of bribery or corruption.
At the same time, the Organization, Management and Control Model (the “Model”) pursuant to Italian Legislative Decree No. 231/2001 promotes a culture of legality within the company, preventing the commission of crimes related to company operations. The Model includes principles of conduct and organizational measures that are binding on all recipients, with monitoring entrusted to the Supervisory Body, supported by the professional units, such as the Group Audit and Compliance & Group AML units and the Tax Risk Management unit, which carries out annual checks on some predicate offences under Law-Decree No. 231 and provides reports to the Boards of Mediobanca, Mediobanca Premier and Compass Banca.
The Model, which is aligned with the reference best practices and the Guidelines of the Italian Banking Association (ABI) and Confindustria, constitutes a key element
292 Consolidated Financial Statements as at 31 December 2025
of the preventive control system adopted by Mediobanca. The document has also been drawn up and adopted locally by each of the Italian subsidiaries according to their own respective business characteristics and risk profile. The only exceptions to this are Quarzo and Mediobanca Covered Bond, special purpose vehicles of Compass and Mediobanca Premier respectively, which are not included in the Model’s scope of application, as they do not employ any staff and reflect very low risk levels.
The Model rules apply to:
―Persons performing representation, administration, or management tasks within the company;
―Persons who exercise management and control over the company;
―All company employees subject to management or supervision of the above-mentioned individuals;
―Self-employed workers, consultants, professionals, (business/financial) partners, suppliers, agents, and third parties acting on behalf, or in the interest, of the company. Suppliers, business partners, and external networks are required to comply with the Code of Ethics.
An extract of the updated version of the Model is available to all employees on the websites of Mediobanca and its subsidiaries (if they have their own websites), while the full version may be viewed on the respective intranets.
Supervision of the operation of and compliance with the Model 67 is entrusted to the Supervisory Body, which has independent powers of initiative and control and meets adequate requirements of professionalism and integrity. The senior management of the subsidiaries are required to co-operate with the Supervisory Body to prevent the commission of unlawful acts. The non-Italian companies do not have their own Model. The Supervisory Body maintains information flows to the Board of Directors, monitoring the effectiveness and adequacy of the Policy with respect to the company structure and its ability to prevent predicate offences. It ensures that the Policy maintains its robustness and functionality over time, adapting to new regulations and activities. It proposes updates to the Policy, collaborating with the relevant offices. In the event of violations, it promptly informs the Risks and Sustainability Committee (if any) and the Board of Directors.
67 The non-Italian companies have not adopted their own Models as this is specifically a requirement of the Italian regulations..
Sustainability Report 293
The Model also refers to the Whistleblowing Policy, which also ensures the reporting of possible cases of bribery and corruption. As required by the Policy, specific controls have been adopted to prevent the person receiving the report (i) from being hierarchically or functionally subordinate to the reported person, (ii) from being the alleged person responsible for the violation or (iii) from having a potential interest related to the report that could compromise his/her impartiality and independence of judgement. At Mediobanca, the person responsible for internal reporting systems is the Group Compliance Officer.
The process for disclosing findings depends on whether the report is justified. If a report is found to be groundless, it is archived by the manager with a note being sent to the Body with operational responsibilities and to the Mediobanca Chief Audit Officer. If the report has been made in bad faith (i.e., with wilful intent or gross negligence), the manager will inform the Head of Human Resources to assess possible disciplinary action.
If the report is found to be justified, the Manager will prepare an explanatory note with a proposal for action (e.g., initiation of disciplinary proceedings, possible measures to prevent the recurrence of such incidents, reporting to the judicial authorities) to be submitted to the Body with operational responsibilities and, if applicable, to the local HR representative.
In more significant cases, the manager will brief the Chairman of the Board of Directors and the Statutory Audit Committee. If the matter concerns the predicate offences governed by the Model instituted pursuant to Italian Legislative Decree No. 231/2001, the Supervisory Body will also be notified.
To maintain a corruption-free corporate environment, the Bank has adopted various initiatives.
Mediobanca ensures adequate training on combating corruption for employees and senior management, with initiatives for new resources and regular refresher courses. The Compliance unit and HR department may arrange for further initiatives to raise awareness of this issue, which may involve the entire corporate population (when changes are made to the reference regulations, or to the Bank’s organizational structure), through e-learning or classroom-based sessions.
Mediobanca and its subsidiaries run a training course (e-learning) with a final test on the fight against corruption, on the Decree and on the Policy adopted. It also includes classroom sessions or other types of training, differentiated according to the
294 Consolidated Financial Statements as at 31 December 2025
recipients’ qualifications, risk level of the area in which they operate,68 and the representation tasks performed on behalf of the Bank. 99.5% of these duties are the subject of training courses.
Senior management are also subject to specific training on this topic, and specific induction meetings may be organized when the Model is updated. The Board of Directors is responsible for approving the Organization, Management and Control Model, the Code of Ethics, and the Code of Conduct.
During the reporting period Mediobanca and its subsidiaries received tax-related administrative penalties for negligible amounts attributable to mere operating errors. No significant instances of non-compliance with laws or regulations were noted in regard of tax matters. With regard to pending tax disputes, please refer to the Notes to the Accounts, Section 10. Provisions for risks and charges - Heading 100. Part B - Information on the Consolidated Balance Sheet.
Metrics
G1-4 – Confirmed incidents of corruption or bribery
In the reporting period, no incidents of corruption nor evidence that could lead to assuming the occurrence of such phenomena were found. No convictions or fines were reported for violations of the regulations against corruption and bribery.
The reports, received through the whistleblowing channel did not, in any of the cases concerned, regard issues related to potential incidents of corruption.
68 The positions most at risk of corruption and bribery are generally business positions, the offices responsible for purchases and supplier management, and human resources.
Sustainability Report 295
Annexes– Taxonomy Templates
TEMPLATE ANNEX IV: TEMPLATE FOR THE KPI OF ASSET MANAGERS
Standard templale for the disclosure required under Article 8 of Regulation (EU) 2020/852 (asset managers)

| Disclosure reference date | 31/12/2025 |
| Esposizioni | % | Million EUR
1 | Total AUM | 100% | 27,712
2 | Assets covered by the KPI | 29.4% | 8,142
| % of covered assets | % Turnover-based | % CapEx-based
3 | Taxonomy eligible | 24.6% | 22.–%
4 | Nuclear activities | 0.7% | 0.6%
5 | Fossil gas activities | 0.8% | 0.4%
6 | Taxonomy aligned | 5.6% | 8.1%
7 | Undertakings subject to Articles 19a and 29a of Directive 2013/34/EU | 5.1% | 8.1%
8 | of which Non-financial undertakings | 4.2% | 7.4%
9 | of which Financial undertakings | 0.9% | 0.7%
10 | Other covered counterparties and real estate assets | 0.5% | 0.1%
11 | Exposures included on a voluntary basis | —% | —%
12 | Transitional activities | 0.5% | 0.7%
13 | Enabling activities | 2.3% | 3.4%
14 | Nuclear activities | 0.7% | 0.1%
15 | Fossil gas activities | 0.1% | 0.1%
| Taxonomy aligned per objective
16 | Climate Change Mitigation (CCM) | 5.3% | 7.5%
17 | Climate Change Adaptation (CCA) | 0.1% | 0.5%
18 | Water and marine resources (WTR) | —% | —%
19 | Circular economy (CE) | 0.1% | 0.1%
20 | Pollution (PPC) | 0.1% | 0.1%
21 | Biodiversity and Ecosystems (BIO) | —% | —%
22 | Non-assessed exposures
23 | Exposures financing non-assessed non-material activities of counterparties(4) | —% | —%
24 | Non-assessed exposures considered non-material by the reporting entity(5) | —% | —%
25 | Exposures to counterparties reporting in accordance with Article 7(9) of this Regulation(6) | —% | —%
| Breakdown of covered assets | % | Million EUR
26 | Undertakings subject to Articles 19a and 29a of Directive 2013/34/EU | 65.4% | 5.324
27 | of which Non-financial undertakings | 58.5% | 4.760
28 | of which Financial undertakings | 6.9% | 564
29 | Other covered counterparties and real estate assets | 34.6% | 2.818
30 | Exposures included on a voluntary basis(3) | —% | —

296 Consolidated Financial Statements as at 31 December 2025
ANNEX VI: KPI GAR E KPI OFF-BALANCE-SHEET
0. Summary of KPIs to be disclosed by credit institutions under Article 8 Taxonomy Regulation

|  | Total exposure to Taxonomy- aligned activities (currency) | KPI(%) | KPI(%) | % coverage (over total assets)(%) | Non-assessed exposures (% of covered assets)(%) | Non-assessed exposures (% of covered assets)(%)
|  | Turnover- based | CapEx-based | Turnover- based | CapEx-based |  | Turnover- based | CapEx-based
Main KPI | Green Asset Ratio (GAR) stock | 2,055 | 2,737 | 4.32% | 5.76% | 45.02% | —% | —%
Additional KPIs | GAR (flow) | 139 | 289 | 2.71% | 5.66% | 78.01% | —% | —%
| Financial Guarantees | — | — | —% | —% | —% | —% | —%
| Asset under management | 454 | 662 | 5.58% | 8.14% | 29.38% | —% | —%
| Fees and commission income |  |  |  |  |  |  |

NB: To calculate the flows, only those exposures opened during the last financial year (i.e. from 1 July 2025 onwards) have been included in the numerator and/or denominator.
Sustainability Report 297
The KPIs relating to the previous reporting are shown below (Financial Statements as at 30 June 2025). It should be noted that in the previous reporting the legislation in force before the entry into force of the Omnibus package had been applied, therefore, the KPIs of the GAR stock are calculated by applying different methodologies. The GAR flow covered the 12 months of the entire accounting year (from 1 July 2024 to 30 June 2025).

| Total Aligned Assets (Turnover) | Total Aligned Assets (CapEx) | Turnover KPI | CapEx KPI | % coverage (on total assets)
Main KPI | Green asset ratio (GAR) stock | 2,202 | 2,853 | 2.61% | 3.38% | 80,29%
| Total Aligned Assets (Turnover) | Total Aligned Assets (CapEx) | KPI | KPI | % coverage (on total assets)
KPI Additional | GAR (flow) | 650 | 1,092 | 3.27% | 5.49% | 18,89%
GAR (flow) |  |  |  |  |
Trading book | — | — | –% | –% |
Financial guarantees | 191 | 187 | 0,79% | 0.78% |
AuM |  |  |  |  |

298 Consolidated Financial Statements as at 31 December 2025
1. Assets for the calculation of the GAR (Turnover) (1 of 2)

| Stock/Flow (Million EUR) | 31 december 2025
| a | b | c | d | e | f | g | h | i | j | k | l | m | n | o | p
| Total Gross Carrying Amount | Of which Taxonomy eligible | Of which Taxonomy aligned |  | Non- assessed exposures |
| Breakdwn per environmental objective | Of which Use of Proceeds | Of which transitional | Of which enabling | Of which financing non- material activities of counterparties | Of which exposures financing counterparties reporting in accordance with Article | Of which not assessed consid− ered non- material by the credit institution
| Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water and marine resources (WTR) | Circular eco− nomy (CE) | Pollution (PPC) | Biodiversity and Ecosystems (BIO)
1 | GAR – Covered assets in both numerator and denominator | 47,514 | 19,825 | 2,055 | 1,994 | 2 | 42 | 12 | 5 | — | — | 26 | 574 | — | — | — | —
2 | Loans and advances, debt securities and equity instruments not HfT eligible for GAR calculation | 14,924 | 3,185 | 1,121 | 1,060 | 2 | 42 | 12 | 5 | — | — | 26 | 574 | — | — | — | —
3 | Financial undertakings | 9,571 | 1,449 | 215 | 213 | 1 | — | 1 | — | — | — | 18 | 88 | — | — | — | —
4 | Loans and advances | 8,034 | 1,146 | 161 | 160 | — | — | — | — | — | — | 16 | 74 | — | — | — | —
5 | Debt securities, including UoP | 1,310 | 298 | 52 | 51 | — | — | 1 | — | — | — | 2 | 13 | — | — | — | —
6 | Equity instruments | 227 | 6 | 2 | 2 | — | — | — | — | — |  | — | 1 | — | — | — | —
7 | Non-financial undertakings | 5,353 | 1,735 | 906 | 847 | 1 | 42 | 11 | 5 | — | — | 8 | 486 | — | — |  | —
8 | Loans and advances | 5,114 | 1,659 | 876 | 817 | 1 | 42 | 11 | 5 | — | — | 8 | 481 | — | — |  | —
9 | Debt securities, including UoP | 118 | 67 | 22 | 22 | — | — | — | — | — | — | — | 5 | — | — |  | —
10 | Equity instruments | 121 | 9 | 8 | 8 | — | — | — | — | — |  | — | — | — | — |  | —
11 | Households | 32,526 | 16,587 | 934 | 934 | — |  | — |  |  | — | — | — | — | — |  | —
12 | of which loans collateralised by residential immovable property | 12,941 | 12,941 | 934 | 934 | — |  | — |  |  | — | — | — | — | — |  | —
13 | of which building renovation loans | — | — | — | — | — |  | — |  |  | — | — | — | — | — |  | —
14 | of which motor vehicle loans | 3,649 | 3,645 | — | — | — |  | — |  |  | — | — | — | — | — |  | —
15 | Local government financing | 11 | — | — | — | — | — | — | — | — | — | — | — | — | — |  | —
16 | Housing financing | — | — | — | — | — |  | — |  |  | — | — | — | — | — |  | —
17 | Other local government financing | 11 | — | — | — | — |  | — | — | — | — | — | — | — | — |  | —
18 | Collateral obtained by taking possession: residential and commercial immovable properties | 53 | 53 | — | — | — |  | — |  |  | — | — | — | — | — |  | —
19 | Exposures included on a voluntary basis | — | — | — | — | — |  | — |  |  | — | — | — | — | — |  | —
20 | Total GAR assets | 47,514 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
21 | Assets not covered for GAR calculation | 59,721 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
22 | Central governments and Supranational issuers | 8,739 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
23 | Central banks exposure | 1,189 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
24 | Trading book | 15,932 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
25 | Undertakings and entities not subject to CSRD | 22,901 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
26 | SMEs and undertakings (other than SMEs) not subject to CSRD disclosure obligations | 19,697 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
27 | Loans and advances | 16,949 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
28 | of which loans collateralised by commercial immovable property | 637 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
29 | of which building renovation loans | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
30 | Debt securities | 2,185 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

Sustainability Report 299
1. Assets for the calculation of the GAR (Turnover) (2 of 2)

| Stock/Flow (Million EUR) | 31 december 2025
| a | b | c | d | e | f | g | h | i | j | k | l | m | n | o | p
| Total Gross Carrying Amount | Of which Taxonomy eligible | Of which Taxonomy aligned |  | Non- assessed exposures |
| Breakdwn per environmental objective | Of which Use of Proceeds | Of which transitional | Of which enabling | Of which financing non- material activities of counterparties | Of which exposures financing counterparties reporting in accordance with Article | Of which not assessed consid− ered non- material by the credit institution
| Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water and marine resources (WTR) | Circular eco− nomy (CE) | Pollution (PPC) | Biodiversity and Ecosystems (BIO)
31 | Equity instruments | 563 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
32 | Non-EU country counterparties not subject to CSRD disclosure obligations | 3,203 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
33 | Loans and advances | 3,102 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
34 | Debt securities | 90 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
35 | Equity instruments | 11 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
36 | Derivatives | 161 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
37 | On demand interbank loans | 803 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
38 | Cash and cash-related assets | 114 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
39 | Other categories of assets (e.g. Goodwill, commodities etc.) | 9,881 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
40 | Total assets | 107,235 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Off-balance sheet exposures (stock) to Undertakings subject to CSRD disclosure obligations and local governments
41 | Financial guarantees | 382 | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
42 | Assets under management | 27,712 | 2,002 | 454 | 436 | 5 | 1 | 8 | 4 | — | — | 42 | 189 | — | — | — | —
43 | of which debt securities | 15,524 | 959 | 257 | 247 | 3 | 1 | 3 | 3 | — | — | 32 | 90 | — | — | — | —
44 | of which equity instruments | 6,518 | 706 | 118 | 115 | — | — | 3 | — | — | — | 6 | 61 | — | — | — | —

300 Consolidated Financial Statements as at 31 December 2025
1. Assets for the calculation of the GAR (CapEx) (1 of 2)

| Stock/Flow (Million EUR) | 31 december 2025
| a | b | c | d | e | f | g | h | i | j | k | l | m | n | o | p
| Total Gross Carrying Amount | Of which Taxonomy eligible | Of which Taxonomy aligned |  | Non- assessed exposures |
| Breakdwn per environmental objective | Of which Use of Proceeds | Of which transitional | Of which enabling | Of which financing non- material activities of counterparties | Of which exposures financing counterparties reporting in accordance with Article | Of which not assessed consid− ered non- material by the credit institution
| Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water and marine resources (WTR) | Circular eco− nomy (CE) | Pollution (PPC) | Biodiversity and Ecosystems (BIO)
1 | GAR – Covered assets in both numerator and denominator | 47,514 | 21,270 | 2,737 | 2,643 | 3 | 74 | 14 | 4 | — | — | 30 | 974 | — | — | — | -
2 | Loans and advances, debt securities and equity instruments not HfT eligible for GAR calculation | 14,924 | 4,630 | 1,803 | 1,709 | 3 | 74 | 14 | 4 | — | — | 30 | 974 | — | — | — | -
3 | Financial undertakings | 9,571 | 2,023 | 267 | 265 | 1 | — | 1 | — | — | — | 20 | 122 | — | — | — | -
4 | Loans and advances | 8,034 | 1,700 | 192 | 191 | 1 | — | — | — | — | — | 17 | 96 | — | — | — | -
5 | Debt securities, including UoP | 1,310 | 315 | 72 | 71 | — | — | 1 | — | — | — | 3 | 25 | — | — | — | -
6 | Equity instruments | 227 | 8 | 3 | 3 | — | — | — | — | — |  | — | 2 | — | — | — | -
7 | Non-financial undertakings | 5,353 | 2,608 | 1,536 | 1,444 | 2 | 74 | 14 | 4 | — | — | 10 | 852 | — | — |  | -
8 | Loans and advances | 5,114 | 2,491 | 1,462 | 1,370 | 2 | 74 | 14 | 4 | — | — | 10 | 845 | — | — |  | -
9 | Debt securities, including UoP | 118 | 96 | 68 | 68 | — | — | — | — | — | — | — | 7 | — | — |  | -
10 | Equity instruments | 121 | 21 | 6 | 6 | — | — | — | — | — |  | — | — | — | — |  | -
11 | Households | 32,526 | 16,587 | 934 | 934 | — |  | — |  |  | — | — | — | — | — |  | -
12 | of which loans collateralised by residential immovable property | 12,941 | 12,941 | 934 | 934 | — |  | — |  |  | — | — | — | — | — |  | -
13 | of which building renovation loans | — | — | — | — | — |  | — |  |  | — | — | — | — | — |  | -
14 | of which motor vehicle loans | 3,649 | 3,645 | — | — | — |  | — |  |  | — | — | — | — | — |  | -
15 | Local government financing | 11 | — | — | — | — | — | — | — | — | — | — | — | — | — |  | -
16 | Housing financing | — | — | — | — | — |  | — |  |  | — | — | — | — | — |  | -
17 | Other local government financing | 11 | — | — | — | — | — | — | — | — | — | — | — | — | — |  | -
18 | Collateral obtained by taking possession: residential and commercial immovable properties | 53 | 53 | — | — | — |  | — |  |  | — | — | — | — | — |  | -
19 | Exposures included on a voluntary basis | — | — | — | — | — |  | — |  |  | — | — | — | — | — |  | -
20 | Total GAR assets | 47,514 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
21 | Assets not covered for GAR calculation | 59,721 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
22 | Central governments and Supranational issuers | 8,739 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
23 | Central banks exposure | 1,189 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
24 | Trading book | 15,932 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
25 | Undertakings and entities not subject to CSRD | 22,901 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
26 | SMEs and undertakings (other than SMEs) not subject to CSRD disclosure obligations | 19,697 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
27 | Loans and advances | 16,949 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
28 | of which loans collateralised by commercial immovable property | 637 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
29 | of which building renovation loans | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
30 | Debt securities | 2,185 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

Sustainability Report 301
1. Assets for the calculation of the GAR (CapEx) (2 of 2)

|  | 31 dicembre 2025
| Stock/Flow (Million EUR) | a | b | c | d | e | f | g | h | i | j | k | l | m | n | o | p
| Total Gross Carrying Amount | Of which Taxonomy eligible | Of which Taxonomy aligned |  | Non- assessed exposures |
| Breakdwn per environmental objective | Of which Use of Proceeds | Of which transitional | Of which enabling | Of which financing non- material activities of counterparties | Of which exposures financing counterparties reporting in accordance with Article | Of which not assessed consid− ered non- material by the credit institution
| Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water and marine resources (WTR) | Circular eco− nomy (CE) | Pollution (PPC) | Biodiversity and Ecosystems (BIO)
31 | Equity instruments | 563 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
32 | Non-EU country counterparties not subject to CSRD disclosure obligations | 3,203 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
33 | Loans and advances | 3,102 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
34 | Debt securities | 90 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
35 | Equity instruments | 11 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
36 | Derivatives | 161 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
37 | On demand interbank loans | 803 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
38 | Cash and cash-related assets | 114 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
39 | Other categories of assets (e.g. Goodwill, commodities etc.) | 9,881 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
40 | Total assets | 107,235 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Off-balance sheet exposures (stock) to Undertakings subject to CSRD disclosure obligations and local governments
41 | Financial guarantees | 382 | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
42 | Assets under management | 27,712 | 1,790 | 662 | 607 | 42 | 2 | 6 | 6 | — | — | 57 | 279 | — | — | — | —
43 | of which debt securities | 15,524 | 1,098 | 443 | 397 | 38 | 1 | 3 | 4 | — | — | 44 | 169 | — | — | — | —
44 | of which equity instruments | 6,518 | 310 | 101 | 99 | — | — | 1 | 1 | — | — | 6 | 56 | — | — | — | —

302 Consolidated Financial Statements as at 31 December 2025
1. Assets for the calculation of the GAR (flow) - (Turnover) (1 of 2)

| Stock/Flow (Million EUR) | 31 december 2025
| a | b | c | d | e | f | g | h | i | j | k | l | m | n | o | p
| Total Gross Carrying Amount | Of which Taxonomy eligible | Of which Taxonomy aligned |  | Non- assessed exposures |
| Breakdwn per environmental objective | Of which Use of Proceeds | Of which transitional | Of which enabling | Of which financing non- material activities of counterparties | Of which exposures financing counterparties reporting in accordance with Article | Of which not assessed considered non- material by the credit institution
| Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water and marine resources (WTR) | Circular eco− nomy (CE) | Pollution (PPC) | Biodiversity and Ecosystems (BIO)
1 | GAR – Covered assets in both numerator and denominator | 5,108 | 1,917 | 139 | 121 | — | 6 | 9 | 2 | — | — | 2 | 53 | — | — | — | —
2 | Loans and advances, debt securities and equity instruments not HfT eligible for GAR calculation | 1,013 | 361 | 77 | 59 | — | 6 | 9 | 2 | — | — | 2 | 53 | — | — | — | —
3 | Financial undertakings | 110 | 58 | 11 | 11 | — | — | — | — | — | — | — | 11 | — | — | — | —
4 | Loans and advances | 110 | 58 | 11 | 11 | — | — | — | — | — | — | — | 11 | — | — | — | —
5 | Debt securities, including UoP | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
6 | Equity instruments | — | — | — | — | — | — | — | — | — |  | — | — | — | — | — | —
7 | Non-financial undertakings | 904 | 303 | 66 | 48 | — | 6 | 9 | 2 | — | — | 2 | 43 | — | — |  | —
8 | Loans and advances | 904 | 303 | 66 | 48 | — | 6 | 9 | 2 | — | — | 2 | 43 | — | — |  | —
9 | Debt securities, including UoP | — | — | — | — | — | — | — | — | — | — | — | — | — | — |  | —
10 | Equity instruments | — | — | — | — | — | — | — | — | — |  | — | — | — | — |  | —
11 | Households | 4,084 | 1,556 | 62 | 62 | — |  | — |  |  | — | — | — | — | — |  | —
12 | of which loans collateralised by residential immovable property | 848 | 848 | 59 | 59 | — |  | — |  |  | — | — | — | — | — |  | —
13 | of which building renovation loans | — | — | — | — | — |  | — |  |  | — | — | — | — | — |  | —
14 | of which motor vehicle loans | 708 | 708 | 3 | 3 | — |  | — |  |  | — | — | — | — | — |  | —
15 | Local government financing | 11 | — | — | — | — | — | — | — | — | — | — | — | — | — |  | —
16 | Housing financing | — | — | — | — | — |  | — |  |  | — | — | — | — | — |  | —
17 | Other local government financing | 11 | — | — | — | — | — | — | — | — | — | — | — | — | — |  | —
18 | Collateral obtained by taking possession: residential and commercial immovable properties | — | — | — | — | — |  | — |  |  | — | — | — | — | — |  | —
19 | Exposures included on a voluntary basis | — | — | — | — | — |  | — |  |  | — | — | — | — | — |  | —
20 | Total GAR assets | 5,108 |  |  |  |  |  |  |  |  |  |  |  | — | — |  |
21 | Assets not covered for GAR calculation | 1,440 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
22 | Central governments and Supranational issuers | 2 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
23 | Central banks exposure | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
24 | Trading book | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
25 | Undertakings and entities not subject to CSRD | 1,331 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
26 | SMEs and undertakings (other than SMEs) not subject to CSRD disclosure obligations | 897 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
27 | Loans and advances | 867 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
28 | of which loans collateralised by commercial immovable property | 4 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
29 | of which building renovation loans | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
30 | Debt securities | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

Sustainability Report 303
1. Assets for the calculation of the GAR (flow) - (Turnover) (2 of 2)

| Stock/Flow (Million EUR) | 31 december 2025
| a | b | c | d | e | f | g | h | i | j | k | l | m | n | o | p
| Total Gross Carrying Amount | Of which Taxonomy eligible | Of which Taxonomy aligned |  | Non- assessed exposures |
| Breakdwn per environmental objective | Of which Use of Proceeds | Of which transitional | Of which enabling | Of which financing non- material activities of counterparties | Of which exposures financing counterparties reporting in accordance with Article | Of which not assessed considered non- material by the credit institution
| Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water and marine resources (WTR) | Circular eco− nomy (CE) | Pollution (PPC) | Biodiversity and Ecosystems (BIO)
31 | Equity instruments | 30 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
32 | Non-EU country counterparties not subject to CSRD disclosure obligations | 433 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
33 | Loans and advances | 433 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
34 | Debt securities | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
35 | Equity instruments | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
36 | Derivatives | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
37 | On demand interbank loans | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
38 | Cash and cash-related assets | 107 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
39 | Other categories of assets (e.g. Goodwill, commodities etc.) | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
40 | Total assets | 6,548 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Off-balance sheet exposures (stock)
41 | Financial guarantees (FinGuar KPI) | 81 | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
42 | Assets under management (AuM KPI) | 6,130 | 564 | 109 | 106 | 1 | — | 1 | 1 | — | — | 12 | 36 | — | — | — | —

304 Consolidated Financial Statements as at 31 December 2025
1. Assets for the calculation of the GAR (flow) - (CapEx) (1 of 2)

| Stock/Flow (Million EUR) | 31 december 2025
| a | b | c | d | e | f | g | h | i | j | k | l | m | n | o | p
| Total Gross Carrying Amount | Of which Taxonomy eligible | Of which Taxonomy aligned |  | Non- assessed exposures |
| Breakdwn per environmental objective | Of which Use of Proceeds | Of which transitional | Of which enabling | Of which financing non- material activities of counterparties | Of which exposures financing counterparties reporting in accordance with Article | Of which not assessed considered non- material by the credit institution
| Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water and marine resources (WTR) | Circular eco− nomy (CE) | Pollution (PPC) | Biodiversity and Ecosystems (BIO)
1 | GAR – Covered assets in both numerator and denominator | 5,108 | 2,062 | 289 | 228 | — | 60 | — | 1 | — | — | 4 | 123 | — | — | — | —
2 | Loans and advances, debt securities and equity instruments not HfT eligible for GAR calculation | 1,013 | 506 | 227 | 166 | — | 60 | — | 1 | — | — | 4 | 12 | — | — | — | —
3 | Financial undertakings | 110 | 42 | 20 | 20 | — | — | — | — | — | — | — | 20 | — | — | — | —
4 | Loans and advances | 110 | 42 | 20 | 20 | — | — | — | — | — | — | — | 20 | — | — | — | —
5 | Debt securities, including UoP | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
6 | Equity instruments | — | — | — | — | — | — | — | — | — |  | — | — | — | — | — | —
7 | Non-financial undertakings | 904 | 464 | 207 | 146 | — | 60 | — | 1 | — | — | 4 | 104 | — | — |  | —
8 | Loans and advances | 904 | 464 | 207 | 146 | — | 60 | — | 1 | — | — | 4 | 104 | — | — |  | —
9 | Debt securities, including UoP | — | — | — | — | — | — | — | — | — | — | — | — | — | — |  | —
10 | Equity instruments | — | — | — | — | — | — | — | — | — |  | — | — | — | — |  | —
11 | Households | 4,084 | 1,556 | 62 | 62 | — |  | — |  |  | — | — | — | — | — |  | —
12 | of which loans collateralised by residential immovable property | 848 | 848 | 59 | 59 | — |  | — |  |  | — | — | — | — | — |  | —
13 | of which building renovation loans | — | — | — | — | — |  | — |  |  | — | — | — | — | — |  | —
14 | of which motor vehicle loans | 708 | 708 | 3 | 3 | — |  | — |  |  | — | — | — | — | — |  | —
15 | Local government financing | 11 | — | — | — | — | — | — | — | — | — | — | — | — | — |  | —
16 | Housing financing | — | — | — | — | — |  | — |  |  | — | — | — | — | — |  | —
17 | Other local government financing | 11 | — | — | — | — | — | — | — | — | — | — | — | — | — |  | —
18 | Collateral obtained by taking possession: residential and commercial immovable properties | — | — | — | — | — |  | — |  |  | — | — | — | — | — |  | —
19 | Exposures included on a voluntary basis | — | — | — | — | — |  | — |  |  | — | — | — | — | — |  | —
20 | Total GAR assets | 5,108 |  |  |  |  |  |  |  |  |  |  |  | — | — |  |
21 | Assets not covered for GAR calculation | 1,440 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
22 | Central governments and Supranational issuers | 2 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
23 | Central banks exposure | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
24 | Trading book | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
25 | Undertakings and entities not subject to CSRD | 1,331 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
26 | SMEs and undertakings (other than SMEs) not subject to CSRD disclosure obligations | 897 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
27 | Loans and advances | 867 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
28 | of which loans collateralised by commercial immovable property | 4 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
29 | of which building renovation loans | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
30 | Debt securities | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

Sustainability Report 305
1. Assets for the calculation of the GAR (flow) - (CapEx) (2 of 2)

|  | 31 dicembre 2025
| Stock/Flow (Million EUR) | a | b | c | d | e | f | g | h | i | j | k | l | m | n | o | p
| Total Gross Carrying Amount | Of which Taxonomy eligible | Of which Taxonomy aligned |  | Non- assessed exposures |
| Breakdwn per environmental objective | Of which Use of Proceeds | Of which transitional | Of which enabling | Of which financing non- material activities of counterparties | Of which exposures financing counterparties reporting in accordance with Article | Of which not assessed considered non- material by the credit institution
| Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water and marine resources (WTR) | Circular eco− nomy (CE) | Pollution (PPC) | Biodiversity and Ecosystems (BIO)
31 | Equity instruments | 30 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
32 | Non-EU country counterparties not subject to CSRD disclosure obligations | 433 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
33 | Loans and advances | 433 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
34 | Debt securities | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
35 | Equity instruments | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
36 | Derivatives | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
37 | On demand interbank loans | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
38 | Cash and cash-related assets | 107 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
39 | Other categories of assets (e.g. Goodwill, commodities etc.) | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
40 | Total assets | 6,548 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Off-balance sheet exposures (stock)
41 | Financial guarantees (FinGuar KPI) | 81 | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
42 | Assets under management (AuM KPI) | 6,130 | 398 | 136 | 124 | 10 | — | 1 | 1 | — | — | 17 | 50 | — | — | — | —

2. GAR sector information (Turnover)
306 Consolidated Financial Statements as at 31 December 2025

a | b | c | d | e | f | g | h | i | j
Breakdown by sector – NACE 4 digits level (code and label) (Million EUR) | Total [Gross] carrying amount | Of which Taxonomy- eligible | Of which Tax− onomy- aligned | Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water and marine resources (WTR) | Circular economy (CE) | Pollution (PPC) | Biodiversity and Ecosystems (BIO)
1 | D35.11 Production of electricity | 894 | 337 | 261 | 226 | — | 31 | 1 | 4 | —
2 | H52.21 Service activities incidental to land transportation | 683 | — | — | — | — | — | — | — | —
3 | N77.11 Rental and leasing of cars and light motor vehicles | 660 | 19 | 2 | 2 | — | — | — | — | —
4 | C29.10 Manufacture of motor vehicles | 531 | 286 | 17 | 17 | — | — | — | — | —
5 | L68.20 Rental and operating of own or leased real estate | 499 | — | — | — | — | — | — | — | —
6 | J61.10 Wired telecommunications activities | 359 | 1 | — | — | — | — | — | — | —
7 | J61.90 Other telecommunications activities | 350 | — | — | — | — | — | — | — | —
8 | C28.29 Manufacture of other general-purpose machinery n.e.c. | 344 | 94 | — | — | — | — | — | — | —
9 | D35.22 Distribution of gaseous fuels through mains | 343 | 3 | 78 | 75 | — | 4 | — | — | —
10 | C27.31 Manufacture of fibre optic cables | 285 | 183 | 60 | 60 | — | — | — | — | —
11 | Nuclear activities | 50 | 2 | 2 |  |  |  |  |  |
12 | Fossil gas activities | 499 | 144 | 31 |  |  |  |  |  |
13 | Of-which non assessed exposures | — |  |  |  |  |  |  |  |

For the compilation of the "Total Gross Carrying amount" column relating to rows 11 and 12, the exposures belonging to the NACE codes defined by the Complementary Climate delegated act were considered, for which the percentages of eligiblity/alignment towards sectors 4.26 to 4.28 (for nuclear activities) and from 4.29 to 4.31 (for fossil gas activities) were available.
Sustainability Report 307
2. GAR sector information (CapEx)

a | b | c | d | e | f | g | h | i | j
Breakdown by sector – NACE 4 digits level (code and label) (Million EUR) | Total [Gross] carrying amount | Of which Taxonomy- eligible | Of which Tax− onomy- aligned | Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water and marine resources (WTR) | Circular economy (CE) | Pollution (PPC) | Biodiversity and Ecosystems (BIO)
1 | D35.11 Production of electricity | 894 | 612 | 521 | 461 | — | 55 | 2 | 3 | —
2 | H52.21 Service activities incidental to land transportation | 683 | — | — | — | — | — | — | — | —
3 | N77.11 Rental and leasing of cars and light motor vehicles | 660 | 19 | 2 | 2 | — | — | — | — | —
4 | C29.10 Manufacture of motor vehicles | 531 | 286 | 80 | 80 | — | — | — | — | —
5 | L68.20 Rental and operating of own or leased real estate | 499 | — | — | — | — | — | — | — | —
6 | J61.10 Wired telecommunications activities | 359 | 12 | — | — | — | — | — | — | —
7 | J61.90 Other telecommunications activities | 350 | — | — | — | — | — | — | — | —
8 | C28.29 Manufacture of other general-purpose machinery n.e.c. | 344 | 247 | — | — | — | — | — | — | —
9 | D35.22 Distribution of gaseous fuels through mains | 343 | 66 | 195 | 194 | 1 | — | — | — | —
10 | C27.31 Manufacture of fibre optic cables | 285 | 232 | 186 | 186 | — | — | — | — | —
11 | Nuclear activities | 50 | 2 | 2 |  |  |  |  |  |
12 | Fossil gas activities | 499 | 173 | 40 |  |  |  |  |  |
13 | Of-which non assessed exposures | — |  |  |  |  |  |  |  |

For the compilation of the "Total Gross Carrying amount" column relating to rows 11 and 12, the exposures belonging to the NACE codes defined by the Complementary Climate delegated act were considered, for which the percentages of eligiblity/alignment towards sectors 4.26 to 4.28 (for nuclear activities) and from 4.29 to 4.31 (for fossil gas activities) were available.
308 Consolidated Financial Statements as at 31 December 2025
3.GAR KPI Stock (Turnover)
31 december 2025
% (compared to corresponding total covered assets in the denominator)
a
b
c
d
e
f
g
h
i
j
k
l
m
Of which Taxonomy eligible
Of which Taxonomy aligned
ProportionofTax−onomyalignedinTax−onomyeligible
Non- assessed exposures
Breakdwn per environmental objective
Of which Use of Proceeds
Of which transitional
Of which enabling
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
Water and marine resources (WTR)
Circular eco− nomy (CE)
Pollution (PPC)
Bidiversity and Ecosystems (BIO)
1
GAR – Covered assets in both numerator and denominator
41.7%
4.3%
4.2%
—%
0.1%
—%
—%
—%
—%
0.1%
1.2%
10.5%
—%
2
Loans and advances, debt securities and equity instruments not HfT eligible for GAR calculation
6.7%
2.4%
2.2%
—%
0.1%
—%
—%
—%
—%
0.1%
1.2%
35.2%
—%
3
Financial undertakings
3.1%
0.5%
0.4%
—%
—%
—%
—%
—%
—%
—%
0.2%
14.8%
—%
4
Loans and advances
2.4%
0.3%
0.3%
—%
—%
—%
—%
—%
—%
—%
0.2%
14.–%
—%
5
Debt securities, including UoP
0.6%
0.1%
0.1%
—%
—%
—%
—%
—%
—%
—%
—%
17.6%
—%
6
Equity instruments
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
28.5%
—%
7
Non-financial undertakings
3.7%
1.9%
1.8%
—%
0.1%
—%
—%
—%
—%
—%
1.–%
52.2%
—%
8
Loans and advances
3.5%
1.8%
1.7%
—%
0.1%
—%
—%
—%
—%
—%
1.–%
52.8%
—%
9
Debt securities, including UoP
0.1%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
33.–%
—%
10
Equity instruments
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
80.6%
—%
11
Households
34.9%
2.–%
2.–%
—%
—%
—%
—%
—%
—%
—%
—%
5.7%
—%
12
of which loans collateralised by residential immovable property
27.2%
2.–%
2.–%
—%
—%
—%
—%
—%
—%
—%
—%
7.4%
—%
13
of which building renovation loans
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
14
of which motor vehicle loans
7.7%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
15
Local government financing
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
16
Housing financing
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
17
Other local government financing
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
18
Collateral obtained by taking possession: residential and commercial immovable properties
0.1%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
19
Exposures included on a voluntary basis
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
20
Total GAR assets
Column "l" was calculated by dividing the aligned asset share of each row by the respective eligible asset share.
Sustainability Report 309
3.GAR KPI stock (CapEx)
31 december 2025
% (compared to corresponding total covered assets in the denominator)
a
b
c
d
e
f
g
h
i
j
k
l
m
Of which Taxonomy eligible
Of which Taxonomy aligned
ProportionofTax−onomyalignedinTax−onomyeligible
Non- assessed exposures
Breakdwn per environmental objective
Of which Use of Proceeds
Of which transitional
Of which enabling
Pollution (PPC)
Climate Change Adaptation (CCA)
Water and marine resources (WTR)
Circular eco− nomy (CE)
Pollution (PPC)
Bidiversity and Ecosystems (BIO)
1
GAR – Covered assets in both numerator and denominator
44.8%
5.8%
5.6%
—%
0.2%
—%
—%
—%
—%
0.1%
2.1%
13.1%
—%
2
Loans and advances, debt securities and equity instruments not HfT eligible for GAR calculation
9.7%
3.8%
3.6%
—%
0.2%
—%
—%
—%
—%
0.1%
2.1%
38.9%
—%
3
Financial undertakings
4.3%
0.6%
0.6%
—%
—%
—%
—%
—%
—%
—%
0.3%
13.2%
—%
4
Loans and advances
3.6%
0.4%
0.4%
—%
—%
—%
—%
—%
—%
—%
0.2%
11.3%
—%
5
Debt securities, including UoP
0.7%
0.2%
0.1%
—%
—%
—%
—%
—%
—%
—%
0.1%
22.9%
—%
6
Equity instruments
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
36.3%
—%
7
Non-financial undertakings
5.5%
3.2%
3.–%
—%
0.2%
—%
—%
—%
—%
—%
1.8%
58.9%
—%
8
Loans and advances
5.2%
3.1%
2.9%
—%
0.2%
—%
—%
—%
—%
—%
1.8%
58.7%
—%
9
Debt securities, including UoP
0.2%
0.1%
0.1%
—%
—%
—%
—%
—%
—%
—%
—%
70.6%
—%
10
Equity instruments
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
30.6%
—%
11
Households
34.9%
2.–%
2.–%
—%
—%
—%
—%
—%
—%
—%
—%
5.7%
—%
12
of which loans collateralised by residential immovable property
27.2%
2.–%
2.–%
—%
—%
—%
—%
—%
—%
—%
—%
7.4%
—%
13
of which building renovation loans
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
14
of which motor vehicle loans
7.7%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
15
Local government financing
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
16
Housing financing
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
17
Other local government financing
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
18
Collateral obtained by taking possession: residential and commercial immovable properties
0.1%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
19
Exposures included on a voluntary basis
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
20
Total GAR assets
Column "l" was calculated by dividing the aligned asset share of each row by the respective eligible asset share
310 Consolidated Financial Statements as at 31 December 2025
4. GAR KPI flow (Turnover)
31 december 2025
% (compared to corresponding total covered assets in the denominator)
a
b
c
d
e
f
g
h
i
j
k
l
m
Of which Taxonomy eligible
Of which Taxonomy aligned
ProportionofTax−onomyalignedinTax−onomyeligible
Non- assessed exposures
Breakdwn per environmental objective
Of which Use of Proceeds
Of which transitional
Of which enabling
Pollution (PPC)
Climate Change Adaptation (CCA)
Water and marine resources (WTR)
Circular eco− nomy (CE)
Pollution (PPC)
Bidiversity and Ecosystems (BIO)
1
GAR – Covered assets in both numerator and denominator
37.5%
2.7%
2.4%
—%
0.1%
0.2%
—%
—%
—%
—%
1.–%
7.2%
—%
2
Loans and advances, debt securities and equity instruments not HfT eligible for GAR calculation
7.1%
1.5%
1.2%
—%
0.1%
0.2%
—%
—%
—%
—%
1.–%
21.3%
—%
3
Financial undertakings
1.1%
0.2%
0.2%
—%
—%
—%
—%
—%
—%
—%
0.2%
18.9%
—%
4
Loans and advances
1.1%
0.2%
0.2%
—%
—%
—%
—%
—%
—%
—%
0.2%
18.9%
—%
5
Debt securities, including UoP
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
6
Equity instruments
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
7
Non-financial undertakings
5.9%
1.3%
0.9%
—%
0.1%
0.2%
—%
—%
—%
—%
0.8%
21.7%
—%
8
Loans and advances
5.9%
1.3%
0.9%
—%
0.1%
0.2%
—%
—%
—%
—%
0.8%
21.7%
—%
9
Debt securities, including UoP
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
10
Equity instruments
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
11
Households
30.5%
1.2%
1.2%
—%
—%
—%
—%
—%
—%
—%
—%
4.–%
—%
12
of which loans collateralised by residential immovable property
16.6%
1.1%
1.1%
—%
—%
—%
—%
—%
—%
—%
—%
6.9%
—%
13
of which building renovation loans
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
14
of which motor vehicle loans
13.9%
0.1%
0.1%
—%
—%
—%
—%
—%
—%
—%
—%
0.4%
—%
15
Local government financing
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
16
Housing financing
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
17
Other local government financing
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
18
Collateral obtained by taking possession: residential and commercial immovable properties
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
19
Exposures included on a voluntary basis
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
20
Total GAR assets
Column "l" was calculated by dividing the aligned asset share of each row by the respective eligible asset share.
Sustainability Report 311
4. GAR KPI flow (CapEx)
31 december 2025
% (compared to corresponding total covered assets in the denominator)
a
b
c
d
e
f
g
h
i
j
k
l
m
Of which Taxonomy eligible
Of which Taxonomy aligned
ProportionofTax−onomyalignedinTax−onomyeligible
Non- assessed exposures
Breakdwn per environmental objective
Of which Use of Proceeds
Of which transitional
Of which enabling
Pollution (PPC)
Climate Change Adaptation (CCA)
Water and marine resources (WTR)
Circular eco− nomy (CE)
Pollution (PPC)
Bidiversity and Ecosystems (BIO)
1
GAR – Covered assets in both numerator and denominator
40.4%
5.7%
4.5%
—%
1.2%
—%
—%
—%
—%
0.1%
2.4%
14.–%
—%
2
Loans and advances, debt securities and equity instruments not HfT eligible for GAR calculation
9.9%
4.5%
3.2%
—%
1.2%
—%
—%
—%
—%
0.1%
2.4%
44.9%
—%
3
Financial undertakings
0.8%
0.4%
0.4%
—%
—%
—%
—%
—%
—%
—%
0.4%
47.8%
—%
4
Loans and advances
0.8%
0.4%
0.4%
—%
—%
—%
—%
—%
—%
—%
0.4%
47.8%
—%
5
Debt securities, including UoP
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
6
Equity instruments
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
7
Non-financial undertakings
9.1%
4.1%
2.9%
—%
1.2%
—%
—%
—%
—%
0.1%
2.–%
44.7%
—%
8
Loans and advances
9.1%
4.1%
2.9%
—%
1.2%
—%
—%
—%
—%
0.1%
2.–%
44.7%
—%
9
Debt securities, including UoP
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
10
Equity instruments
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
11
Households
30.5%
1.2%
1.2%
—%
—%
—%
—%
—%
—%
—%
—%
4.–%
—%
12
of which loans collateralised by residential immovable property
16.6%
1.1%
1.1%
—%
—%
—%
—%
—%
—%
—%
—%
6.9%
—%
13
of which building renovation loans
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
14
of which motor vehicle loans
13.9%
0.1%
0.1%
—%
—%
—%
—%
—%
—%
—%
—%
0.4%
—%
15
Local government financing
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
16
Housing financing
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
17
Other local government financing
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
18
Collateral obtained by taking possession: residential and commercial immovable properties
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
19
Exposures included on a voluntary basis
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
20
Total GAR assets
Column "l" was calculated by dividing the aligned asset share of each row by the respective eligible asset share.
5. KPI off-balance sheet exposures (Stock) - Turnover
31 december 2025
312 Consolidated Financial Statements as at 31 December 2025
% (compared to corresponding total off-balance sheet assets)
a
b
c
d
e
f
g
h
i
j
k
l
Of which Taxonomy eligible
Of which Taxonomy aligned
Non- assessed exposures
Breakdwn per environmental objective
Of which Use of Proceeds
Of which transitional
Of which enabling
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
Water and marine resources (WTR)
Circular economy (CE)
Pollution (PPC)
Biodiversity and Ecosystems (BIO)
1
Financial guarantees (FinGuar KPI)
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
2
Assets under management (AuM KPI)
7.2%
1.6%
1.6%
—%
—%
—%
—%
—%
—%
0.2%
0.7%
—%
Sustainability Report 313
5. KPI off-balance sheet exposures (Stock) - CapEx
31 dicembre 2025
% (compared to corresponding total off-balance sheet assets)
a
b
c
d
e
f
g
h
i
j
k
l
Of which Taxonomy eligible
Of which Taxonomy aligned
Non- assessed exposures
Breakdwn per environmental objective
Of which Use of Proceeds
Of which transitional
Of which enabling
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
Water and marine resources (WTR)
Circular economy (CE)
Pollution (PPC)
Biodiversity and Ecosystems (BIO)
1
Financial guarantees (FinGuar KPI)
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
2
Assets under management (AuM KPI)
6.5%
2.4%
2.2%
0.2%
—%
—%
—%
—%
—%
0.2%
1.–%
—%
314 Consolidated Financial Statements as at 31 December 2025
5. KPI off-balance sheet exposures (Flow) - Turnover
31 dicembre 2025
% (compared to corresponding total off-balance sheet assets)
a
b
c
d
e
f
g
h
i
j
k
l
Of which Taxonomy eligible
Of which Taxonomy aligned
Non- assessed exposures
Breakdwn per environmental objective
Of which Use of Proceeds
Of which transitional
Of which enabling
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
Water and marine resources (WTR)
Circular economy (CE)
Pollution (PPC)
Biodiversity and Ecosystems (BIO)
1
Financial guarantees (FinGuar KPI)
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
2
Assets under management (AuM KPI)
9.2%
1.8%
1.7%
—%
—%
—%
—%
—%
—%
0.2%
0.6%
—%
Sustainability Report 315
5. KPI off-balance sheet exposures (Flow) - CapEx
31 dicembre 2025
% (compared to corresponding total off-balance sheet assets)
a
b
c
d
e
f
g
h
i
j
k
l
Of which Taxonomy eligible
Of which Taxonomy aligned
Non- assessed exposures
Breakdwn per environmental objective
Of which Use of Proceeds
Of which transitional
Of which enabling
Climate Change Mitigation (CCM)
Climate Change Adaptation (CCA)
Water and marine resources (WTR)
Circular economy (CE)
Pollution (PPC)
Biodiversity and Ecosystems (BIO)
1
Financial guarantees (FinGuar KPI)
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
2
Assets under management (AuM KPI)
6.5%
2.2%
2.–%
0.2%
—%
—%
—%
—%
—%
0.3%
0.8%
—%
316 Consolidated Financial Statements as at 31 December 2025
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements 317
Consolidated Balance Sheet
(€’000)
Asset items
31 December 2025
30 June 2025*
1 July 2024*
10. Cash and cash equivalents
1,673,614
1,033,735
3,361,150
20. Financial assets measured at fair value through profit or loss
18,154,578
18,241,006
16,787,866
a) financial assets held for trading
15,932,463
15,889,997
15,409,451
b) financial assets designated at fair value
1,506,408
1,659,448
719,215
c) other financial assets mandatorily measured at fair value
715,707
691,561
659,200
30. Financial assets measured at fair value through other comprehensive income
5,129,715
5,393,024
6,905,703
40. Financial assets measured at amortized cost
71,154,524
70,315,458
64,158,936
a) due from banks
5,738,730
5,132,240
5,527,291
b) due from customers
65,415,794
65,183,218
58,631,645
50. Hedging derivatives
161,471
329,708
705,549
60. Value adjustment to generic hedging financial assets (+/-)
(29,712)
-
-
70. Equity investments
4,235,215
3,988,826
3,789,216
80. Insurance business
-
-
-
a) issued insurance contracts that constitute assets
-
-
-
a) reinsurance contracts ceded that constitute assets
-
-
-
90. Tangible assets
1,206,741
882,609
650,036
100. Intangible Assets
1,023,764
1,087,593
1,045,432
which includes:
goodwill
792,857
856,839
827,313
110. Tax assets
477,825
627,067
754,812
a) current
199,453
323,696
350,699
b) prepaid
278,372
303,371
404,113
120. Non-current assets and asset groups held for sale
7,476
-
-
130. Other assets
2,811,344
2,298,276
1,167,993
Total assets
106,006,555
104,197,302
99,326,693
(*) The figures from the previous financial year were restated following the optional change in accounting policy regarding the valuation method of investment properties (from cost to fair value) as required by the relevant accounting standards.
318 Consolidated Financial Statements at 31 December 2025
(€’000)
Liabilities and net equity
31 December 2025
30 June 2025*
1 July 2024*
10. Financial liabilities measured at amortized cost
77,683,997
75,183,290
70,321,563
a) due to banks
14,971,657
12,347,364
10,962,115
b) due to customers
34,768,281
34,091,725
34,104,548
c) securities in issue
27,944,059
28,744,201
25,254,900
20. Trading financial liabilities
8,372,954
8,987,758
9,504,710
30. Financial liabilities designated at fair value
5,556,053
5,046,671
4,239,199
40. Hedging derivatives
635,963
1,037,377
1,431,642
50. Value adjustment to generic hedging financial liabilities (+/-)
(9,819)
-
-
60. Tax liabilities
672,195
774,855
781,447
a) current
205,807
345,029
359,882
b) deferred
466,388
429,826
421,565
70. Liabilities associated with assets held for sale
-
-
-
80. Other liabilities
1,428,736
1,574,007
1,488,427
90. Provision for statutory end-of-service payments
17,851
18,905
20,445
100. Provisions for risks and charges:
120,369
114,597
137,691
a) commitments and guarantees issued
20,188
19,754
21,396
b) post-employment and similar benefits
182
241
-
c) other provisions for risks and charges
99,999
94,602
116,295
110. Insurance liabilities
80,379
82,422
89,765
a) issued insurance contracts that constitute liabilities
80,379
82,422
89,765
a) reinsurance contracts ceded that constitute liabilities
-
-
-
120. Revaluation reserves
(23,009)
(215,469)
(68,578)
130. Redeemable shares
-
-
-
140. Equity instruments
-
-
-
150. Reserves
8,836,054
8,318,049
7,449,593
160. Share premium
1,766,332
1,854,182
2,195,606
170. Capital
444,681
444,681
444,515
180. Treasury shares (-)
(103,325)
(369,631)
(68,828)
190. Equity attributable to minority interests (+/-)
14,556
14,108
86,114
200. Profit (loss) for the year (+/-)
512,588
1,331,501
1,273,382
Total liabilities and net equity
106,006,555
104,197,302
99,326,693
(*) The figures from the previous financial year were restated following the optional change in accounting policy regarding the valuation method of investment properties (from cost to fair value) as required by the relevant accounting standards.
Consolidated Financial Statements 319
Consolidated Profit and Loss Account
(€’000)
Items
31 December 2025
30 June 2025*
10. Interest and similar income
1,851,964
3,901,898
of which: interest income calculated according to the effective interest method
1,556,358
3,276,459
20. Interest and similar charges
(972,733)
(2,050,130)
30. Net interest income
879,231
1,851,768
40. Commission income
546,149
1,172,369
50. Commission expenses
(135,488)
(220,764)
60. Net fee income
410,661
951,605
70. Dividends and similar income
38,590
172,782
80. Net trading income
(66,564)
220,373
90. Net hedging income (expense)
6,661
(9,623)
100. Gains (losses) on disposal/repurchase of:
40,146
48,669
a) financial assets measured at amortized cost
35,121
(1,668)
b) financial assets measured at fair value through other comprehensive income
8,180
53,549
c) financial liabilities
(3,155)
(3,212)
110. Net income from other financial assets and liabilities measured at fair value through profit or loss
(132,798)
(196,108)
a) financial assets and liabilities designated at fair value
(138,365)
(214,838)
b) other financial assets mandatorily measured at fair value
5,567
18,730
120. Total revenues
1,175,927
3,039,466
130. Net write-offs (write-backs) for credit risk:
(164,355)
(230,244)
a) financial assets measured at amortized cost
(164,513)
(232,657)
b) financial assets measured at fair value through other comprehensive income
158
2,413
140. Gains (losses) from contractual modifications without derecognition
6
(191)
150. Net income from financial operations
1,011,578
2,809,031
160. Income from insurance services
9,833
21,231
A) insurance revenues from insurance contracts issued
14,028
29,714
b) costs for insurance services arising from insurance contracts issued
(4,195)
(8,483)
c) insurance revenues from insurance contracts ceded
-
-
d) costs for insurance services arising from insurance contracts ceded
-
-
170. Balance of financial revenues and costs from insurance operations
38
(243)
a) financial costs / revenues relating to insurance contracts issued
38
(243)
b) financial costs / revenues relating to insurance contracts ceded
-
-
180. Net profit from financial and insurance activities
1,021,449
2,830,019
190. Administrative expenses:
(888,505)
(1,639,342)
a) personnel costs
(476,732)
(856,521)
b) other administrative expenses
(411,773)
(782,821)
200. Net transfers to provisions for risks and charges
(14,097)
(5,442)
a) commitments and guarantees issued
(434)
1,641
b) other net provisions
(13,663)
(7,083)
210. Net value adjustments to /write-backs of tangible assets
(40,139)
(77,062)
220. Net value adjustments to /write-backs of intangible assets
(30,116)
(28,803)
230. Other operating expense / income
394,177
205,756
240. Operating costs
(578,680)
(1,544,893)
250. Gains (losses) on equity investments
270,335
496,821
260. Net income from fair value measurement of tangible and intangible assets
1,037
109
270. Value adjustments to goodwill
(51,200)
(4,385)
280. Gains (losses) on disposal of investments
607
(50)
290. Profit (loss) on ordinary operations before tax
663,548
1,777,621
300. Income tax for the year on ordinary operations
(150,298)
(445,120)
310. Profit/(Loss) on ordinary operations after tax
513,250
1,332,501
320. Gains (losses) of ceded operating assets, after tax
-
-
330. Profit (loss) for the year
513,250
1,332,501
340. Profit (loss) for the period attributable to minority interests
(662)
(1,000)
350. Net profit (loss) for the period attributable to the parent company
512,588
1,331,501
(*) The figures from the previous financial year were restated following the optional change in accounting policy regarding the valuation method of investment properties (from cost to fair value) as required by the relevant accounting standards.
320 Consolidated Financial Statements at 31 December 2025
Statement of Consolidated Comprehensive Income
(€’000)
31 December 2025
30 June 2025*
10.
Profit (loss) for the year
513,250
1,332,501
Other income items after tax without transfers through profit or loss
220,732
11,369
20.
Equity securities designated at fair value through other comprehensive income
5,875
(1,598)
30.
Financial liabilities designated at fair value through profit or loss (changes in own credit risk)
(16,109)
7,695
40.
Hedging of equity securities designated at fair value through other comprehensive income
-
-
50.
Tangible assets
233,965
-
60.
Intangible assets
-
-
70.
Defined benefit plans
850
(117)
80.
Non-current assets and asset groups held for sale
-
-
90.
Portion of valuation reserves of equity-accounted investments
(3,849)
5,389
100.
Financial costs or revenues relating to insurance contracts issued
-
-
Other income components after tax with transfers through profit or loss
7,369
(155,986)
110.
Foreign investment hedges
-
-
120.
Currency exchange gains/losses
(6,405)
(3,179)
130.
Cash flow hedges
29,938
(179,718)
140.
Hedging instruments (non-designated items)
-
-
150.
Financial assets (other than equity securities) measured at fair value through other comprehensive income
(286)
50,895
160.
Non-current assets held for sale
-
-
170.
Portion of valuation reserves of equity-accounted investments
(15,878)
(23,984)
180.
Financial costs or revenues relating to insurance contracts issued
-
-
190.
Financial costs or revenues relating to insurance contracts ceded
-
-
200.
Total other income items after tax
228,101
(144,617)
210
Comprehensive income (Item 10+200)
741,351
1,187,884
220.
Consolidated comprehensive income attributable to minority interests
664
1,045
230.
Consolidated comprehensive income attributable to the parent company
740,687
1,186,839
(*) The figures from the previous financial year were restated following the optional change in accounting policy regarding the valuation method of investment properties (from cost to fair value) as required by the relevant accounting standards.
Consolidated Financial Statements 321
Statement of Changes in Consolidated Net Equity
(€’000)
Total net equity at 30/6/2025
Adjustment s to total opening amounts (*)
Total amounts at 1/7/2025
Allocation of profit (loss) for the previous period
Changes for the year
Total net equity at 31/12/2025
Net equity attributable to the Group at 31/12/2025
Net equity attributable to minority interests at 31/12/2025
Net equity transactions
Comprehensiv e income for the year
Reserves
Dividends and other allocations
Changes in reserves
Newly issued shares
Treasury shares purchased
Interim dividends
Extraordinar y dividend payouts
Changes to equity instruments
Treasury share derivatives
Stock options
Changes in equity investments
Capital:
444,719
-
444,719
-
-
-
-
-
-
-
-
-
-
-
-
444,719
444,681
38
a) ordinary shares
444,719
-
444,719
-
-
-
-
-
-
-
-
-
-
-
-
444,719
444,681
38
b) other shares
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Share premium
1,856,030
-
1,856,030
-
-
(45,209)
-
(42,641)
-
-
-
-
-
-
-
1,768,180
1,766,332
1,848
Reserves:
8,677,024
106,994
8,784,018
1,332,501
(930,632)
(73,319)
-
(266,306)
-
-
-
-
1,769
-
-
8,848,031
8,836,054
11,977
a) retained earnings
8,243,612
106,994
8,350,606
1,332,501
(930,632)
(108,958)
-
-
-
-
-
-
1,769
-
-
8,645,286
8,633,936
11,350
b) other
433,412
-
433,412
-
-
35,639
-
(266,306)
-
-
-
-
-
-
-
202,745
202,118
627
Revaluation reserves
(215,440)
-
(215,440)
-
-
(35,639)
-
-
-
-
-
-
-
-
228,101
(22,978)
(23,009)
31
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Interim dividends
(454,777)
-
(454,777)
-
930,632
(475,855)
-
-
-
-
-
-
-
-
-
-
-
-
Treasury shares
(369,631)
-
(369,631)
-
-
-
-
266,306
-
-
-
-
-
-
-
(103,325)
(103,325)
-
Profit (loss) for the year
1,332,501
-
1,332,501
(1,332,501)
-
-
-
-
-
-
-
-
-
-
513,250
513,250
512,588
662
Total net equity
11,270,426
106,994
11,377,420
-
-
(630,023)
-
(42,641)
-
-
-
-
1,769
-
741,351
11,447,879
X
X
Net equity attributable to the Group
11,256,318
106,994
11,363,312
-
-
(629,807)
-
(42,641)
-
-
-
-
1,769
-
740,687
X
11,433,321
X
Net equity attributable to minority interests
14,108
-
14,108
-
-
(216)
-
-
-
-
-
-
-
-
664
X
X
14,556
(*) This is the effect of the fair value valuation of CMB RED’s real estate properties under IAS 40.
322 Consolidated Financial Statements at 31 December 2025
Statement of Changes in Consolidated Net Equity
(€’000)
Total net equity at 30/6/24
Adjustments to total opening amounts (*)
Total amounts at 1/7/2024
Allocation of profit (loss) for the previous period
Changes for the year
Total net equity at 30/6/2025
Net equity attributable to the Group at 30/6/2025
Net equity attributable to minority interests at 30/6/2025
Net equity transactions
Comprehensiv e income for the year
Reserves
Dividends and other allocations
Changes in reserves
Newly issued shares
Treasury shares purchased
Interim dividends
Extraordinar y dividend payouts
Changes to equity instruments
Treasury share derivatives
Stock options
Changes in equity investments
Capital:
461,144
-
461,144
-
-
-
166
-
-
-
-
-
-
(16,591)
-
444,719
444,681
38
a) ordinary shares
461,144
-
461,144
-
-
-
166
-
-
-
-
-
-
(16,591)
-
444,719
444,681
38
b) other shares
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Share premium
2,197,454
-
2,197,454
-
-
935
-
(342,359)
-
-
-
-
-
-
-
1,856,030
1,854,182
1,848
Reserves:
7,866,640
68,619
7,935,259
855,369
(463,007)(1)
32,968
-
323,688
-
(24,000)(3)
-
-
16,748
-
-
8,677,024
8,665,831
11,193
a) retained earnings
7,775,892
68,619
7,844,511
855,369
(463,007)(1)
30,739
-
-
-
(24,000)(3)
-
-
-
-
-
8,243,612
8,233,046
10,566
b) other
90,748
-
90,748
-
-
2,229
-
323,688
-
-
-
-
16,748
-
-
433,412
432,785
627
Revaluation reserves
(68,594)
-
(68,594)
-
-
(2,229)
-
-
-
-
-
-
-
-
(144,617)
(215,440)
(215,469)
29
Equity instruments
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Interim dividends
(421,150)
-
(421,150)
421,150
-
-
-
(454,777)
-
-
-
-
-
-
(454,777)
(454,777)
-
Treasury shares
(68,828)
-
(68,828)
-
-
-
(300,803)(2)
-
-
-
-
-
-
-
(369,631)
(369,631)
-
Profit (loss) for the year
1,276,519
-
1,276,519
(1,276,519)
-
-
-
-
-
-
-
-
-
-
1,332,501
1,332,501
1,331,501
1,000
Total net equity
11,243,185
68,619
11,311,804
(421,150)
(41,857)
31,674
166
(319,474)
(454,777)
(24,000)
-
-
16,748
(16,591)
1,187,884
11,270,426
X
X
Net equity attributable to the Group
11,157,071
68,619
11,225,690
(421,150)
(41,857)
33,531
166
(319,474)
(454,777)
-
-
-
16,748
30,603
1,186,839
X
11,256,318
X
Net equity attributable to minority interests
86,114
-
86,114
-
-
(1,857)
-
-
-
(24,000)
-
-
-
(47,194)
1,045
X
X
14,108
(*) This is the effect of the fair value valuation of real estate properties under IAS 40.
(1)Dividend amount (€884.2m), after interim dividend of €421.2m paid out in May 2024.
(2)This represents the effects of the purchases of treasury shares under the approved buyback plan.
(3)This represents the extraordinary distribution of reserves made by Selma.
Consolidated Financial Statements 323
Consolidated Cash Flow Statement Direct Method
(€’000)
Amount
31 December 2025
30 June 2025
A.
CASH FLOWS FROM OPERATING ACTIVITIES
1.
Operating activities
(294,741)
(658,046)
interest collected
2,124,868
5,017,764
interest paid (-)
(1,290,089)
(3,619,558)
- dividends and similar income (+)
55,298
151,402
- net fees and commission income (+/-)
137,312
308,856
- personnel costs (-)
(416,714)
(627,739)
- net revenues collected and costs paid on insurance contracts issued and ceded (+/-)
(4,328)
(9,110)
- other costs (-)
(661,268)
(1,457,958)
- other revenues (+)
40,495
149,696
- taxes and duties (-)
(280,315)
(571,399)
- expenses/income from asset groups held for sale after tax effect (+/-)
—
—
2.
Cash inflow/outflow from financial assets
340,818
(835,657)
- financial assets held for trading
(50,467)
(48,950)
- financial assets designated at fair value
150,134
(882,745)
- financial assets mandatorily measured at fair value
(3,297)
(23,566)
- financial assets measured at fair value through other comprehensive income
281,753
1,614,801
- financial assets measured at amortized cost
(255,289)
(1,863,862)
- other assets
217,984
368,665
3.
Cash inflow/outflow from financial liabilities
1,185,783
267,237
- financial liabilities measured at amortized cost
2,268,102
738,076
- financial liabilities held for trading
(518,941)
(906,895)
- financial liabilities designated at fair value
69,178
308,744
- other liabilities
(632,556)
127,312
4.
Cash inflow/outflow arising from insurance contracts issued and ceded
12,050
23,490
- insurance contracts issued that constitute assets/liabilities(+/-)
12,050
23,490
- insurance contracts ceded that constitute assets/liabilities(+/-)
—
—
Net cash inflow/outflow from operating activities
1,243,910
(1,202,976)
B.
CASH FLOWS FROM INVESTING ACTIVITIES
1.
Cash generated from:
13,207
303,119
- disposal of shareholdings
—
—
- dividends received in respect of equity investments
4,564
302,867
- disposals of tangible assets
8,643
252
- disposals of intangible assets
—
—
- disposals of subsidiaries or business units
—
—
2.
Cash outflows arising from:
(37,045)
(145,598)
- purchases of shareholdings
—
—
- purchases of tangible assets
(11,697)
(103,545)
- purchases of intangible assets
(25,348)
(42,053)
- purchases of subsidiaries or business units
—
—
Net cash inflow/outflow from investing activities
(23,838)
157,521
C.
CASH FLOWS FROM FUNDING ACTIVITIES
- issue/purchase of treasury shares
(42,641)
(342,359)
- issue/ purchase of capital instruments
—
3,183
- distribution of dividends and other purposes
(537,573)
(942,784)
- sales/acquisition of control by minority interests
—
—
Net cash inflow/outflow from funding activities
(580,214)
(1,281,960)
NET CASH INFLOW/OUTFLOW DURING THE PERIOD
639,858
(2,327,415)
324 Consolidated Financial Statements at 31 December 2025
Reconciliation
(€’000)
Accounting items
Amount
31 December 2025
30 June 2025
Cash and cash equivalents: balance at start of period
1,033,735
3,361,150
Total cash inflow/outflow during the period
639,858
(2,327,415)
Cash and cash equivalents: exchange rate effect
21
—
Cash and cash equivalents: balance at end of period
1,673,614
1,033,735
Consolidated Financial Statements 325
NOTES TO THE CONSOLIDATED ACCOUNTS
326 Consolidated Financial Statements as at 31 December 2025
NOTES TO THE CONSOLIDATED ACCOUNTS
Part A - Accounting Policies
330
A.1 – General Part
330
Section 1 - Statement of Compliance with IAS/IFRS
331
Section 2 - General Basis of Preparation
333
Section 3 - Area and Methods of Consolidation
341
Section 4 - Events Subsequent to the Reporting Date
346
Section 5 - Other Aspects
346
A.2 - Significant Accounting Policies
353
A.3 - Information on transfers between financial asset portfolios
380
A.4 - Information on Fair Value
381
A.5 - Disclosure on “day one profit”
401
Part B - Notes to the Consolidated Balance Sheet
403
Assets
403
Section 1 - Heading 10: Cash and Cash Equivalents
403
Section 2 - Heading 20: Financial Assets Measured at Fair Value through Profit or Loss
404
Section 3 - Heading 30: Financial Assets Measured at Fair Value through Other Comprehensive Income
408
Section 4 - Heading 40: Financial Assets Measured at Amortized Cost
411
Section 5 - Heading 50: Hedging Derivatives
414
Section 6 - Heading 60: Value adjustment to generic hedging of financial asset
415
Section 7 - Heading 70: Equity Investments
416
Section 9 - Heading 90: Property, Plant and Equipment
424
Table of Contents 327
Section 10 - Heading 100: Intangible Assets
431
Section 11 - Asset Heading 110 and Liability Heading 60: Tax Assets and Liabilities
445
Section 12 - Asset Heading 120 and Liability Heading 70: Non-current assets and group of assets being sold and related liabilities
451
Section 13 - Heading 130: Other Assets
452
Liabilities
453
Section 1 - Heading 10: Financial Liabilities Measured at Amortized Cost
453
Section 2 - Heading 20: Trading Liabilities
457
Section 3 - Heading 30: Financial Liabilities Designated at Fair Value
458
Section 4 - Heading 40: Hedging Derivatives
460
Section 6 - Heading 60: Tax Liabilities
462
Section 7 - Heading 70: Liabilities associated with assets being discontinued
462
Section 8 - Heading 80: Other Liabilities
462
Section 9 - Heading 90: Provision for Statutory End-of-Service Payments
463
Section 10 - Heading 100: Provisions for Risks and Charges
464
Section 11 - Heading 110: Insurance Liabilities
469
Section 13 - Headings 120, 130, 140, 150, 160, 170 and 180: Net Equity
476
Section 14 - Heading 190: Net Equity Attributable to Minority Interests
478
Other Information
479
Part C - Notes to the Consolidated Profit and Loss Account
486
Section 1 - Headings 10 and 20: Net Interest Income
486
Section 2 - Headings 40 and 50: Net fee and commission income
488
Section 3 - Heading 70: Dividends and Similar Income
490
Section 4 - Heading 80: Net Trading Income (Expense)
491
Section 5 - Heading 90: Net Hedging Income (Expense)
492
Section 6 - Heading 100: Net Gains (Losses) on Disposals/Repurchases
493
Section 7 - Heading 110: Net income (expense) from other financial assets and liabilities measured at fair value through profit or loss
494
Section 8 - Heading 130: Net value adjustments for credit risk
495
Section 9 - Heading 140: Net gains (losses) from modifications without
497
328 Consolidated Financial Statements as at 31 December 2025
derecognition
Section 10 - Heading 160 - Income from insurance services
498
Section 11 - Heading 170 - Balance of financial revenues and costs
relating to insurance activities
500
Section 12 - Heading 190: Administrative Expenses
502
Section 13 - Heading 200: Net Transfers to Provisions
504
Section 14 - Heading 210: Net Adjustments to Tangible Assets
505
Section 15 - Heading 220: Net Adjustments to Intangible Assets
506
Section 16 - Heading 230: Other Operating Income (Expense)
507
Section 17 - Heading 250: Gains (Losses) on Equity Investments
508
Section 18 - Heading 260: Net income from fair value measurement of tangible
and intangible assets
509
Section 19 - Heading 270: Write-downs to goodwill
510
Section 20 - Heading 280: Gains (losses) upon disposal of investments
510
Section 21 - Heading 300: Income Tax on Ordinary Activities
511
Section 23 - Heading 340: Profit (loss) for the year attributable to minority interests
512
Section 25 - Earning per Share
513
Part D – Consolidated comprehensive income
514
Part E - Information on Risks and Related Hedging Policies
515
Introduction
515
Section 1 – Consolidated Accounting Risks
515
Section 2 – Consolidated Prudential Risks
525
Part F - Information on Consolidated Capital
631
Section 1 - Consolidated capital
631
Section 2 - Own Funds and Banking Supervisory Ratios
634
Part G - Combinations Involving Group Companies or Business Units
640
Table of Contents 329
Part H – Related-Party Transactions
641
Part I - Share-Based Payment Schemes
646
Part L - Segment Reporting
650
Part M – Disclosure on Leases
658
330 Consolidated Financial Statements as at 31 December 2025
Part A - Accounting Policies
A.1 - General Part
With the completion of the acquisition of control of Mediobanca S.p.A. on the part of Banca Monte dei Paschi di Siena S.p.A. on 15 September 2025, Mediobanca no longer met the conditions for qualification as a Parent Company under current supervisory provisions. Consequently, effective 15 September 2025, the Mediobanca Group was removed from the Register of Banking Groups, Mediobanca became subject to the management and coordination of Banca Monte dei Paschi di Siena, and, along with all its subsidiaries, became a member of the Banca Monte dei Paschi di Siena Banking Group. As an issuer of listed securities admitted to trading on regulated markets in Italy or the European Union, Mediobanca prepared these Financial Statements on a consolidated basis, corresponding to the scope of the former Mediobanca Group. It should be emphasized that Banca Monte dei Paschi di Siena publishes Consolidated Financial Statements as at 31 December 2025, presenting a consolidated financial report that includes balance sheet data as at 31 December 2025 and the economic figures of Mediobanca and its subsidiaries from 1 October 2025.
Taking into account the amendment to Article 31 of the Articles of Association, approved by the Extraordinary Shareholders' Meeting on 1 December 2025, these financial statements constitute the first report closing on 31 December and present the economic results for the period 1 July – 31 December 2025. All tables present the data as at 31 December 2025 and are compared with the balance sheet and profit and loss data of the last approved financial statements (report as at 30 June 2025).
Following the completion of the acquisition process and in order to provide timely, more up-to-date and accurate information regarding the valuations of properties held by the Mediobanca Group, as required by paragraph 14 of IAS8 "Accounting Policies, Changes in Accounting Estimates and Errors", as well as with a view to aligning the valuation criteria for its real estate assets with those previously in use by the MPS Group, effective 31 December 2025, the corporate bodies of Mediobanca, on an optional basis, decided to adopt:
—the revaluation model for core operating real properties in accordance with the provisions established by the accounting principle IAS16 “Property, Plant and Equipment”, in place of the previous valuation at cost;
Notes to the Accounts| Part A - Accounting Policies 331
—the fair value method for the valuation of properties held for investment purposes in accordance with the provisions established by the accounting principle IAS40 “Investment Property”, in place of the previous valuation at cost.
The aforementioned changes apply to Mediobanca and its subsidiaries in accordance with the procedure set out in IAS8. For further details, please refer to Section 5 in this Part.
SECTION 1
Statement of Compliance with IAS/IFRS
The consolidated financial statements of Mediobanca and its subsidiaries as at 30 June 2025, as required by Italian Legislative Decree No. 38 of 28 February 2005, were drawn up in compliance with the IFRS accounting standards issued by the International Accounting Standards Board, and related interpretations of the International Financial Reporting Interpretations Committee (IFRIC), and adopted by the European Commission in accordance with the procedure laid down in Article 6 of Regulation (EC) 1606/2002 issued by the European Parliament and Council on 19 July 2002. In particular, account was taken of the “Instructions on preparing statutory and consolidated financial statements for banks and financial companies which control banking groups” issued by the Bank of Italy under Circular No. 262 of 22 December 2005 - eighth update of 17 November 2022,69 which define the structure to be used in compiling and preparing the financial statements and the contents of the notes to the accounts. The international accounting standards were adopted by also referring to the “Framework for the Preparation and Presentation of Financial Statements” (Conceptual Framework), the documents entitled Implementation Guidance and Basis for Conclusions, and any other documents prepared by the IASB or IFRIC to complement the accounting standards issued.
For an overview of the accounting standards and related interpretations approved by the European Commission expected to be applied for this financial year (from 1 July 2025 to 31 December 2025) or future financial years, please refer to "Section 2 – General Basis of Preparation” below, which also illustrates the main impacts for Mediobanca and its subsidiaries.
The communications from the Supervisory Bodies (Bank of Italy, ECB, Consob,
69 The eighth update published on 17 November 2022 transposed the regulatory changes of IFRS 17 “Insurance Contracts”.
332 Consolidated Financial Statements as at 31 December 2025
and ESMA) and the interpretative documents on the adoption of IAS/IFRS prepared by the Italian Accounting Standards Board (OIC) and the Italian Banking Association (ABI) were also considered, where applicable. These documents provide recommendations on the disclosures to be included in the Financial Report, on certain aspects of greater relevance in the accounting field, on the accounting treatment of specific transactions, on the uncertainties of the macroeconomic context, and on the impacts related to climate risks.
Notes to the Accounts| Part A - Accounting Policies 333
SECTION 2
General Basis of Preparation
These consolidated financial statements comprise:
―consolidated balance sheet;
―consolidated income statement;
―consolidated statement of other comprehensive income;
―statement of changes to consolidated net equity;
―consolidated cash flow statement, drawn up using the direct method;
―notes to the accounts.
All the statements were drawn up in compliance with the general principles provided for under IAS and the accounting policies illustrated in part A.2, and show data for the period under review compared with data stated in the previous financial statements approved (30 June 2025) in the case of balance-sheet figures and profit-and-loss data. Please note that the comparative figures at 30 June 2025 were restated in accordance with IAS 8 to reflect the new measurement criteria adopted, i.e. from cost method to fair value measurement for IAS 40 investment properties. Such new value measurement method resulted in the inclusion of a third column for asset and liability statements only, as required by IAS 1, reporting data at 1 July 2024, restated to reflect the retrospective adoption of the new value measurement method for IAS 40 properties.
In accordance with the provisions of Article 5 of Legislative Decree No. 38 of 28 February 2005, the financial statements were prepared using the euro as the reporting currency: the financial statements and the notes to the accounts are in euro thousand.
The financial statements were prepared on a going concern basis, in accordance with the accruals basis of accounting, in compliance with the principles of relevance and materiality of information, the prevalence of substance over form, and with a view to promoting consistency with future presentations.
The consolidated financial statements are drawn up with clarity and provide a true
334 Consolidated Financial Statements as at 31 December 2025
and fair view of the financial position and results of operations of Mediobanca and its subsidiaries, as detailed in Section 3, "Area and methods of consolidation," below.
If the information required by international accounting principles and the provisions contained in the aforementioned circular were deemed insufficient to provide a true and fair view, additional information necessary for this purpose was provided in the notes to the accounts.
* * *
On 1 July 2025, Regulation (EU) 2024/2862 of 12 November 2024 (published in the Official Journal of the European Union on 13 November 2024), amending IAS21, entered into force. These amendments introduce requirements for determining when a currency is convertible into another currency and when it is not. These amendments require an entity to estimate the spot exchange rate when it determines that a currency is not convertible into another currency. These amendments are effective for annual periods beginning on or after 1 January 2025 (for Mediobanca and its subsidiaries, as of 1 July 2025). There is no impact on the Group.
During the year under review, the European Commission approved the following regulation, transposing certain changes to accounting standards already in force. There were no impacts for Mediobanca and its subsidiaries:
—Commission Regulation (EU) 2025/1331 of 9 July 2025 (published in the Official Journal of the European Union on 10 July 2025), approved the Annual Improvements Volume 11 issued by the IASB on 18 July 2024, which contains some improvements to the principles with clarifications, simplifications, corrections and minor amendments to the IFRS accounting principles aimed at improving their consistency. The following accounting standards were affected: IFRS1 “First-time Adoption of International Financial Reporting Standards”, IFRS7 “Financial Instruments: Disclosures” and the related Guidance on implementing IFRS7, IFRS9 “Financial Instruments,” IFRS10 “Consolidated Financial Statements,” and IAS7 “Statement of Cash Flows.” These amendments are effective for annual periods beginning on or after 1 January 2026.
It should also be noted that on 13 November 2025, the IASB published the amendment to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency”. The document clarifies how to convert from a non-hyperinflationary currency to a hyperinflationary currency; the amendment
Notes to the Accounts| Part A - Accounting Policies 335
is effective from 1 January 2027 and early adoption is permitted. No impact on the financial statements of Mediobanca and its subsidiaries is expected; on 28 November 2025 the IASB published the amendment to the illustrative examples of IFRS7, IFRS18, IAS1, IAS8, IAS36 and IAS37 “Disclosures about Uncertainties in the Financial Statements," which is the final version of the document published last July. The document contains a number of examples relating to the representation of uncertainties in financial reporting, including the effects of climate change. The amendment is not subject to transposition and has no effective date, but, as specified by the IASB, it should be applied promptly in the preparation of Financial Statements.
336 Consolidated Financial Statements as at 31 December 2025
* * *
The measures and statements published by regulatory and supervisory authorities in the past six months regarding the most suitable way to apply accounting standards that supplement the measures contained in the latest financial statements at 30 June 2025 are shown below. Please refer to the above financial statements for more details.
On 14 October 2025, ESMA published the annual statement “European Common Enforcement Priorities for 2025 Corporate Reporting” outlining the priorities on which listed companies must focus when preparing the financial statements at 31 December 2025. ESMA divides the recommendations into three sections, respectively on financial reporting, sustainability reporting, and ESEF reporting. A fourth section addresses the connection between financial reporting and sustainability reporting. Regarding financial reporting, ESMA, in particular, recommends taking into account geopolitical risks and related uncertainties and their impact on the valuation of financial instruments and non-financial assets, as well as on revenue recognition and the measurement of DTAs, providing adequate and specific disclosures. Furthermore, regarding the segment reporting required by IFRS8, it calls for consistency with the internal reporting prepared for corporate bodies and for adequate disclosure of the segment identification methods and any implications due to geopolitical uncertainty and climate change. Regarding Sustainability Reporting, while emphasizing the expected streamlining of disclosure requirements, ESMA highlights the importance of providing complete and clear information regarding dual materiality and topics identified as material. Finally, regarding ESEF reporting, it identifies some errors found in previous reporting in order to prevent their recurrence in the future. In the final section, it provides some more general guidance on the connection between financial and sustainability reporting and the importance of publishing Alternative Performance Measures (APMs).
Following the changes introduced by Law No. 199/2025 (the "2026 Budget Law") regarding the regulation of the "extraordinary contribution on net interest income" (so-called extra profits), it was decided to exempt the reserves by paying the extraordinary contribution of 27.5% in lieu of the higher tax due upon distribution of the reserves. Based on this decision, the contribution was recorded under "Other liabilities" against a net equity reserve.
Notes to the Accounts| Part A - Accounting Policies 337
Going-concern statement
With reference to the requirements of the Bank of Italy, CONSOB and ISVAP under Joint Document No. 4 of 3 March 2010, these consolidated financial statements at 31 December 2025 were prepared on a going-concern basis: the Directors believe that no risks and uncertainties have arisen such as to raise doubts on the Group’s going-concern assumption. The Directors consider that Mediobanca and its subsidiaries have a reasonable expectation of continuing to operate in the foreseeable future.
For information on the risks and related safeguards for Mediobanca and its subsidiaries, please refer to the contents of “Part E - Information on risks and related hedging policies” in these Notes to the Accounts and in the Consolidated Review of Operations.
Discretionary assessments, risks and uncertainties linked to the use of significant accounting estimates
In compliance with IFRS, senior management are required to formulate assessments, estimates and assumptions that may influence the adoption of the accounting standards and the amounts of assets, liabilities, costs and revenues recognized in the financial statements, as well as the disclosure relating to contingent assets and liabilities.
The assumptions underlying such estimates take into account all the information available at the date of preparation of the financial statements, as well as assumptions considered reasonable, including in light of past experience.
In this regard, it should be noted that financial estimates may, due to their very nature and insofar as reasonable, need to be revised as a result of changes in the circumstances on which they have been based, of the availability of new information or of greater experience accrued.
The main cases requiring the use of subjective assessments and opinions on the part of senior management are as follows:
a)quantification of losses due to the impairment of receivables, including the effects of climate-related and environmental and geopolitical risks, and, in general, of other financial assets;
338 Consolidated Financial Statements as at 31 December 2025
b)assessment of the fair value of equity investments and other non-financial assets (goodwill, tangible assets, including the value in use of assets acquired under lease, and intangible assets);
c)use of valuation models to measure the fair value of financial instruments not listed on active markets and investment properties;
d)quantification of fair value of instrumental properties according to the revaluation model;
e)estimates of liabilities deriving from company defined benefit retirement plans;
f)quantification of legal and fiscal provisions for risks and charges.
The above list of valuation processes is provided for the sole purpose of allowing the reader to better understand the main areas of uncertainty, but it should not be understood in any way to suggest that alternative assumptions may, at present, be more appropriate. For the most relevant items being estimated, information on the main hypotheses and assumptions used in the estimate is provided in the specific sections of the Notes to the Accounts, including a sensitivity analysis with respect to alternative hypotheses.
* * *
Global Minimum Tax
Regarding the Global Minimum Tax, as a result of the change of control – for the purposes of the relevant legislation under Legislative Decree No. 209/2023 – Banca Monte dei Paschi di Siena assumed the role of “Ultimate Parent Entity” (“UPE”), i.e. the entity responsible for figuring out, stating, and paying the supplementary tax, as well as for other requirements laid down in the relevant legislation.
Since Banca MPS did not meet the regulatory requirements for applying so-called Transitional CbCR Safe Harbors in financial year 2024 with reference to the jurisdictions of Italy and France, it became necessary to calculate the effective tax rate according to the ordinary rules for the period after 30 September 2025 (i.e., 1 October – 31 December 2025), starting from which Mediobanca and its subsidiaries were fully consolidated by Banca MPS.
Notes to the Accounts| Part A - Accounting Policies 339
Based on the estimates performed, the effective tax rate applicable to MPS Group companies located in Italy and in France was found to be higher than the Global Minimum Tax rate (15%), resulting in no tax being due in these jurisdictions.
The simplifications resulting from Transitional CbCR Safe Harbors, however, remain applicable for Mediobanca Subsidiaries resident in other jurisdictions, regarding the period starting from 1 July 2025 and ending on 30 September 2025 with UPE Mediobanca
Hybrid Dossiers
With regard to the adoption of legislation to combat hybrid mismatches, the Ministerial Decree dated 6 December 2024 – implementing Article 61 of Law-Decree No. 209/2023 – regulates the "penalty protection" regime by specifying the content, deadlines, and methods for preparing and filing the supporting documentation of the analyses carried out.
Within the relevant context, Mediobanca followed specific processes to identify potentially relevant situations, such as mismatches between direct and imported hybrids. The analyses, which did not reveal any critical issues, were conducted in compliance with the proper fulfilment of the disclosure and transparency obligations required for entities under collaborative compliance regime.
In compliance with the legislation, the documentation relating to the rules to combat hybrid mismatches for financial years 2023-2024 and 2024-2025 was prepared by the deadline for submitting the 2025 income tax return.
New Macro-Hedge Model
Effective 1 July, Mediobanca extended its use of macro-hedges of interest rate risk in accordance with the rules set forth in IAS39, which is also permitted for entities like Mediobanca that apply IFRS9 based on the exception provided for in paragraph 6.1.3,70 implementing risk management on a net basis of assets and liabilities.
70 IFRS9 par. 6.1.3: “For a fair value hedge of the interest rate exposure of a portfolio of financial assets or financial liabilities (and only for such a hedge), an entity may apply the hedge accounting requirements in IAS39 instead of those in this Standard. In that case, the entity must also apply the specific requirements for the fair value hedge accounting for a portfolio hedge of interest rate risk and designate as the hedged item a portion that is a currency amount (see paragraphs 81 A, 89 A and AG114–AG132 of IAS39).”
340 Consolidated Financial Statements as at 31 December 2025
In this context, a series of hedges of specific Mediobanca asset/liability portfolios (mortgages, consumer loans and modelled customer deposits) and the related risk positions were transferred and managed in the macro-hedge portfolios on a net basis.71 During the course of the financial year, Mediobanca and its subsidiaries, as part of the aforementioned centralization of financial risks at Mediobanca, discontinued certain hedging relationships relating to funding attributable to consumer credit, the effects of which will be progressively released over time to Net Interest Income consistently with the original duration of the hedges themselves.
The other risk hedges in place at Mediobanca level, which mainly concern the fair value hedges of bond loans and securities in the Banking Book assets and the cash flow hedges of a residual portion of the consumer portfolio financed externally to the Group, continue to be managed under hedge accounting rules as part of specific hedges, with designation according to IFRS9 at Mediobanca level and IAS39 at MPS consolidated level, adapting the necessary formal documentation required to support maintaining the hedging relationships.72
71 The difference in principle with the Parent Company, which has not yet switched to IFRS9, was thus eliminated, as regards hedging.
72 For the purposes of the MPS reporting package, these hedges are treated according to IAS39 rules, including the documentation supporting the maintenance of the hedging relationship.
Notes to the Accounts| Part A - Accounting Policies 341
SECTION 3
Area and methods of consolidation
The consolidated financial statements comprise the financial position and the results of the Group Legal Entities and companies directly or indirectly controlled by them, including those operating in sectors other than the one in which the Parent Company Mediobanca operates.
Based on the combined provisions of IFRS10 “Consolidated Financial Statements”, IFRS11 “Joint Arrangements” and IFRS12 “Disclosure of Interests in Other Entities”, Mediobanca has proceeded to consolidate its subsidiaries on a line-by-line basis, and its associates and joint arrangements using the net equity method.
There were no new transactions during the financial year, the only change being that of RAM AI UK (already in liquidation), a wholly-owned subsidiary of RAM AI Switzerland, which was cancelled from the Companies Register on 2 August 2025.
342 Consolidated Financial Statements as at 31 December 2025
1.Equity Investments in Group Legal Entities

| Company name | Registered address | Type of relationship (1) | Ownership | Voting rights in % (2)
| Controlling entity | % shareholding
A. | COMPANIES INCLUDED IN AREA OF CONSOLIDATION |  |  |  |  |
A.1 | Line-by-line method |  |  |  |  |
1. | MEDIOBANCA - Banca di Credito Finanziario S.p.A. | Milan | 1 | — | — | —
2. | SPAFID S.P.A | Milan | 1 | A.1.1 | 100.– | 100.–
3. | MEDIOBANCA INNOVATION SERVICES- S.C.P.A. | Milan | 1 | A.1.1 | 100.– | 100.–
4. | CMB MONACO S.A.M. | Monte Carlo | 1 | A.1.1 | 100.– | 100.–
5. | CMG MONACO S.A.M. | Monte Carlo | 1 | A.1.4 | 100.– | 100.–
6. | MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A. | Luxembourg | 1 | A.1.1 | 99.– | 99.–
|  |  | 1 | A.1.7 | 1.– | 1.–
7. | COMPASS BANCA S.P.A. | Milan | 1 | A.1.1 | 100.– | 100.–
8. | MEDIOBANCA PREMIER S.P.A. | Milan | 1 | A.1.1 | 100.– | 100.–
9. | MBCREDIT SOLUTIONS S.P.A. | Milan | 1 | A.1.7 | 100.– | 100.–
10. | SELMABIPIEMME LEASING S.P.A. | Milan | 1 | A.1.1 | 100.– | 100.–
11. | MB FUNDING LUXEMBOURG S.A. | Luxembourg | 1 | A.1.1 | 100. – | 100. –
12. | MEDIOBANCA SECURITIES USA LLC | New York | 1 | A.1.1 | 100.– | 100.–
13. | MB FACTA S.P.A. | Milan | 1 | A.1.1 | 100.– | 100.–
14. | QUARZO S.R.L. | Milan | 1 | A.1.7 | 90.– | 90.–
15. | MEDIOBANCA COVERED BOND S.R.L. | Milan | 1 | A.1.8 | 90.– | 90.–
16. | COMPASS RE(LUXEMBOURG) S.A. | Luxembourg | 1 | A.1.7 | 100.– | 100.–
17. | MEDIOBANCA INTERNATIONAL IMMOBILIERE S. A R.L. | Luxembourg | 1 | A.1.6 | 100.– | 100.–
18. | POLUS CAPITAL MANAGEMENT GROUP LIMITED | London | 1 | A.1.1 | 89.07 (*) | 65.78
19. | POLUS CAPITAL MANAGEMENT LIMITED | London | 1 | A.1.18 | 100.– | 100.–
20. | POLUS CAPITAL MANAGEMENT (US) INC. | Wilmington (USA) | 1 | A.1.18 | 100.– | 100.–
21. | POLUS CAPITAL MANAGEMENT INVESTMENTS LIMITED (non operativa) | London | 1 | A.1.18 | 100.– | 100.–
22. | POLUS INVESTMENT MANAGERS LIMITED (non operativa) | London | 1 | A.1.18 | 100.– | 100.–
23. | Bybrook Capital Burton Partnership (GP) Limited | Grand Cayman | 1 | A.1.18 | 100.– | 100.–
24. | SPAFID TRUST S.R.L. | Milan | 1 | A.1.2 | 100. – | 100. –
25. | MEDIOBANCA MANAGEMENT COMPANY S.A. | Luxembourg | 1 | A.1.1 | 100. – | 100. –
26. | MEDIOBANCA SGR S.P.A. | Milan | 1 | A.1.1 | 100. – | 100. –
27. | RAM ACTIVE INVESTMENTS S.A. | Geneva | 1 | A.1.1 | 98.3 (**) | 93.50
28. | MESSIER ET ASSOCIESS.A.S. | Paris | 1 | A.1.1 | 100.–(***) | 88.40
29. | MESSIER ET ASSOCIESL.L.C. | New York | 1 | A.1.28 | 100.–(***) | 50. –
30. | MBCONTACT SOLUTIONS S.R.L. | Milan | 1 | A.1.9 | 100. – | 100. –
31. | COMPASS RENT S.R.L. | Milan | 1 | A.1.7 | 100. – | 100. –
32. | COMPASS LINK S.R.L. | Milan | 1 | A.1.7 | 100. – | 100. –
33. | CMB REAL ESTATE DEVELOPMENT S.A.M. | Monte Carlo | 1 | A.1.4 | 60. – | 60. –
|  |  | 1 | A.1.1 | 40. – | 40. –
34. | ARMA PARTNERS LLP | London | 1 | A.1.1 | 100.– | 100.–
35. | ARMA PARTNERS CORPORATE FINANCE LTD | London | 1 | A.1.34 | 100.– | 100.–
36. | ARMA DEUTSCHLAND GmbH | Monaco | 1 | A.1.34 | 100.– | 100.–
37. | HEYLIGHT SA | Ginevra | 1 | A.1.7 | 100.– | 100.–
38. | SPV PROJECT 2224 S.R.L. (1) | Milan | 4 | Other | – | –
39. | HEIDI PAY AG | Ginevra | 1 | A.1.7 | 100.–(****) | 80.90
40. | HEIDI PAY LTD | London | 1 | A.1.39 | 100.–(****) | 99.96
41. | HOLIPAY S.R.L. | Cervia | 1 | A.1.40 | 100.–(****) | 100.–

(*) Taking into account the recently renegotiated put & call option exercisable during the next 3 years; excluding investment plans for employees and strategic partners.
(**)Taking into account the put and call options exercisable from the third to the tenth anniversary of the closing date of the transaction.
(***) Taking into account the put & call option exercisable by the end of the next financial year;
(****) Taking into account the put & call option renegotiated during the year under review, which can be exercised by October 2030.
(1) This is the special purpose vehicle established for the new securitization of MB Facta, in which no percentage of the share capital is held.
Legend
Notes to the Accounts| Part A - Accounting Policies 343
(1) Type of relationship:
1 = Majority of voting rights in ordinary AGMs.
4 = Other forms of control
(2) Effective and potential voting rights in ordinary AGMs.
344 Consolidated Financial Statements as at 31 December 2025
2.Considerations and significant assumptions used to determine consolidation area
The area of consolidation is defined on the basis of IFRS10, “Consolidated Financial Statements”, which provides that control occurs when the following three conditions apply:
―when the investor has power over the investee, defined as having substantive rights over the investee’s relevant activities;
―when the investor has exposure, or rights, to variable returns from its involvement with the investee; and
―when the investor has the ability to exert power over the investee to affect the amount of the variable returns.
Group Legal Entities are consolidated on a line-by-line basis, which means that the carrying amount of the parent’s investment and its share of the Group Legal Entity’s equity after minority interests are eliminated against the addition of that company’s assets and liabilities, income and expenses to the Parent Company’s totals. Any surplus arising following allocation of asset and liability items to the Group Legal Entity is recorded as goodwill. Any assets and liabilities, income and expenses from transactions between consolidated companies are eliminated upon consolidation.
Investments in associates and joint arrangements are consolidated using the equity method. Associates are companies that are subject to significant influence, a concept defined as the power to participate in activities which are significant for the company without having control of it. Significant influence is assumed to exist in cases where one company holds at least 20% of the voting rights of another. When establishing whether or not significant influence exists, account is also taken of potential rights, rights exercisable under options, warrants or conversion rights embedded in financial instruments; the ownership structure is also considered, as well as voting rights owned by other investors.
The definition of joint arrangement used is that provided in IFRS11, which involves the twofold requirement of the existence of a contractual arrangement and that such an arrangement must provide joint control to two or more parties. In this case too, the valuation method used was the equity-based method.
Under the equity method of accounting, any changes in the net equity of the investee company (including gains and losses) since the acquisition date should be included in the book value of the investment (originally recognised at cost). This value
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 345
is reduced in the event that the investment distributes dividends. The gain or loss generated by the investment is recorded pro rata in the consolidated income statement, including any value impairment or write-ups; while all other changes are recognized directly in net equity.
The financial statements of the consolidated companies represented in currencies other than the Euro are converted by applying the exchange rate prevailing at the end of the accounting period to the balance sheet items, and the average exchange rates for the same period to the income statement items. All exchange rate differences arising as a result of the translation are recorded in a specific net equity valuation reserve which, as and when the investment is sold, is eliminated and the relevant amount is debited from or credited to the income statement as the case may be. The following Table summarizes the conversion rates into Euros used in the statement as at 31 December 2025:

CURRENCY | ITEM CHANGES IN BALANCE SHEET | ITEM CHANGES IN PROFIT AND LOSS ACCOUNT
(CHF) SWISS FRANC | 0.9314 | 0.9329
US DOLLAR (USD) | 1.1750 | 1.1657
BRITISH POUND (GBP) | 0.8726 | 0.8709

With regard to the determination of the stake used for equity-based consolidation, it should be noted that it was determined as the ratio of the shares owned excluding those held for trading and/or through securities lending transactions (which transfer ownership, but not risks and benefits) and voting capital, represented by share capital after deducting treasury shares.
As required by paragraph 5-A of IFRS12, the companies included within the area of consolidation, which must be disclosed in this paragraph, also include the equity investments of entities classified as held for sale (or included in a disposal group which is classified as held for sale).
346 Consolidated Financial Statements as at 31 December 2025
3.Investments in Group Legal Entities with significant minority interests
This section has not been completed, since as at 31 December 2025, in line with the previous financial year, there were no third-party interests in subsidiaries considered significant, either individually or as a whole, as also specified in the table in “Section 14 – Minority Interests” contained in Part B of the liabilities of these notes to the accounts.
Significant restrictions
Mediobanca considers that no restrictions currently in force, under the terms of its Articles of Association, shareholders’ agreements or external regulations, would prevent it or otherwise limit its ability to access its assets or settle its liabilities.
Mediobanca also considers that no rights are in force to protect the interest of minority or third parties.
4.Other Information
The reporting date for the consolidated financial statements is the date on which Mediobanca’s financial year ends. In cases where Mediobanca Legal Entities have reporting periods ending on different dates, these companies are consolidated based on financial and earnings situations prepared as at the reporting date for the consolidated financial statements.
The financial statements of all Mediobanca Legal Entities were drawn up according to criteria comporting with the consolidated principles.
Associates which have reporting periods ending on different dates compared to Mediobanca prepare a pro-forma accounting statement as at the consolidated reporting date, or alternatively send a statement referring to a previous date as long as it is not more than three months previously. This eventuality is expressly provided for by IAS28 (paras. 33-34) provided that due account is taken of any material transactions or events that occur between said date and the reporting date for the financial statements.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 347
SECTION 4
Events subsequent to the reporting date
On 17 February 2025, Mediobanca's Board of Directors acknowledged the decisions taken by Banca MPS's Board of Directors and resolved to initiate work aimed at the integration with BMPS through a merger by incorporation and the consequent delisting of Mediobanca, in compliance with the regulations on related party transactions and legal obligations.
No critical issues are identified with regard to the existence of the going-concern assumption pursuant to Article 2423-bis, paragraph 1, number 1 of the Italian Civil Code, also in consideration of the industrial plans presented by BMPS, with reference to the available financial resources and the synergies expected from the integration of activities, from which no elements emerge that would raise doubts about the ability to continue operating for a foreseeable future.
No events under IAS10 occurring after 31 December 2025 are reported that would require adjustments to the results presented in the Consolidated Review of Operations as at 31 December 2025.
SECTION 5
Other Aspects
In compliance with Directive (EC) 2004/109 (the “Transparency Directive”) and Delegated Regulation (EU) 2019/815 (the “ESEF Regulation”), this document was drawn up in XHTML and the consolidated financial statements were “marked up” using the integrated computer language iXBRL, approved by ESMA.73
The entire document was lodged at the company offices and with the competent institutions as pursuant to the law.
In preparing this document, account has been taken of the guidelines set out in the “European common enforcement priorities for 2025 corporate reporting” published by ESMA last October, as further detailed in Part A1 – Section 2 above.
73 However, issuers may still continue to publish their Financial Statements in other formats (i.e. PDF).
348 Consolidated Financial Statements as at 31 December 2025
The consolidated financial statements are accompanied by the Declaration by the Financial Reporting Officer pursuant to Article 154-bis of the Italian Consolidated Law on Finance and are subject to an audit by the independent auditing firm PwC S.p.A., according to the provisions of Legislative Decree No. 39 of 27 January 2010.
* * *
Change in the valuation criteria for real estate assets
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. More specifically:
—for core operating tangible assets consisting of real estate properties (buildings and land), Mediobanca moved from the cost model to the revaluation model as provided for by the accounting principle IAS16 “Property, Plant and Equipment”;
—for properties held for investment purposes, the cost model was replaced by the fair value model in accordance with the accounting principle IAS40 “Investment Property”;
—for properties held and accounted for as inventories in accordance with IAS2, the valuation criterion was applied at the lower of cost and market without recording depreciation.
It should be noted that, with regard to right of use:
—for right-of-use core operating properties, recorded among tangible assets under IFRS16, Mediobanca and its subsidiaries, in line with MPS, chose to continue to measure their value using the cost method, without opting for using the revaluation model, which is permitted when the lessor applies such criterion to owned real properties;
—for rights-of-use properties that meet the definition of investment property, applying the IAS40 fair value criterion to the valuation of owned properties held for investment purposes implies the use of the same criterion for rights-of-use properties as well. However, it should be noted that this does not apply to Mediobanca and its subsidiaries, as there are no rights-of-use properties acquired under leases classified as investment property, as shown in the tables detailing the
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 349
composition of property, plant and equipment in "Section 9 - Property, Plant and Equipment" in Part B of these Notes to the Accounts.
Regarding the change in valuation method attributable to IAS8 on changes in accounting principles, the general rule requires retrospective presentation, restating the comparative information as if the accounting standard had always been applied, or restating the comparative balances starting from the financial year in which this would be feasible (restatement). This general rule, however, provides for an exception: for assets governed by IAS16, the transition from the cost method to the revalued amount method should be applied prospectively, as if it were a new revaluation of values compared to the previous carrying amounts, in line with the treatment required, under normal conditions, for subsequent revaluations. Consequently, for such assets, the transition to the "revaluation model" did not result in any adjustments to the opening balances of the financial year or of previous financial years, nor to the balances recognized up to the date of the aforementioned transition based on the previous cost method. The recalculated value of core operating properties will constitute the new depreciable value, to be distributed based on the expected economic life.
For properties held for investment purposes, retrospective adoption resulted in a restatement of the opening balances as at 1 July 2024, i.e., starting from the first date on which Mediobanca and its subsidiaries believed they could reliably measure a fair value, taking into account not only market conditions but also information on the actual condition of the individual property, the reliability of which decreases the further the measurement time horizon. At that date, the effects, whether positive or negative, were recognized as changes to the opening balances of the equity reserves. These effects were, at the individual property level, measured by comparing their fair value with the related carrying amount. Changes that occurred during the year following the fair value update as at 30 June 2025 and December 31 compared to the recalculated opening value, as described above, were recognized in the profit and loss account, as they were attributable to a change in accounting estimate. The retrospective adoption of the standard resulted in the reversal in the profit and loss account of the depreciation recognized in accordance with the provisions of IAS8.
The fair value of the properties was determined through the appropriate appraisal reports issued by a qualified independent firm.
Impacts related to the new property valuation criteria
350 Consolidated Financial Statements as at 31 December 2025
As at 31 December 2025, the market value of the real estate assets - measured on the basis of a specific appraisal report prepared by a leading qualified independent company - amounted to a total of €872.5m, which includes €495.1m relating to core operating properties and €377.4m relating to properties for investment purposes.
The adoption of the new valuation criteria resulted in an overall positive impact of €409m on net equity, after taxes (€571m before taxes). The profit and loss account underwent a revaluation of €1m during the financial year.
With reference to core operating properties, the impact resulting from the revaluation was positive by €234m in total (€329m before taxes); this impact was recorded in a specific valuation reserve within item "120. Valuation reserves”.
Regarding investment properties, the impact resulting from the fair value measurement was positive by €175m, after taxes (€243m before). This impact is due to changes in fair value compared to cost, recognized against a change in the opening balances of net equity as at 1 July 2025; this impact is reflected in item "150. Reserves." During the year, positive fair value changes of €1m were recognized in the profit and loss item "260. Net income (expense) from fair value measurement of tangible and intangible assets".
Please note that, with the transition to the new valuation criterion, a detailed review of the real properties held for business or investment purposes was conducted according to their actual intended use. This review required the implementation, effective 1 July 2025, of certain transfers from the business to the investment segment and vice versa, as illustrated in greater detail in the tables of changes in tangible assets contained in "Section 9 – Property, Plant and Equipment" of Part B of these Notes, to which reference should be made for further details.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 351
Reconciliation statement between published balance sheet asset tables as at 30 June 2025 and the balance sheet asset tables as at 30 June 2025 restated following the change in method

|  |  |  | (€’000) |
Asset items | 30 June 2025 | IAS 8 effects (1 July 2024) | IAS 8 effects (FY 24/25) | 30 June 3025 Restated |
10. Cash and Cash Equivalents | 1,033,735 | — | — | 1,033,735 |
20. Financial assets measured at fair value through profit or loss | 18,241,006 | — | — | 18,241,006 |
a) financial assets held for trading | 15,889,997 | — | — | 15,889,997 |
b) financial assets designated at fair value | 1,659,448 | — | — | 1,659,448 |
c) other financial assets mandatorily measured at fair value | 691,561 | — | — | 691,561 |
30. Financial assets measured at fair value through other comprehensive income | 5,393,024 | — | — | 5,393,024 |
40. Financial assets measured at amortized cost | 70,315,458 | — | — | 70,315,458 |
a) due from banks | 5,132,240 | — | — | 5,132,240 |
b) due from customers | 65,183,218 | — | — | 65,183,218 |
50. Hedging derivatives | 329,708 | — | — | 329,708 |
60. Value adjustment to generic hedging financial assets (+/-) | — | — | — | — |
70. Equity investments | 3,988,826 | — | — | 3,988,826 |
80. Insurance business | — | — | — | — |
a) issued insurance contracts that constitute assets | — | — | — | — |
a) reinsurance contracts ceded that constitute assets | — | — | — | — |
90. Tangible assets | 637,479 | 100,419 | 144,711 | 882,609 |
100. Intangible assets | 1,087,593 | — | — | 1,087,593 |
Which includes: |  |  |  |  |
goodwill | 856,839 | — | — | 856,839 |
110. Tax assets | 627,067 | — | — | 627,067 |
a) current | 323,696 | — | — | 323,696 |
b) prepaid | 303,371 | — | — | 303,371 |
120. Non-current assets and asset groups held for sale | — | — | — | — |
130. Other assets | 2,298,276 | — | — | 2,298,276 |
Total assets | 103,952,172 | 100,419 | 144,711 | 104,197,302 |

352 Consolidated Financial Statements as at 31 December 2025
Reconciliation statement between published balance sheet liability tables as at 30 June 2025 and the balance sheet liability tables as at 30 June 2025 restated following the change in method

|  |  |  | (€’000)
Liabilities and net equity | 30 June2025 | IAS 8 effects (1 July 2024) | IAS 8 effects (FY 24/25) | 30 June 2025 Restated
10. Financial liabilities measured at amortized cost | 75,183,290 | — | — | 75,183,290
a) due to banks | 12,347,364 | — | — | 12,347,364
b) due to customers | 34,091,725 | — | — | 34,091,725
c) securities in issue | 28,744,201 | — | — | 28,744,201
20. Trading financial liabilities | 8,987,758 | — | — | 8,987,758
30. Financial liabilities designated at fair value | 5,046,671 | — | — | 5,046,671
40. Hedging derivatives | 1,037,377 | — | — | 1,037,377
50. Value adjustment to generic hedging financial liabilities (+/-) | — | — | — | —
60. Tax liabilities | 706,702 | 31,800 | 36,353 | 774,855
a) current | 345,029 | — | — | 345,029
b) deferred | 361,673 | 31,800 | 36,353 | 429,827
70. Liabilities associated with assets held for sale | — | — | — | —
80. Other liabilities | 1,574,007 | — | — | 1,574,007
90. Provision for statutory end-of-service payments | 18,905 | — | — | 18,905
100. Provisions for risks and charges | 114,597 | — | — | 114,597
a) commitments and guarantees issued | 19,754 | — | — | 19,754
b) post-employment and similar benefits | 241 | — | — | 241
c) other provisions for risks and charges | 94,602 | — | — | 94,602
110. Insurance liabilities | 82,422 | — | — | 82,422
a) issued insurance contracts that constitute liabilities | 82,422 | — | — | 82,422
a) reinsurance contracts ceded that constitute liabilities | — | — | — | —
120. Revaluation reserves | (215,469) | — | — | (215,469)
130. Redeemable shares | — | — | — | —
140. Equity instruments | — | — | — | —
150. Reserves | 8,142,436 | 68,619 | 106,994 | 8,318,049
160. Share premium | 1,854,182 | — | — | 1,854,182
170. Capital | 444,681 | — | — | 444,681
180. Treasury shares (-) | (369,631) | — | — | (369,631)
190. Equity attributable to minority interests (+/-) | 14,108 | — | — | 14,108
200. Profit (Loss) for the year (+/-) | 1,330,136 | — | 1,365 | 1,331,501
Total liabilities and net equity | 103,952,172 | 243,092 | 144,711 | 104,197,302

Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 353
Reconciliation statement between published profit and loss tables as at 30 June 2025 and the profit and loss tables as at 30 June 2025 restated following the change in method
(€’000)
Items
30 June 2025
Chg.
30/06/2025 Restated
10. Interest and similar income
3,901,898
—
3,901,898
of which: interest income calculated according to the effective interest method
3,276,459
—
3,276,459
20. Interest and similar charges
(2,050,130)
—
(2,050,130)
30. Interest margin
1,851,768
—
1,851,768
40. Commission income
1,172,369
—
1,172,369
50. Commission expenses
(220,764)
—
(220,764)
60. Net fee income
951,605
—
951,605
70. Dividends and similar income
172,782
—
172,782
80. Net trading income
220,373
—
220,373
90. Net hedging income (expense)
(9,623)
—
(9,623)
100. Gains (losses) on disposal/repurchase of:
48,669
—
48,669
a) financial assets measured at amortized cost
(1,668)
—
(1,668)
b) financial assets measured at fair value through other comprehensive income
53,549
—
53,549
c) financial liabilities
(3,212)
—
(3,212)
110. Net income from other financial assets and liabilities measured at fair value through profit or loss
(196,108)
—
(196,108)
a) financial assets and liabilities designated at fair value
(214,838)
—
(214,838)
b) other financial assets mandatorily measured at fair value
18,730
—
18,730
120. Total revenues
3,039,466
—
3,039,466
130. Net value adjustments/write-backs for credit risk:
(230,244)
—
(230,244)
a) financial assets measured at amortized cost
(232,657)
—
(232,657)
b) financial assets measured at fair value through other comprehensive income
2,413
—
2,413
140. Gains (losses) from contractual modifications without derecognition
(191)
—
(191)
150. Net income from financial operations
2,809,031
—
2,809,031
160. Income from insurance services
21,231
—
21,231
a) insurance revenues from insurance contracts issued
29,714
—
29,714
b) costs for insurance services arising from insurance contracts issued
(8,483)
—
(8,483)
c) insurance revenues from insurance contracts ceded
—
—
—
d) costs for insurance services arising from insurance contracts ceded
—
—
—
170. Balance of financial revenues and costs from insurance operations
(243)
—
(243)
a) financial costs / revenues relating to insurance contracts issued
(243)
—
(243)
b) financial costs / revenues relating to insurance contracts ceded
—
—
—
180. Net profit from financial and insurance activities
2,830,019
—
2,830,019
190. Administrative expenses:
(1,639,342)
—
(1,639,342)
a) personnel costs
(856,521)
—
(856,521)
b) other administrative expenses
(782,821)
—
(782,821)
200. Net transfers to provisions for risks and charges
(5,442)
—
(5,442)
a) commitments and guarantees issued
1,641
—
1,641
b) other net provisions
(7,083)
—
(7,083)
210. Net value adjustments to /write-backs of tangible assets
(78,619)
1,557
(77,062)
220. Net value adjustments to /write-backs of intangible assets
(28,803)
—
(28,803)
230. Other operating expense / income
205,756
—
205,756
240. Operating costs
(1,546,450)
1,557
(1,544,893)
250. Gains (losses) on equity investments
496,821
—
496,821
260. Net income from fair value measurement of tangible and intangible assets
(373)
482
109
270. Value adjustments to goodwill
(4,385)
—
(4,385)
280. Gains (losses) on disposal of investments
(50)
—
(50)
290. Profit (Loss) on ordinary operations before tax
1,775,582
2,039
1,777,621
300. Income tax for the year on ordinary operations
(444,446)
(674)
(445,120)
310. Profit (Loss) on ordinary operations after tax
1,331,136
1,365
1,332,501
320. Gains (losses) of ceded operating assets, after tax
—
—
—
330. Profit (Loss) for the year
1,331,136
1,365
1,332,501
340. Profit (Loss) for the period attributable to minority interests
(1,000)
—
(1,000)
350. Net profit (loss) for the period attributable to Mediobanca
1,330,136
1,365
1,331,501
354 Consolidated Financial Statements as at 31 December 2025
A.2 - Significant Accounting Policies
1 - Financial assets measured at fair value through profit or loss
These include financial assets held for trading and other financial assets mandatorily measured at fair value, and assets for which the Fair Value Option was modified.
Financial assets held for trading are assets which have been acquired principally for the purpose of being traded. This category comprises debt securities, equities, loans held for trading purposes, and the positive value of derivatives held for trading, including those embedded in complex instruments (such as structured bonds), which are recorded separately. This category also includes syndicated loan underwriting commitments in the event of a positive value.
Assets mandatorily measured at fair value include financial assets that are not held for trading but are mandatorily measured at fair value through profit or loss given the fact that they do not meet the requirements to be measured at amortized cost or at fair value through other comprehensive income. In particular, as clarified by the IFRS Interpretation Committee, this category includes units in mutual investment funds.74
With regard to financial assets mandatorily measured at fair value, during the financial year the organizational model, the monitoring process and the methodology that the Bank applies in order to classify, measure and verify the value of OICs as instruments accounted for at Fair Value were defined in compliance with Community Regulations.
Initial recognition occurs at the settlement date for securities and loans and at the subscription date for derivatives. At initial recognition, such financial assets are booked at fair value not including any transaction expenses or income directly attributable to the asset concerned, which are taken through the profit and loss account. Following their initial recognition, they will continue to be measured at fair value, and any changes in fair value will be recognized in the profit and loss account. Interest on instruments mandatorily measured at fair value will be recognized according to the interest rate stipulated contractually. Dividends paid on equity
74 The IFRS Interpretation Committee’s clarification rules out any possibility of such instruments being treated as equities.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 355
instruments will be measured through profit or loss when the right to collect them becomes effective.
Equities and linked derivatives whose fair value may not be reliably measured using the methods described above are stated at cost (these too qualify as Level 3 assets). If the assets suffer impairment, they are written down to their current value.
Gains and losses upon disposal or redemption and the positive and negative effects of changes in fair value over time are recognized in the profit and loss account under the respective headings.
Assets held for trading mandatorily to be measured at fair value also include loans which do not guarantee full repayment of principal in the event of the counterparty’s financial difficulties and which have therefore failed the SPPI test. The process followed to write down these positions is aligned with that used for other loans, on the grounds that the exposure is basically attributable to credit risk, with both the gross exposure and related provisioning stated.
This item also includes financial assets designated at fair value upon initial recognition with the aim of eliminating or significantly reducing a valuation inconsistency. This case in particular concerns the related portfolio of assets and liabilities required by applying the business model for managing equity-linked certificates where changes in own credit risk and realizations are recognized through profit or loss to eliminate the accounting mismatch. For further details on the accounting operation and methods in regard of the aforementioned instruments, please refer to section "A.4 – Information on Fair Value" of these Notes to the Accounts.
356 Consolidated Financial Statements as at 31 December 2025
2 - Financial assets measured at fair value through other comprehensive income
These are financial instruments, mostly debt securities, which meet both the following conditions:
—the instruments are held on the basis of a business model whose objective is the collection of contractual cash flows and of proceeds deriving from the sale of such instruments;
—the contractual terms have passed the SPPI test.
Financial assets measured at fair value through other comprehensive income (FVOCI) are recognized at fair value, including transaction costs and income directly attributable to them. Thereafter, they will continue to be measured at fair value. Changes in fair value are measured through other comprehensive income, while interest and currency exchange gains/losses are recorded in the profit and loss account (in the same way as financial instruments measured at amortized cost).
Expected losses of financial assets measured at fair value through other comprehensive income (debt securities and loans and advances to customers) are calculated (as per the impairment process) in the same way as those of financial assets measured at amortized cost, with the resulting value adjustment recorded in the profit and loss account.
Retained earnings and accumulated losses recorded in other comprehensive income will be measured through profit or loss when the instrument is removed from the balance sheet.
The category also includes equities not held for trading which meet the definition provided by IAS32, and which the Group decided to classify irrevocably in this category at the initial recognition stage. As the instruments in question are equities, they are not subject to impairment and no gains/losses on equities will be measured through profit or loss, including following the sale of the instrument. Conversely, dividends on the instruments will be measured through profit or loss when the right of collection takes effect.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 357
3 - Financial assets measured at amortized cost
These include loans and advances to customers and banks, debt securities and repo transactions which meet the following conditions:
—the financial instrument is held and managed according to the hold-to-collect business model, i.e. with the objective of holding it in order to collect the cash flows governed by the contract;
—such contractual cash flows consist entirely of payment of principal amount and interest (and therefore meet the requirements set by the SPPI test).
This heading also includes receivables originated from finance leases, the valuation and classification rules for which are governed by IFRS16 (see below), even though the impairment rules introduced by IFRS9 apply for valuation purposes.
The Group’s business model should reflect the ways in which financial assets are managed at a portfolio level and not at the instrument level, on the basis of factors observable at the portfolio level and not at the instrument level, such as the following:
— operating procedure adopted by management in the performance evaluation process;
— risk type and procedure for managing risks taken, including indicators for portfolio rotation;
— means for determining remuneration mechanisms for risk-takers.
The business model is based on expected reasonable scenarios (without considering “worst case” and “stress case” scenarios). In the event of cash flows differing from those estimated at initial recognition, the Group is not bound to change the classification of financial instruments forming part of the portfolio, but uses the information for deciding the classification of new financial instruments.75
At initial recognition, the Group analyses contractual terms for the instruments to check whether the instrument, product or sub-product has passed the SPPI test. In this
75 These considerations are stated in the internal management policies, which reiterate the link between business model and accounting treatment and introduce frequency and materiality thresholds for changes in portfolios of assets measured at amortized cost.
358 Consolidated Financial Statements as at 31 December 2025
connection, the Group has developed a standardized testing process which involves analysing loans by using a specific tool, developed internally, which is structured in decision-making trees, at the level of the individual financial instrument or product based on their different degrees of customisation. If the test is not passed, the tool will show that the assets should be measured at fair value through profit or loss (FVTPL). The method by which loans are tested differs according to whether or not the asset is a retail or corporate loan: at product level for retail loans, individually for corporate loans. An external info-provider is used to test debt securities; if, however, no test results are available, the instrument is analysed using the SPPI tool. When contractual cash flows for the instrument do not represent solely payments of principal and interest on the outstanding amount, the Group mandatorily classifies the instrument at fair value through profit or loss.
At the initial recognition date, financial assets are measured at fair value, including any costs or income directly attributable to individual transactions that can be established from the outset even if they are actually settled at later stages. The recognition value does not, however, factor in costs with the above characteristics which are repaid separately by the borrower, or may be classified as ordinary internal administrative expenses.
The instrument is measured at amortized cost, i.e. the initial value less/plus the repayments of principal made, write-downs/write-ups, and amortization – calculated using the effective interest rate method – of the difference between the amount disbursed and the amount repayable at maturity, adjusted to reflect expected losses.
The amortized cost method is not used for short-term receivables, as the discounting effect is negligible; for this reason, such receivables are recognized at historical cost. The original effective interest rate is defined as the rate of interest which renders the discounted value of future cash flows deriving from the loan or receivable by way of principal and interest equal to the initial recognition value of the loan or receivable.
The original effective interest rate for each loan will remain unchanged in subsequent years, even if new terms are negotiated leading to a reduction to below market rates, including non-interest-bearing loans. The relevant value adjustment is recognized in the profit and loss account.
Following initial recognition, all financial assets measured at amortized cost were subject to the impairment model based on the expected loss, i.e. performing as well as non-performing exposures.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 359
In accordance with the provisions of IFRS9, the impairment model involves financial assets being classified at one of three different risk stages (Stage 1, Stage 2 and Stage 3), depending on developments in the borrower’s credit quality, to which different criteria for measuring expected losses apply. Accordingly, financial assets are split into the following categories:
—Stage 1: this includes exposures at their initial recognition date for as long as there is no significant impairment to their credit quality; for such instruments, the expected loss should be calculated depending on default events which may occur within twelve months of the reporting date;
—Stage 2: this includes exposures which, while not classified as non-performing as such, have nonetheless experienced significant impairment to their credit quality since the initial recognition date; in the transition from Stage 1 to Stage 2, the expected loss will be calculated for the outstanding life of the instrument;
—Stage 3: this category consists of non-performing (impaired) exposures according to the definition provided in the regulations. In the transition to Stage 3, exposures are valued individually, that is, the value adjustment is calculated as the difference between the carrying value at the reference date (amortized cost) and the discounted value of the expected cash flows, calculated by applying the original effective interest rate. The expected cash flows consider the anticipated collection times, the probable net realizable value of any guarantees, and the costs which are likely to be incurred for the recovery of the credit exposure from a forward-looking perspective which factors in alternative recovery scenarios and developments in the economic cycle.
Purchased or originated credit impaired items (POCIs) are receivables that are already impaired at the point in time when they are acquired or disbursed, which does not preclude their being subsequently classified as performing. Write-downs are in any case calculated on a lifetime horizon.
In the model for calculating expected losses applied by the Group, forward-looking information was taken into consideration by referring to three possible macroeconomic scenarios (baseline, mild-positive and mild-negative) that may have an impact on PD and LGD, including any sales scenarios where the Group’s NPL strategy considers that such assets should be recovered through sale on the market.
The Group’s policy to establish a significant increase in credit risk is based on qualitative and quantitative criteria and uses the 30-day past due loans or their classification as forborne as conditions to be otherwise included in Stage 2 (referred
360 Consolidated Financial Statements as at 31 December 2025
to as backstop indicators). Cases of low-risk instruments at the recording date are identified, compatible with classification as Stage 1 (low credit risk exemption), where there is a BBB- rating on the Standard & Poor’s scale, or a corresponding internal PD estimate.
Impairment regards losses which are expected to materialize in the twelve months following the reporting date, or losses which are expected to materialize throughout the rest of the instrument’s lifetime in the event of a significant increase in credit risk. Both the twelve-month and lifetime expected losses can be calculated on an individual or collective basis according to the nature of the underlying portfolio.
Expected credit losses are recorded and released only to the extent that changes have occurred. For financial instruments considered to be in default, the Group records an expected loss on the residual lifetime of the instrument (similar to Stage 2 above); value adjustments are determined for all the exposures of the different categories considering forecast information reflecting macro-economic factors (forward-looking approach).
4 - Hedging
The types of hedges used by Mediobanca are the following:
–fair value hedges, which aim to offset the exposure to changes in the fair value of a financial item or homogeneous group of assets in terms of risk profile;
–cash flow hedges, which are intended to offset the exposure of recognized assets and liabilities to changes in future cash flows attributable to specific risks relating to the items concerned;
–hedges of foreign investments in currencies other than the Euro: these refer to the hedging of risks in an investment in a non-Italian company denominated in a foreign currency.
For the process to be effective, the item must be hedged with a counterparty from outside Mediobanca and its subsidiaries.
Hedge derivatives are measured at fair value as follows:
–for fair value hedges, a change in the fair value of the hedged item is offset by the change in fair value of the hedging instrument, both of which recognized in the
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 361
profit and loss account, should a difference emerge as a result of the partial ineffectiveness of the hedge;
–for cash flow hedges, a change in fair value is recognized in net equity for the effective portion of the hedge and in the profit and loss account only when, with reference to the hedged item, the change in the cash flows to be offset actually occurs.
Hedge accounting is permitted for derivatives where the hedging relationship is formally designated and documented and provided that the hedge is effective at its inception and is expected to be so for its entire life.
At inception, Mediobanca formally designates and documents the hedging relationship, with an indication of the risk management objectives and strategy for the hedge. The documentation includes identification of the hedging instrument, the item hedged, the nature of the risk hedged and how the entity intends to assess if the hedging relationship meets the requisites for the hedge to be considered effective (including analysis of the sources of any ineffectiveness and how this affects the hedging relationship). The hedging relationship meets the eligibility criteria for accounting treatment reserved for hedges if, and only if, the following conditions are met:
–the effect of the credit risk does not prevail over the changes in value resulting from the economic relationship;
–the coverage provided by the hedging relationship is the same as the coverage which results from the quantity of the item hedged which the entity effectively hedges, and the quantity of the hedge instrument which Mediobanca and its subsidiaries actually use to hedge the same quantity of the item hedged.
Fair value hedges
As long as the fair value hedge meets the qualifying criteria, the gain or loss on the hedging instrument must be recognized in the profit and loss account or under one of the other comprehensive income headings if the hedging instrument hedges another equity instrument for which the Group has chosen to measure changes in fair value through OCI. The profit or loss on the hedged item is recorded as an adjustment to the book value of the hedged item with a matching entry through profit or loss, even in cases where the item hedged is a financial asset (or one of its components) measured
362 Consolidated Financial Statements as at 31 December 2025
at fair value with changes taken through OCI. However, if the hedged item is an equity instrument for which the entity has opted to measure changes in fair value through OCI, the amounts remain in the statement of other comprehensive income.
If the hedged item is an unrecognized irrevocable commitment (or a component thereof), the cumulative change in fair value of the hedged item resulting from its designation is recognized as an asset or liability with a corresponding gain or loss recorded in the profit (loss) for the period.
Cash flow hedges
As long as the cash flow hedge meets the qualifying criteria, it is accounted for as follows:
—the gain or loss on the hedging instrument in relation to the effective portion of the hedge is measured through OCI in the cash flow reserve, whereas the ineffective part is measured through profit or loss.
—the cash flow reserve is adjusted to the lower of:
— the cumulative gain or loss on the hedge instrument since the hedge’s inception; and
— the cumulative change in fair value (at the present value) of the hedged item (i.e. the present value of the cumulative change in the estimated future cash flows hedged) since the hedge’s inception.
The cumulative amount in the cash flow hedge reserve will be reclassified from the cash flow hedge reserve to profit (loss) for the period as a reclassification adjustment in the same period or periods in which the estimated future cash flows being hedged have an impact on the profit (loss) for the period (e.g. in periods when interest receivable or payable are recorded, or when the planned sale takes place). However, if the amount constitutes a loss and the entity does not expect to recover the whole loss or part of it in one or more future periods, the entity must classify the amount it does not expect to recover in the profit (loss) for the period (as an adjustment due to reclassification) immediately.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 363
5 - Investments
This heading consists of interests 76 held in jointly-controlled entities and associates. Companies subject to joint control, otherwise known as joint ventures, are defined as entities whose control is contractually stipulated as being shared between the Group and one or more other parties, or when the unanimous consent of all parties which share control of the entity is required for decisions regarding relevant activities.
Companies subject to significant influence, otherwise known as associates, are defined as entities in which the Group holds at least 20% of the voting rights (including “potential” voting rights) or for which – despite holding a lower share of the voting rights – it is entitled to participate in deciding the financial and management policies of the investee company by virtue of its being represented in that company’s management bodies, without actually having control over it.
The Group uses the net equity method to account for these investments; hence they are initially recognized at cost and subsequently adjusted to reflect changes in the net assets attributable to the Group since the acquisition date.
Following the application of the equity method, if there is evidence that the value of an investment may have been impaired, the recoverable amount of the investment is estimated, being the higher of its fair value less costs to sell and its value in use. The value in use is the present value of the future cash flows that the investment is expected to generate, including the final disposal value of the investment.
If the recoverable value is lower than the book value, the difference is measured through profit or loss.
If, in a period following the year in which an impairment loss has been recorded, a change occurs in the estimates used to determine the recoverable value, the book value of the investment will be revised to reflect the recoverable value and the adjustment will give rise to a write-back.
In cases where significant influence or joint control are lost, the Group recognizes and values any residual share still held at fair value. Any difference between the book value at the date on which the loss of significant influence or joint control occurs, plus the fair value of the share still held and the consideration received on disposal, will be
76 As specified in IAS28, the stake in an associated company is the book value of the investment in the affiliated company calculated using the net equity method together with any other long-term stake which, in substance, represents the entity’s additional net investment in the affiliated company. Any short-term transactions (trading and securities lending) are not relevant for the computation of the stake for equity-based consolidation purposes.
364 Consolidated Financial Statements as at 31 December 2025
recognized in the profit and loss account.
6 - Tangible assets
This heading comprises land, core and investment properties, plant, furniture, fittings and equipment of all kinds. It also includes the R-o-U assets acquired under leases and related use of tangible assets (for lessees) and assets used under the terms of finance leases (for lessors), despite the fact that such assets remain the legal property of the lessor rather than the lessee.
Assets held for investment purposes refer to investments in real estate, if any (whether owned or acquired under leases), which are not core to the Group’s main activities and/or are chiefly leased out to third parties.
The heading also includes tangible assets classified pursuant to IAS2 – Inventories, namely assets deriving from guarantees being enforced or acquired at an auction which the firm has the intention of selling in the near future, without carrying out any major refurbishment work and which do not fall into any of the previous categories.
Upon first recognition, all tangible assets are recognized at cost, which, in addition to the purchase price, includes any ancillary charges directly attributable to the purchase and/or commissioning of the asset. Extraordinary maintenance charges are accounted for by increasing the asset’s value, while ordinary maintenance charges are recorded in the profit and loss account.
The subsequent measurements for each type of asset are shown below.
Tangible assets were valued at cost, less any depreciation and impairment losses, with the exception of core operating properties, which were measured using the revaluation method, and those held for investment purposes, which were measured using the fair value method.
The revaluation method requires assets to be recognized at a revalued amount, i.e. their fair value at the revaluation date, after any accumulated depreciation and any impairment losses. If the carrying amount increases as a result of revaluation, the increase will be recognized with a contra-entry in liability item "120 - Valuation reserves," except for reversals of impairment losses from previous impairment recognized through profit or loss. In this case, the increase will be recognized through profit or loss under item "260 - Net gain (loss) on the fair value measurement of
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 365
tangible and intangible assets" within the limits of the aforementioned impairment loss. If the carrying amount of an asset decreases as a result of revaluation, the decrease will be recognized through profit or loss under item "260 - Net gain (loss) on the fair value measurement of tangible and intangible assets," unless the asset has been previously revalued, in which case the decrease in value will be recognized as a reduction in liability item "120 - Valuation reserves" until the reserve is exhausted. Fixed assets are depreciated over the length of their useful life on a straight-line basis, with the exception of land, which is not depreciated on the grounds that it has unlimited useful life.
Investment properties are not subject to depreciation, as required by IAS40, if measured at fair value through profit or loss.
With regard to properties classified according to IAS2 – Inventories – they are accounted for: at the lower of cost and market value without being depreciated.
At annual and interim reporting dates, where there is objective evidence that the value of an asset may be impaired, its carrying amount is compared to its current value, which is the higher of its fair value after any costs to sell and its related value in use. Adjustments, if any, are recognized in the profit and loss account. If the reasons for recognizing a loss in value no longer apply, the adjustment will be written back, with the proviso that the amount credited may not exceed the value which the asset would have had after depreciation, which is calculated assuming no impairment took place.
For further information on right-of-use assets acquired through leases, please refer to the section on IFRS16 Leases and Part M - Disclosure on Leases below.
7 - Intangible assets
These chiefly comprise goodwill, long-term computer software applications and other intangible assets deriving from business combinations subject to IFRS3.
Goodwill may be recognized where this is representative of the investee company’s ability to generate future income. At each reporting date, goodwill recorded as an asset is tested for impairment.77 Any reduction in value due to impairment is calculated as
77 Mediobanca and its subsidiaries have adopted a policy for the impairment testing process in line with the provisions of Organismo Italiano di Valutazione (OIV), Impairment test dell’avviamento in contesti di crisi finanziaria
366 Consolidated Financial Statements as at 31 December 2025
the difference between the initial recognition value of goodwill and its realizable value, the latter being equal to the higher of the fair value of the related cash-generating unit after any costs to sell and its value in use, if any. Any adjustments will be recognized in the profit and loss account.
Other intangible assets are measured at cost, adjusted to reflect ancillary charges only where it is likely that future earnings will derive from the asset and the cost of the asset itself may be reliably determined, after any accumulated impairment losses. Otherwise, the cost of the intangible asset is booked through the profit and loss account in the year in which the expense was incurred.
The cost of intangible assets is amortized on a straight-line basis over the useful life of the related asset, verified on an annual basis if necessary. If its useful life is indefinite the cost of the asset is not amortized, but the value at which it is initially recognized is tested for impairment on a regular basis.
At annual and interim reporting dates, the recoverable value of the asset is estimated if there is evidence of impairment.78 The impairment is recognized in the profit and loss account as the difference between the carrying amount and the recoverable value of the asset concerned.
For further details, please refer to the information provided in Section 10 – Intangible assets – Item 100.
8 - Non-current assets and asset groups as held for sale (IFRS5)
Under assets heading “Non-current assets and asset groups as held for sale” and under liability heading “Liabilities associated with assets held for sale” the Group classifies non-current assets or groups of assets/liabilities whose booking value will be
(Impairment test of goodwill during financial crises) of 14 June 2012, Principi Italiani di Valutazione (PIV, Italian Valuation Standards) published in 2015, Discussion Paper of 22 January 2019, Discussion Paper no. 01/2021 issued on 16 March 2021 by Organismo Italiano di Valutazione (O.I.V.) “L’uso di informazione finanziaria prospettica nella valutazione d’azienda” (Use of forward-looking financial information in company valuation), Discussion Paper no. 02/2021 issued on 16 March 2021 by Organismo Italiano di Valutazione (O.I.V.) “Linee Guida per l’Impairment Test dopo gli effetti della pandemia da Covid-19” (Guidelines for Impairment Tests after the effects of the Covid-19 pandemic), with suggestions published by ESMA, the guidelines of the joint document Bank of Italy, Consob, IVASS (document no.4 of 3 March 2010 and no.8 of 21 December 2018) and various Consob communications and warning notices, as well as the IOSCO (International Organization Of Securities Commissions) Document containing “Recommendations on Accounting for Goodwill”, published in December 2023.
78 Under IAS36, impairment testing, i.e. tests to ascertain whether or not there has been a loss in the value of individual tangible and intangible assets, must be carried out at least once a year, in conjunction with preparation of the financial statements, or more frequently if events have taken place or materialized that would indicate there has been a reduction in the value of such assets (known as “impairment indicators”).
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presumably recovered by mean of a sale process. To be classified in this heading, assets or liabilities (or disposal groups) should be readily available for sale and selling plans should be identified, which are active and realistic in a way that their completion is considered highly probable. After the classification in the identified heading, these assets are valued at the lower of the booking value and the fair value after costs to sell, with the exception of some categories of assets (i.e. assets falling under the scope of standard IFRS9) for which IFRS5 requires specifically that the valuation provisions of the applicable standard should be used. In case of held-for-sale assets to be still depreciated, this process ends when assets are classified in the mentioned heading.
In case of discontinued operations, i.e. the sale of operating assets relating to an important business sector or geographical area, the standard requires gains and losses related thereto to be grouped together, after any tax effect, in the profit and loss heading “320. Gains (losses) of discontinued operating assets, after tax”.
If the fair value of assets and liabilities held for sale, after costs to sell, is lower than their book value, a write-off will be calculated and booked through profit or loss.
Non-current assets held for sale and disposal groups are derecognized from the balance sheet when the sale occurs.
9 - Tax assets and liabilities
Income taxes are recorded through the profit and loss account, with the exception of tax payable on items debited or credited directly to net equity. Provisions for income tax are calculated on the basis of current, advance and deferred obligations. In particular, prepaid and deferred taxes are calculated on the basis of temporary differences – without time limits – between the value attributed to an asset or liability according to (Italian) statutory regulations and the corresponding values used for tax purposes.
Advance tax assets are recognized in the balance sheet based on the likelihood of their being recovered.
Deferred tax liabilities are recognized with the exception of tax-suspended reserves, if the size of available reserves previously subjected to taxation is such that it may be reasonably assumed that no transactions will be carried out on the Group’s own initiative that might lead to their being taxed.
368 Consolidated Financial Statements as at 31 December 2025
Deferred taxes arising upon business combinations are recognized when this is likely to result in an actual charge for one of the consolidated companies.
Tax assets and liabilities are adjusted as and when changes occur in the regulatory framework or in applicable tax rates, inter alia to cover charges that might arise in connection with inspections by or disputes with the tax revenue authorities.
Contributions to Deposits Guarantee Schemes and resolution funds are accounted for according to IFRIC21.
10 - Provisions for risks and charges
These regard risks linked to loan commitments and guarantees issued, and to Mediobanca and its subsiriaries’ operations which could lead to expenses in the future as well as post-retirement plan provisions (see below).
In the first case (provisions for risks and charges to cover commitments and guarantees issued), the amounts set aside are quantified in accordance with the rules on impairment of financial assets measured at amortized cost.
In the other cases the rules of IAS37 apply, i.e. the potential charge must be estimated reliably; if the time effect is material, provisions are discounted using current market rates; and the provision is recognized in the profit and loss account.
Provisions are reviewed on a regular basis, and where the charges that gave rise to them are deemed unlikely to crystallize, the amounts involved are written back to the profit and loss account in part or in full.
Withdrawals are only made from provisions to cover the expenses for which the provision was originally set aside.
As set forth in para. 92 of IAS37, no precise indication has been given of any contingent liabilities where this could compromise the company in any way.
11 - Financial liabilities measured at amortized cost
These include the items Due to banks, Due to customers and Debt securities in issue less any amounts bought back. The heading also includes payables in respect of
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 369
finance lease transactions, whose valuation and classification rules are governed by IFRS16 and which are subject to the impairment rules under IFRS9. For a description of the rules for valuing and classifying lease receivables, see the relevant section.
Initial recognition takes place when funds raised are collected or debt securities are issued, and occurs at fair value, which is equal to the amount collected after transaction costs incurred directly in connection with the liability concerned. After initial recognition, liabilities are measured at amortized cost on the basis of the original effective interest rate, with the exception of short-term liabilities which will continue to be stated at the original amount collected.
Derivatives embedded in structured debt instruments are stripped out from the underlying contract and recognized at fair value when they are not closely correlated to the host instrument. Subsequent changes in fair value are recognized through the profit and loss account.
Financial liabilities are derecognized upon expiry or repayment, even if buybacks of previously issued bonds are involved. The difference between the liabilities’ carrying value and the amount paid to repurchase them is recognized through the profit and loss account.
The sale of treasury shares over the market following a buyback (even in the form of repos and securities lending transactions) is treated as a new issue. The new sale price is recorded as a liability without passing through the profit and loss account.
12 - Trading liabilities
This item includes the negative value of trading derivatives and any derivatives embedded in complex instruments. Liabilities for technical overdrafts connected to securities trading activities as well as the negative value of syndicated loan underwriting commitments are also included. All trading liabilities are measured at fair value and changes are taken through the profit and loss account.
13 - Financial liabilities designated at fair value
These include the value of financial liabilities designated at fair value through profit or loss, on the basis of the option granted to companies (referred to as “fair value option”) by IFRS9 and in compliance with the cases provided for by such legislation.
370 Consolidated Financial Statements as at 31 December 2025
Such liabilities are measured at fair value, accounting for earnings according to the following rules laid down in IFRS9:
― changes in fair value attributable to changes in one’s credit quality must be recognized in the Statement of Other Comprehensive Income (Net Equity);
― other changes in fair value must be recognized through Profit or Loss;
― amounts stated in Other Comprehensive Income will not flow through profit or loss.
This method cannot be adopted, however, if the recognition of the effects of the issuer’s own credit quality in Net Equity generates or accentuates an accounting mismatch in profit and loss. In such cases, the profits or losses related to the liability, including those caused as the effect of the change in the issuer’s credit quality, must be measured through profit or loss.79
In compliance with the provisions of IFRS9, the correlation between assets and liabilities is monitored on an ongoing basis.
14 - Foreign currency transactions
Transactions in foreign currencies are recorded by applying the exchange rates as at the date of the transaction to the amount in the foreign currency concerned.
Assets and liabilities denominated in currencies other than the Euro are translated into Euros using exchange rates prevailing at the reference dates. Differences on cash items due to translation are recorded through the profit and loss account, whereas those on non-cash items are recorded according to the valuation criteria used in respect of the category they belong to (i.e. at cost, through profit or loss or on an equity basis).
The assets and liabilities of non-Italian entities consolidated on a line-by-line basis have been converted at the exchange rate prevailing at the reporting date, whereas the profit-and-loss items have been converted using the average of the average monthly exchange rate readings for the period; any differences emerging after the conversion are recognized among the Net Equity valuation reserves.
79 This case in particular concerns the related portfolio of assets and liabilities concerning the business model for managing the funding of equity-linked certificates aiming to eliminate the accounting mismatch.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 371
15 - Insurance assets and liabilities
Insurance assets and liabilities that fall within the scope of IFRS17 "Insurance Contracts" are classified in this category.
In particular, the asset item “80. Insurance assets” or the liability item “110. Insurance liabilities" include insurance contracts, reinsurance contracts, and investment contracts with issued discretionary profit-sharing features, as defined and regulated by IFRS17, belonging to portfolios of insurance contracts, based on the net balance of the portfolio to which they belong. Generally, insurance contracts have a negative balance (insurance liabilities), while reinsurance contracts have a positive balance (insurance assets).
At the time of signing the insurance contract 80 with the insured party, a liability is recognized whose amount is given by the algebraic sum of the present value of the expected contractual cash flows (Present value of future cash flow – “PVFCF”) which include the so-called Contractual Service Margin – “CSM”, i.e. the present value of expected future profits and the Risk adjustment (“RA”) to cover non-financial risks. All contracts are grouped together to identify "portfolios" that have similar risks and which can be managed in a unified manner.
There are two measurement models: General Model - applicable in principle to all contracts, and Variable Fee Approach (“VFA”) - applicable in particular to direct profit-sharing contracts. An optional simplified model (Premium Allocation Approach - "PAA"), adopted by the subsidiary Compass RE, is also provided for the purpose of measuring the residual coverage liability for contracts with a coverage period lasting one year or shorter and for all contracts in the event that the measurement is not materially different from the one resulting from applying the General Model.
The insurance liability should be updated at each reporting period to verify the consistency of the estimates made with respect to market conditions. The effects of any updates detected will be recognized in the profit and loss account if the changes refer to current or previous events or to a reduction in the Contractual Service Margin if the changes are due to future events.
With regard to financial assumptions, the principle provides for the option of
80 An insurance contract is defined as a contract under which one party (the issuer) underwrites a "significant insurance risk" from another party (the insured), agreeing to indemnify the insured in the event that the same suffers damage resulting from a specific uncertain future event (the insured event).
372 Consolidated Financial Statements as at 31 December 2025
representing the effects of changes in the profit and loss account or in net equity (referred to as Other Comprehensive Income Option - OCI).
Lastly, IFRS17 provides that the insurance contract should be derecognized when, and only when, the contract is extinguished, i.e. when the obligation specified in the insurance contract expires or is discharged or cancelled.
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16 - Other Information
Financial liabilities measured at present value of redemption amount
These consist of financial liabilities originating from agreements to buy out minorities in connection with acquisitions of controlling interests. These items, accounted for in heading “80. Other liabilities” of balance sheet, must be recognized at the present value of the redemption amount.
Derecognition of assets
A financial asset must be derecognized from the balance sheet if, and only if, the contractual rights to the cash flows deriving from it have expired, or if the asset has been transferred in accordance with the circumstances permitted under IFRS9. In such cases Mediobanca checks if the contractual rights to receive the cash flows in respect of the asset have been transferred, or if they have been maintained while a contractual obligation to pay the cash flows to one or more beneficiaries exists. It is necessary to check that all risks and benefits have been substantially transferred, and any right or obligation originated or maintained as a result of the transfer is recorded separately as an asset or liability where appropriate. If Mediobanca retains virtually all risks and benefits, the financial asset must continue to be recorded.
If Mediobanca has neither transferred nor maintained all risks and benefits, but at the same time has retained control of the financial asset, this continues to be recognized up to the residual interest retained in that asset.
The main forms of activity currently carried out by Mediobanca and its subsidiaries which do not require underlying assets to be derecognized are the securitization of receivables, repo trading and securities lending. Conversely, items received as part of deposit bank activity, the return on which is collected in the form of a commission, are not recorded, as the related risks and benefits accrue entirely to the end-investor.
When a financial asset measured at amortized cost is renegotiated, Mediobanca derecognize it only if the renegotiation entails a change of such magnitude that the initial instrument effectively becomes a new one. In such cases, the difference between the original instrument’s carrying value and the fair value of the new instrument is measured through profit or loss, taking due account of any previous write-downs. The new instrument is classified as Stage 1 for the purpose of calculating the expected loss
374 Consolidated Financial Statements as at 31 December 2025
(save in cases where the new instrument is classified as a POCI).
In cases where the renegotiation does not result in substantially different cash flows, Mediobanca does not derecognize the instrument, but the difference between the original carrying value and the estimated cash flows discounted using the original internal rate of return must be measured through profit or loss (taking due account of any provisions already set aside to cover it).
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 375
Leases (IFRS16)
An agreement is classified as a lease 81 (or contains a lease) based on the substance of the agreement at the execution date. An agreement is, or contains, a lease if its performance depends on the use of a specific good (or goods) and confers the right to use such good (goods) – the “Right of Use” (RoU) – for an agreed period of time and in return for payment of a fee (Lease liabilities). This definition of leasing therefore also includes long-term rentals or hires.
Right-of-use assets are recognized among “Tangible assets”, and calculated as the sum of the current value of future payments (which corresponds to the current value of the recognized liability), the initial direct costs, any instalments received in advance or on the effective date of the lease (down payment), any incentives received from the lessor, and estimates of any costs for removing or restoring the asset underlying the lease.
The lease liability, which is booked under “Financial liabilities measured at amortized cost”, is equal to the discounted value of payments due in respect of the lease discounted, as required by the standard, to the marginal financing rate, equal for the Group to the Funds Transfer Pricing rate (FTP) as at the date concerned.
The duration of the lease agreement must not only consider the non-cancellable period established by contract, but also the extension options if their use is considered reasonably certain; in particular, the counterparty’s past behaviour, the existence of corporate plans for the disposal of the leased business and any other circumstances indicative of the reasonable certainty of renewal must be considered when providing for automatic renewal.
After initial recognition, right-of-use assets are amortized over the lease duration and written down as appropriate. The liability will be increased by the interest expense accrued and progressively reduced as a result of the payment of fees; in the event of a change in payments, the liability will be recalculated against the right-of-use asset.
For sub-leases, i.e. when an original lease has been replicated with a counterparty, and there are grounds for classifying it as a finance lease, the liability in respect of the original lease is matched by an amount receivable from the sub-lessee rather than the
81 Leases in which Mediobanca (or its subsidiaries) is a lessor may be divided into finance leases and operating leases. A lease is defined as a finance lease if all risks and benefits typically associated with ownership are transferred to the lessee. Such leases are accounted for by using the financial method, which involves a receivable being booked as an asset for an amount equal to the amount of the lease, after any expired instalments on principal paid by the lessee, and the interest receivable being taken through the income statement.
376 Consolidated Financial Statements as at 31 December 2025
value in use.
Provisions for statutory end-of-service payments and post-retirement schemes
Provisions for statutory end-of-service payment qualify as a defined-contribution retirement plan for units accruing from 1 January 2007 (the date on which the reform of supplemental retirement plans came into force under Legislative Decree No. 252 of 5 December 2005), for cases where the employee opts into a supplemental retirement plan, and also for cases where contributions are paid into the treasury fund held with Istituto Nazionale di Previdenza Sociale (INPS, Italian national social security institution). For such payments, the amount accounted for under labour costs is determined on the basis of the contributions due without using actuarial calculation methods.
Provision for statutory end-of-service payment accrued up to 1 January 2007 qualify as defined benefit retirement plans, and as such will be recorded depending on the actuarial value calculated in line with the projected unit method. Therefore, future payments will be estimated based on past statistical analyses (for example turnover and retirements) and on the demographic curve; these flows will then be discounted according to a market interest rate that takes the market yield of bonds of leading companies as a benchmark taking into account the average residual duration of the liability weighted on the basis of the percentage of the amount paid or advanced for each maturity with respect to the total amount to be paid or advanced until the final settlement of the entire obligation.
Post-retirement plan provisions have been set aside under company agreements and also qualify as defined benefit plans. In this case, the current value of the liability is adjusted by the fair value of any assets to be used under the terms of such plan.
Actuarial gains and/or losses are recorded in the Other Comprehensive Income statement, while the interest component is recognized in the profit and loss account.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 377
Stock Options, Performance Shares and Long-Term Incentives
Stock option, performance share and long-term incentive (LTI) schemes operated on behalf of Group staff members and collaborators are treated as a component of labour costs.
Schemes which involve payment through the award of shares are measured through profit or loss, with a corresponding increase in net equity, based on the fair value of the financial instruments allocated at the award date, thus spreading the cost of the scheme throughout the period of time in which the requirements in terms of service have been met and the performance targets, if any, have been achieved.
The overall cost of the scheme is recorded in each financial year up to the date on which the plan vests, so as to reflect the best possible estimate of the number of shares that will actually vest. Requirements in terms of service and performance targets are not considered in determining the fair value of the instruments awarded, but the probability of such targets being reached is estimated by Mediobanca and this is factored into the decision as to the number of instruments that will vest. Conversely, market conditions will be included in establishing the fair value, whereas conditions unrelated to the requirements in terms of service are considered “non-vesting conditions” and are reflected in the fair value established for the instruments, and result in the full cost of the scheme being recorded in the income statement immediately in the event that no service requirement and/or performance conditions have been met.
In the event of performance or service conditions not being met and the benefit failing to be allocated as a result, the cost of the scheme is written back. However, if any market conditions fail to be reached, the cost must be recorded in full if the other conditions have been met.
In the event of changes to the scheme, the minimum cost to be recorded is the fair value at the scheme award date prior to the change, if the original conditions for vesting have been met. An additional cost, established at the date on which the change is made to the scheme, must be recorded if the change has entailed an increase in the overall fair value of the scheme for the beneficiary.
For schemes which will involve payments in cash upon expiry, Mediobanca and its subsidiaries record an amount payable equal to the fair value of the scheme measured at the award date of the scheme and at every reporting date thereafter, up to and including the settlement date, with any changes recorded as labour costs.
378 Consolidated Financial Statements as at 31 December 2025
The incentive plans provide that, in case of extraordinary events with a significant impact on the consolidated financial/equity performance and/or in the event of a substantial change in the Group's shareholding structure (change of control), they may be reviewed and/or dismissed at the discretion of the Board of Directors, after consulting the Remuneration Committee and any relevant committees.
Own shares
These are deducted from net equity. Any differences between the initial disbursement upon acquisition and the revenues on disposal are also recognized in net equity.
Fees and commissions receivable in respect of services
This heading includes all revenues deriving from the provision of services to customers with the exception of those relating to financial instruments, leases and insurance contracts.
Revenues from contracts with customers are measured through profit or loss when control over the service is transferred to the customer, in an amount that reflects the fee to which Mediobanca and its subsidiaries consider to be entitled in return for the service rendered.
For revenue recognition purposes, Mediobanca analyses the contracts to establish whether they contain more than one obligation to provide services to which the price of the transaction should be allocated. The revenues are then recorded throughout the time horizon over which the service is rendered, using suitable methods to recognize the measurement in which the service is provided. Mediobanca and its subsidiaries also take into consideration the effects of any variable commissions, and whether or not a significant financial component is involved.
In the event of additional costs being incurred to perform or execute the contract, where such costs meet the requirements of IFRS15, Mediobanca and its subsidiaries will assess whether to capitalize them and then amortize them throughout the life of the contract, or to make use of the exemption provided by IFRS15 to expense the costs immediately in cases where their amortization period would be complete within twelve months.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 379
Dividends
Dividends are recognized through profit or loss during the financial year in which their distribution is approved; they concern distributions from equity securities that are not part of affiliated investments and/or joint ventures measured according to the provisions of IAS28.
Cost recognition
Costs are measured through profit or loss in accordance with the revenues to which they refer, except in case their capitalization requirements apply and where provided in order to determine amortized cost. Any other costs which cannot be associated with revenues are accounted for immediately in the profit and loss account.
Related parties
Related parties are defined, inter alia in accordance with IAS24, as follows:
a) individuals or entities which, directly or indirectly, exercise significant influence over the Bank;
b) shareholders with stakes of 3% or more in the Mediobanca’s share capital;
c) legal entities controlled by the Bank;
d) associated companies, joint ventures and entities controlled by the same;
e) key management personnel, that is, individuals with powers and responsibilities, directly or indirectly, for the planning, direction and control of the Parent Company’s activities, including the members of the Board of Directors and Statutory Audit Committee;
f) entities controlled or jointly controlled by one or more of the entities listed under the foregoing letters a), b) and e) and the joint ventures of entities referred to under letter a);
g) close family members of the individuals referred to in letters a) and e) above, that
380 Consolidated Financial Statements as at 31 December 2025
is, individuals who may be expected to influence them or be influenced by them in their relations with Mediobanca (this category includes children, spouses and their children, partners and their children, dependants, spouses’ dependants and their partners’ dependants), as well as any entities controlled, jointly controlled or otherwise associated with such individuals.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 381
A.3 – Information on transfers between financial asset portfolios
A.3.1 Reclassification of financial assets: changes to the business model, book value and interest income
A.3.2 Reclassification of financial assets: changes to the business model, Fair Value and effects on other comprehensive income
A.3.3 Reclassification of financial assets: changes to the business model and effective interest rate
As at 31 December 2025, there were no data to be reported for any of the three sections above.
382 Consolidated Financial Statements as at 31 December 2025
A.4 – Information on Fair Value
QUALITATIVE INFORMATION
Fair Value
In line with the international accounting standards, the Fair Value of financial instruments stated in the financial statements is the so-called exit price, i.e. the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions, regardless of whether such price is directly observable or estimated using another valuation technique (IFRS13, §24).
Fair value, therefore, is “the price that would be received for the sale of an asset or that would be paid for the transfer of a liability in a regular transaction between market operators at the measurement date”.
The Fair Value hierarchy of an instrument is a direct consequence of its value estimation approach: in principle, a financial instrument is considered to be listed on an active market if its price represents its current exchange value in normal, effective and regular market operations.
If the market is not active, the Fair Value of the instrument being estimated is measured by using market prices for similar instruments on active markets (comparable approach) or, in the absence of similar instruments, using a valuation technique that uses market and non-observable information (observable/unobservable inputs).
Mediobanca has laid down precise guidelines regarding three key aspects: independent calculation of Fair Value, conducted by the control units; the adoption of any Fair Value adjustments to consider aspects of uncertainty/liquidity; and classification of financial instruments according to a Fair Value hierarchy based on the level of uncertainty of the valuation. In addition to the book Fair Value, which affects both the balance sheet and the profit and loss account, prudent valuation adjustments should be made in order to calculate prudential requirements.
These guidelines, set out in Policies approved by the Board of Directors and related implementation Directives approved by the competent Committees, were defined in
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 383
compliance with the main international regulations (IFRS13,82 CRR art 105 83 and related updates); the main activities for calculating the exit price of the financial instruments in the portfolio are shown below.84
Fair Value measurement of real properties
Properties used in operations (IAS16) and properties held for investment purposes (IAS40) were measured according to the revalued amount and fair value approaches, respectively. Both of these values were updated in accordance with the requirements of IFRS13 and measured through the appropriate appraisal reports prepared by qualified independent experts. Depending on the value of the individual property, the appraisals were prepared in two different ways:
—"full" appraisals: based on a physical inspection of the properties by the appraiser; or
—“desk top” appraisals based on measurement conducted without a physical inspection of the property and, therefore, based on reference market values.
The valuation methodologies used by the appraiser were in line with the international practice IVS (International Valuation Standards), with the requirements of the Royal Institute of Chartered Surveyors (RICS) of the United Kingdom and complied with IFRS13. The accounting standard, in particular, requires the owner's current use of non-financial assets to meet the highest and best use requirement, unless the market expects a different intended use for the property that would optimize its value. The valuation approach was therefore defined by the expert appraiser based on the current intended use of the properties, assuming it represented the highest and best use, and considering, in limited cases, any alternative uses of the properties where these met market expectations. To determine the value of each property, the appraiser identified the most appropriate method based on the property's characteristics and the relevant market conditions. The methodologies applied by the appraiser included:
82 IFRS13 establishes guidelines for identifying the exit price by using available prices, valuation models and any corrections (FVA) to consider elements of illiquidity/risk which, if not applied, would lead to overestimating the financial instrument, and the need to classify financial instruments according to the level of objectivity in the computation of fair value (FVH).
83 The guiding principles of the IPV and PVA processes are defined in the CRR Directive, Article 105.
84 It should be emphasized that the accuracy and consistency of these guidelines are subject to rigorous supervision by the Audit unit, which verifies the effectiveness and adequacy thereof. Furthermore, a specific internal validation unit has been established, within the Risk Management unit, which focuses on the validation of the quantitative methods used.
384 Consolidated Financial Statements as at 31 December 2025
Discounted Cash Flow Method (DCF); Market Comparison Approach (MCA); and Transformation Method with DCF. In this context, lease payments, sales prices, discount rates, and capitalization rates were all estimated.
Independent Price Verification (IPV)
The Independent Price Verification (IPV) process is preliminary and complementary to the calculation of the Prudent Valuation Adjustment (PVA), as it contributes to the validation of market data and parameters used in measuring fair value and, consequently, in quantifying Additional Valuation Adjustments (AVA). In accordance with the provisions of Regulation (EU) 575/2013, as amended (including CRR3), in particular Article 105 and the Regulatory Technical Standards (RTS) issued by the EBA implementing such Article 105, institutions should ensure that the input data used for the valuation are subject to independent verification and consistent with available market sources.
Specifically, the regulation requires financial institutions to conduct regular independent reviews of mark-to-market or mark-to-model valuations, and to establish and maintain adequate systems and controls to ensure the quality and robustness of their valuation estimates.
The primary objective of IPV is to verify the accuracy and reliability of input data used to measure financial instruments by:
—formalizing control methodologies;
—defining the validation approach of market parameters;
—setting materiality thresholds and acceptability criteria;
—implementing escalation and reporting procedures to control units and Senior Management.
The process applies to all positions measured at fair value in the trading and banking books.
Independent price verification is based on a comparison of market data used for valuation with alternative sources deemed reliable, such as:
—external information providers (e.g., Bloomberg, Refinitiv);
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 385
—indicative quotes provided by primary brokers;
—market consensus data;
—implied parameters derived from comparable instruments.
For each exposure, a verification scope is defined and broken down by asset class and risk factors. Within it, materiality thresholds that trigger the IPV process are applied. In the event of significant discrepancies between prices used and prices verified, an escalation procedure is activated, which may result in revising the assigned fair value or reclassifying the instrument in the fair value hierarchy pursuant to IFRS13. For illiquid or complex financial instruments, the IPV process includes additional controls over input data used in the valuation models to ensure methodological consistency and process transparency.
The IPV process is structured on multiple levels and frequencies, depending on the nature and significance of the positions:
—Daily reviews: on all positions, with reference to actual prices, yield curves, volatility surfaces, and other relevant market parameters;
—Monthly reviews: on selected asset classes, for which market data is available less frequently or through consensus services;
—Annual reviews: on alternative investment funds (Private Equity, Debt, Real Estate), performed through a leading independent third-party firm specializing in NAV valuation of UCITS funds.
The results of the IPV process may impact the accounting presentation of positions and the profit and loss reporting process for the affected portfolios. In particular, the decision to change the valuation source or verification method may result in a reclassification of the instrument in the fair value hierarchy (from Level 2 to Level 3, or vice versa), with implications for disclosure and prudential requirements.
The Independent Price Verification (IPV) process is preliminary and complementary to the calculation of the Prudent Valuation Adjustment (PVA), as it contributes to the validation of market data and parameters used in measuring fair value and, consequently, in quantifying Additional Valuation Adjustments (AVA). In accordance with the provisions of Delegated Regulation (EU) 2016/101, Article 3, and of the Regulatory Technical Standards (RTS) issued by the EBA implementing Article 105 of the CRR, institutions should ensure that the input data used for the valuation are subject to independent verification and consistent with available market sources.
386 Consolidated Financial Statements as at 31 December 2025
The validation process focuses on the asset classes that have a direct impact on the consolidated financial statements, both for proprietary instruments and for guaranteed instruments. In this regard, before proceeding with the analysis of the market parameters, the scope of analysis where to perform the certification is divided into asset classes. However, materiality thresholds (at risk factor level) are established for each exposure above which to apply the calculation described below.
Fair Value Adjustment (FVA)
Fair Value Adjustment (FVA) plays a fundamental role in the valuation of financial instruments, as it ensures that the fair value reflects the price actually realizable in a practical market transaction. The guidelines defined in the Fair Value policy fully reflect the requirements defined by accounting standard IFRS13, according to which the valuation of financial instruments should use the exit price method and allow for corrections to be made to the valuations in specific circumstances.
This fair value approach ensures that the valuations made by Mediobanca and its subsidiaries are based on prices that are realistic and representative of current market conditions, guaranteeing adequate consideration to exit conditions and to the actual possibilities of selling or purchasing the financial instruments being valued. This ensures accurate and reliable financial information to be provided internally and to external stakeholders. Specifically:
—Inputs based on Bid and Ask Prices - §70: when measuring an asset or liability at fair value and having at one’s disposal both a bid and an ask price (as in the case of inputs from a market of operators), the price within the bid-ask spread that best represents fair value in the specific circumstances should be chosen. Bid or ask prices are used in order to align with the closing price.
—Inputs derived from Bid and Ask Prices - §71: the standard does not prohibit the use of average market prices or other pricing conventions commonly used by market participants to measure fair value within the bid-ask spread. However, in the approach being adopted preference is given to bid and ask prices in order to obtain a more precise fair value measurement particularly aligned with a reliable closing price.
Fair value adjustments have an impact on profit or loss and take into account market liquidity, the uncertainties of parameters, the financing costs, and the complexity of the valuation models used in the absence of shared market practices.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 387
The scope of fair value adjustments includes the following categories:
—Market Price Uncertainty (MPU): this consists in uncertainties in valuations based on market quotations;85
—Closed-Out Cost (COC): this indicates uncertainties regarding the liquidity cost that may be incurred in the event of a partial or total sale of an asset measured at fair value;
—Model Risk (MR): adjustments aimed at mitigating the risk of discrepancy with respect to market practice in the valuation of a product in relation to the choice and implementation of the valuation model;
—Concentrated Positions: this reflects uncertainties in the valuation of the exit price for positions classified as concentrated (i.e. positions whose disposal would significantly affect the market price);
—additional investment and financing costs: investment and financing costs may be incurred for own bond issues with an early redemption clause or in the event of early closure of positions in derivative instruments. These costs may vary depending on fluctuations in financing costs.
Credit Value Adjustments (CVA) and Debt Value Adjustments (DVA) are incorporated into the valuation of derivatives to reflect the impact of the counterparty’s credit risk and credit quality. CVA represents a negative amount that takes into account cases where the counterparty could go bankrupt before the Bank, with a positive market value against the counterparty. DVA represents an amount that takes into account the cases in which the Bank could go bankrupt before the counterparty, with an impact for the counterparty. These adjustments are calculated taking into account any risk mitigating arrangements, such as collateral and netting arrangements for each counterparty.
The method used to calculate CVA/DVA is based on the following inputs:
—Expected Positive (EPE) and Expected Negative (ENE) Exposure, derived from simulations, which reflect the positive and negative valuation exposures of derivatives;
85 with regard to corrections to UCITS funds, the FVA process is structured by applying a “Performance Simulation Model”, which uses the Monte-Carlo simulation method: the probability distribution of the discounted NAV of each fund and, consequently, the probability of having to record a discount, is found at maturity. This distribution is used to suggest a range of haircuts to apply to the NAV.
388 Consolidated Financial Statements as at 31 December 2025
—Probability of Default (PD), which may be derived from historical default probabilities or implied in the market prices of Credit Default Swaps or bonds;
—Loss Given Default (LGD) is based on the estimated value of expected recovery in the event of the counterparty’s default, as defined by specific corporate analyses, or recovery rates conventionally used for Credit Default Swap quotations.
Furthermore, the fair value of non-collateralized derivatives may be affected by Mediobanca’s funding costs (Funding Value Adjustment). Therefore, adjustments are made for the different funding costs using a discount curve that represents the average funding level of banks operating in the European corporate derivatives market.
Fair Value Hierarchy (FVH) – Observability and materiality of inputs
The Observability Levelling and Day-one Profit Directive, as specified in IFRS13, requires a hierarchy of levels reflecting the significance of inputs used in the valuations. These inputs, called “valuation inputs,” are the market data used to estimate the fair value of financial instruments. The term “valuation input” refers to the market data used to estimate the fair value of instruments. To estimate the fair value of instruments, valuation techniques that are adequate to the circumstances and for which sufficient data are available are used. Valuation techniques can be based on various approaches:
—market approach, which uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities;
—cost approach (or current replacement method), which reflects the amount that would currently be required to replace an asset’s service capacity;
—income approach, which converts future amounts (e.g. cash flows or revenues and expenses) into a single discounted amount through, for example: present value methods and option pricing models.
These valuation methods may use different types of inputs, which may be observable or unobservable. Prices quoted in active markets are classified as “observable inputs”. In other cases, the information is considered observable when the valuation is based on market information obtained from independent sources or from actual transactions. In accordance with IFRS13, para. B34, some examples of markets from which observable inputs can be derived include the following:
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 389
—exchange markets: in an exchange market, closing prices are both readily available and generally representative of fair value (for example regulated stock markets);
—dealer markets: in a dealer market, dealers stand ready to trade (either buy or sell for their own account), thereby providing liquidity by using their capital to hold an inventory of the items for which they make a market. Typically bid and ask prices (representing the price at which a dealer is willing to buy and the price at which a dealer is willing to sell, respectively) are more readily available than closing prices. Over-the-counter markets (for which prices are publicly reported) are dealer markets. Dealer markets also exist for some other assets and liabilities, including some financial instruments, commodities and physical assets;
—brokered markets: in a brokered market, brokers attempt to match buyers with sellers but do not stand ready to trade for their own account. Brokers do not use their own capital to hold an inventory of the items for which they make a market, but they know the prices bid and asked by the respective parties. Prices of completed transactions are sometimes available. Brokered markets include electronic communication networks, in which buy and sell orders are matched, and commercial and residential real estate markets;
—principal-to-principal markets: in a principal-to-principal market, transactions, both originations and resales, are negotiated independently with no intermediary. Little information about those transactions may be made available publicly.
All cases in which it is not possible to demonstrate the observability of inputs are classified as “unobservable inputs” and, in particular, when the information on which the valuation techniques are based reflects Mediobanca’s judgement formulated using the best information available in such circumstances.
In accordance with IFRS13, para. 67, valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
In more detail, based on their observability and considering additional criteria, inputs can be classified into three different levels.
Level 1 inputs:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A quoted price in an active market provides the most reliable evidence of Fair Value and it is the price to
390 Consolidated Financial Statements as at 31 December 2025
be used preferentially to measure financial assets and liabilities held in the portfolio. If a quoted price recorded on an active market is available, alternative valuation techniques based on quotes for comparable instruments or quantitative models cannot be used and the instrument is classified as a “Level 1 instrument” in its entirety. The objective is to reach a price at which a financial instrument would be traded at the reporting date (without altering the instrument) on an active market considered to be the main one or the most advantageous one for the Bank and to which it has immediate access.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 391
Level 2 inputs:
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include the following:
—quoted prices for similar assets or liabilities in active markets;
—quoted prices for identical or similar assets or liabilities in markets that are not active.
Inputs other than quoted prices that are observable for the asset or liability, for example:
(i) interest rates and yield curves observable at commonly quoted intervals;
(ii) implied volatility;
(iii) credit spread.
Market-corroborated inputs.
Level 2 inputs may require adjustments for example relating to:
—the condition or location of the asset;
—the entity to which inputs refer and their comparability with the asset or liability;
—the volume or level of activity in the markets within which the inputs are observed.
If there is no public quotation on an active market for the price of the financial instrument as a whole, but active markets exist for its components, Fair Value will be calculated by reference to the relevant market prices for those components. In this case, valuation will not be based on active market quotations for the financial instrument in question, but on observable market inputs or through the use of inputs that are not observable but are supported and confirmed by market data. The use of this approach does not exclude the use of a calculation method, or rather, of a pricing model, through which it is possible to establish the correct price of the transaction at the reference date, in an ideal and independent trading environment justified by normal market considerations.
392 Consolidated Financial Statements as at 31 December 2025
Level 3 inputs:
Level 3 inputs are not directly observable inputs that are used to measure the Fair Value in the event that relevant observable inputs are not available, making it possible to estimate a closing price even in situations of low market activity for the asset or liability as at the measurement date. Mediobanca estimates unobservable inputs using the best information available in the circumstances, which could include its own data, considering all information on the assumptions of market participants that is reasonably available. Unlike Level 2 inputs, in this case the inputs must be internally estimated according to quantitative methods, such as the use of historical series and comparable underlying instruments. Both Level 2 and Level 3 inputs may be used for a certain instrument. In this case, the final classification of the instrument is defined by applying the materiality assessment.
There are two stages in the process of setting the levels and observability of inputs. In the first stage, a level is assigned to each input used in the instrument valuation model. Thereafter, in the second stage, the relevance of the various inputs used to determine the materiality of unobservable inputs is verified, thus influencing the overall valuation of the instrument. It should be noted that for some categories of instruments, such as private equity or infrastructure alternative investment funds, a more rigorous classification (fair value level) is automatically applied, since the relevant underlying is not listed on the market. However, for some types of instruments there is an illiquidity discount in the NAV valuation in order to bring the valuation to the exit price.
Materiality is a crucial step in establishing whether unobservable inputs (Level 2 or 3) are meaningful to the entire measurement of the instrument. This materiality analysis also extends to inputs used to calculate any adjustments, such as the Fair Value Adjustment (FVA) or the Credit Value Adjustment (CVA).
In summary, the observability and materiality process ensures that the Fair Value of financial instruments is classified correctly based on the significance of the inputs used, ensuring an adequate valuation of financial assets and liabilities.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 393
Prudent Valuation Adjustment (PVA)
The Prudent Valuation Policy and Directive meet the regulatory requirements of Regulation (EU) 575/2013, as subsequently amended (including CRR3). In particular, Article 34 and Article 105, paragraph 2, solely for prudential purposes and therefore without accounting impacts, require prudential valuation to be performed by applying adjusted inputs in order to capture stressed events.
The objective of prudential valuation is to measure a value that reflects an adequate degree of certainty, taking into account the uncertainty inherent in fair value measurement, particularly in stressed market conditions. The difference between book fair value (exit price) and prudent value is called Additional Valuation Adjustment (AVA). The aggregation of AVAs constitutes the Prudent Valuation Adjustment (PVA), which is deducted directly from the Common Equity Tier 1 (CET1) capital.
The final adjustment is defined by the Regulator by aggregating nine AVAs:
—Market Price Uncertainty (MPU): this is the valuation uncertainty based on market prices, calculated at the level of the exposure being measured;86
—Close-out Costs (CoC): these consist in the uncertainty of the exit price, calculated at the level of the exposure being measured;
—Model Risk (MR): this refers to the valuation uncertainty arising from the uncertainty of the model used and/or from the calibration thereof used by various market participants;
—Unearned Credit Spreads (UCS): these consist in uncertainty in the measurement necessary to include the present value of expected losses in the event of counterparty default on derivative positions;
—Investing and Funding Costs (IFC): these represent the uncertainty of the valuation of funding costs used in the valuation of the exit price in accordance with the applicable accounting standards;
86 In line with the regulations governing Fair Value Adjustments to UCITS funds, where the median of the identified haircut range is used to find the fund correction amount, the maximum value of the identified haircut range is applied on the prudent side.
394 Consolidated Financial Statements as at 31 December 2025
—Concentrated Positions (CP): these refer to the uncertainty of the exit price for positions defined as concentrated;
—Future and Administrative Costs (FAC): these consider administrative costs and future hedging costs over the expected lifetime of the exposures being measured to which a direct exit price has not been applied for CoC AVAs;
—Early Termination (ET): this considers contingent losses arising from non-contractual early terminations of the clients’ trading positions;
—Operational Risk (OR): this considers contingent losses that may be incurred as a result of the operational risks associated with the measurement processes.
This framework applies to all assets and liabilities measured at fair value in the Bank's trading and banking books, as required by IFRS and EBA RTS. However, some types of transactions are excluded or treated differently:
—instruments measured at amortized cost: excluded as they are not subject to fair value;
—instruments whose fair value is exclusively based on observable prices (Level 1): these do not require AVA, given the absence of valuation uncertainty;
—perfectly hedged (back-to-back) transactions: in the presence of zero economic risk, AVA may be negligible;
—non-significant positions: subject to materiality thresholds, particularly for banks adopting the simplified approach.
The corporate Prudent Valuation Policy and Directive, in line with regulatory requirements, ensures a consistent and documented adoption of the framework, also in light of the amendments proposed by the EBA in 2024 to further harmonize the approach among European institutions.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 395
A.4.1 Valuation processes and sensitivity analysis
As required by IFRS13, quantitative information on the significant non-observable inputs used for the assessment of Level 3 instruments is provided below.
Uncertainties of inputs and impact on Fair Value

Non-observable inputs | Quantifying input uncertainty (1 bps change in the associated risk input) | MtM +/- delta(€’000)31/12/25 | MtM +/- delta(€’000)30/6/2025
Implied volatility | For each point on the volatility surface, this is defined as a standard deviation from consensus provided by the independent data provider. For non-contributed underlyings, a proxy is derived from the contributed underlyings. | (16.6) | (12.3)
Equity-equity correlation | For each expiry along the correlation curve, this is defined as a standard deviation from the consensus provided by the independent data provider. For non-contributed underlyings, a proxy is derived from the contributed underlyings. | (0.3) | (8.1)
Credit Spread | For financial guarantees with specific underlyings, credit spread curves are not observable. Proxy curves obtained from underlying prices are used for these instruments. | (0.4) | (0.4)

396 Consolidated Financial Statements as at 31 December 2025
Measurement techniques - Equity - receivables - interest rate - exchange rate products

Product | Measurement technique | Non-observable inputs | Fair value (*) Assets 31/12/2025(€m) | Fair value (*)Liabilities 31/12/2025(€m) | Fair value (*) Assets 30/6/2025(€m) | Fair value (*)Liabilities 30/6/2025(€m)
OTC bond option | Black-Scholes model | Implied volatility 1 | — | — | 0.63 | (0.57)
OTC equity single name options, Variance swap | Black-Scholes model | Implied volatility 1 | — | — | — | (0.41)
OTC equity basket options, best of/ worst of, equity autocallable multi-asset options | Black-Scholes model, local volatility model | Implied volatility Equity-equity correlation 2 | — | (15.08) | 0.29 | (16.43)
Fund Gap Option | Black-Scholes model | Implied volatility 1 | 0.04 | — | 0.02 | —
CDS on Single Names with Recovery Rate 0 | Arbitrage Free Credit Spread Model | Recovery Rate | 0.50 | (3.45) | 1.05 | —
Put options securing the financial yield of pension funds | Black-Scholes model | Projection of future premium flows and death rates of policy holders 3 | 3.88 | (19.54) | 0.49 | (24.24)
Forex barrier option | Black-Scholes model | Uncertainty of valuation model 4 | 0.03 | (0.03) | — | —
Financial Guarantee | Arbitrage Free Credit Spread Model | Credit Spread and Recovery Rate 5 | 1.2 | (3.21) | — | (0.04)

(*)The carrying amount shown above is equal to the full fair value of structures and includes fair value adjustments.
1 Volatility in a financial context is a measurement of how much the price of an underlying instrument may vary over time. The higher the volatility of the underlying instrument, the greater the risk associated with it. In general, long positions in options benefit from increases in volatility, whereas short positions in options lose out from them. For equity derivatives, the implied volatility area may be obtained from the price of the call and put options, as they have regulated markets. The uncertainty of this input is attributable to one of the following scenarios: illiquidity of quoted prices (wide bid/ask spreads, typical of long maturities or moneyness far from the At-The-Money spot), concentration effects and non-observable market data (again when too long maturities or moneyness far from the At-The-Money spot are considered).
2 Equity-equity correlation is a measurement of the correlation between two equity-based underlying instruments. Changes in the correlation levels may impact an instrument’s fair value positively or negatively, depending on the correlation type.
Equity-equity correlations are less observable than volatility, because no correlation products are quoted on any regulated markets. For this reason, correlations are more subject to data uncertainties.
3 The contractual form has been structured as a put option with an original term of between 10 and 30 years, the valuation of which is subject to uncertainty regarding both the estimate of future premiums and the NAV level of the underlying pension funds.
4 Model uncertainty is a measure of the relationship between two or more different valuation models for a derivative. Changes in the valuation models used may impact an instrument’s fair value positively or negatively.
5 The contractual form is structured as a guarantee on specific underlying assets for which there are no observable input parameters
The main factors contributing to transitions between fair value levels include changes in market conditions and refinements in the measurement models and/or the non-observable inputs.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 397
Fair value of an instrument may transition from Level 1 to Level 2 or vice versa mainly as a result of the loss (increase) in significance of the price expressed by the active market of the instrument.
Conversely, transfers from Level 2 to Level 3 or vice versa mainly arise as a result of the loss (increase) in significance of inputs, in particular the predominance of non-observable inputs over observable inputs.
A.4.4 Other information
Mediobanca uses the exception provided under IFRS13, para. 48 from measuring fair value of financial assets and liabilities on a net basis by offsetting market and counterparty credit risks.
Issue of Certificates
Certificates are structured debt financial instruments incorporating an embedded derivative instrument whose interest flows and/or principal repayment (i.e., "payoff") depend on the performance of financial market parameters, with or without leverage.87 The issue of Mediobanca certificates (whose payoff is linked to the performance of shares, stock indices, interest rates, and corporate creditworthiness) primarily met the investors' need for an investment product that offered a higher return than a simple product, typical of a derivative transaction. These products may provide protection for the subscribed amount or a portion thereof, against the performance of the financial inputs to which they are indexed.
Against the issue of a certificate, the bank collects funds, which, in the absence of unforeseeable financial events or the emergence of specific liquidity needs by the subscriber, remain available until the instrument's maturity.
Operations in certificates result in the emergence of a liability classified, consistent with the business model, in the accounting portfolio of "Financial liabilities designated at fair value."88 The derivative embedded in the structure should, in the absence of the fair value option, be separated from the host instrument, given the significant change in the contract's cash flows, resulting in more costly accounting management. In
87 Leveraged certificates are instruments that amplify the gains or losses of an underlying asset (stocks, indices, commodities, etc.), making it possible to increase the payout with reduced capital. Certificates are traded both with fixed leverage, which provide a constant multiplication factor of the underlying's performance for a single trading session only and with a daily restrike, and with dynamic leverage with a barrier (autocallable).
88 Pursuant to IFRS9, paragraphs 4.3.5 and 4.2.2
398 Consolidated Financial Statements as at 31 December 2025
addition, this classification ensures a "natural hedge" against operating hedging derivatives, which are entered into using a "massive" approach with the aim of hedging the overall exposure. A residual portion remained classified in the trading book for those issued before July 2023, which are gradually expiring.
At the same time, for certain types of instruments, particularly products with unguaranteed capital and/or for which the repayment time may depend on the performance of a market input, in order to guarantee the return promised by the certificate, it is necessary to invest the capital raised over a time horizon consistent with the expected duration of the investment product, while minimizing the financial impact of the debt value adjustment applied to the value of the liabilities 89 generated by the asset in question. In the event of early termination of the certificate due to a financial event, which is more likely for equity instruments than for instruments with underlying credit/debit instruments, repayment is guaranteed by the related investment without impacting funding, thanks, among other things, to the hedges implemented on the derivatives embedded in the instrument.
With reference to the recognition criteria for the equity and income statement components of the certificates reported under item "30. Financial liabilities designated at fair value" and related operating hedging instruments, it should be noted that:
—the entire net income related to the issues in question is included in item "110. Net gains (losses) of other financial assets and liabilities measured at fair value through profit or loss: a) financial assets and liabilities designated at fair value.” This item also includes the valuation effects related to fair value measurement resulting from changes in the market inputs to which the certificate is indexed – with the exception of certain cases where it is not necessary to invest the capital in related investments – due to its creditworthiness, the effects of which populate a net equity reserve;
—derivatives operationally linked to financial liabilities measured at fair value are classified under asset item "20. Financial assets measured at fair value through profit or loss: a) Financial assets held for trading" or under liability item "20. Trading financial liabilities”. Unrealized gains and losses, as well as realized effects, including any differences received and paid, are recognized through profit or loss under item "80. Net income (expense) from trading activities."
89 IFRS9 Paragraphs B4.1.33 and B4.1.34 on the joint management of asset and liability portfolios under the Fair Value option and paragraph 5.7.8 on the accounting for the Debt Value Adjustment in order to eliminate accounting mismatches.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 399
QUANTITATIVE INFORMATION
A.4.5 Fair Value hierarchy
A.4.5.1 Assets and liabilities measured at Fair Value on a recurring basis: breakdown by Fair Value hierarchy

|  |  |  |  |  | (€’000)
Financial assets/liabilities measured at fair value | 31 december 2025 | 30 June 2025
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3
1, Financial assets measured at fair value through profit or loss | 13,334,197 | 3,863,943 | 956,438 | 14,106,071 | 3,307,411 | 827,524
a) financial assets held for trading | 12,567,024 | 2,887,696 | 477,743 | 13,001,239 | 2,444,461 | 444,297
b) financial assets designated at fair value | 539,368 | 967,040 | — | 882,836 | 776,612 | —
c) other financial assets mandatorily measured at fair value | 227,805 | 9,207 | 478,695 | 221,996 | 86,338 | 383,227
2, Financial assets measured at fair value through other comprehensive income | 4,909,813 | 109,985 | 109,917 | 5,124,260 | 102,838 | 165,926
3, Hedging derivatives | — | 161,471 | — | — | 329,708 | —
4, Tangible assets | — | — | 872,535 | — | — | 245,131
5, Intangible assets | — | — | — | — | — | —
6, Other assets (1) | 1,375,603 | — | — | 995,642 | — | —
Total | 19,619,613 | 4,135,399 | 1,938,890 | 20,225,973 | 3,739,957 | 1,238,582
1, Financial liabilities held for trading | 5,651,684 | 2,682,752 | 38,518 | 6,033,269 | 2,920,064 | 34,425
2, Financial liabilities designated at fair value | — | 4,938,089 | 617,964 | — | 4,468,634 | 578,037
3, Hedging derivatives | — | 635,963 | — | — | 1,037,377 | —
Total | 5,651,684 | 8,256,804 | 656,482 | 6,033,269 | 8,426,075 | 612,462

(1) EUA listed Certificates - Commodities.
The trading book is mainly concentrated on liquid transactions with a low level of uncertainty. A more complex residual portion remained, but did not undergo significant changes.
Level 3 assets held for trading increased slightly from €444.3m to €477.7m.
As at 31 December 2025, Level 3 liabilities held for trading primarily concerned autocallable basket equity certificates (slight increase from €34.4m to €38.5m).
Financial assets mandatorily measured at fair value, consisting in investments in funds, increased from €383.2m to €478.7m, mainly due to transfers from other levels.
Level 3 financial liabilities measured at fair value increased from €578m to €618m due to net issues (up €103m) partially offset by transfers to other levels (down €70m) involving some multi-asset single-name equity certificates.
400 Consolidated Financial Statements as at 31 December 2025
Financial assets measured at fair value through other comprehensive income (bonds, equities, and SFPs) decreased from €166m to €110m and included the full reimbursement of Equity-like Financial Instruments.
A.4.5.2 Annual changes in financial assets measured at Fair Value on a recurring basis (Level 3)

|  |  |  |  |  |  | (€’000)
| Financial assets measured at fair value through profit or loss | Financial assets measured at fair value through other comprehensive income | Hedging derivatives | Tangible assets | Intangible assets
Total | of which: a) financial assets held for trading | of which: b) financial assets designated at fair value | of which: c) other financial assets mandatorily measured at fair value
1. Opening balance | 827,524 | 444,297 | — | 383,227 | 165,926 | — | 245,131 | —
2. Increases | 306,374 | 180,038 | — | 126,337 | 7,733 | — | 627,404 | —
2.1 Purchases | 191,633 | 172,464 | — | 19,168 | 2,780 | — | — | —
2.2 Profits recognized in: | 31,037 | 4,366 | — | 26,671 | 4,895 | — | 329,571 | —
2.2.1 Profit and loss account | 31,037 | 4,366 | — | 26,671 | 31 | — | 1,000 | —
- of which, capital gains | 19,265 | 4,121 | — | 15,144 | — | — | — | —
2.2.2 Net equity | — | — | — | — | 4,864 | — | 328,571 | —
2.3 Transfers from other levels | 83,489 | 2,992 | — | 80,497 | — | — | — | —
2.4 Other increases | 216 | 216 | — | — | 59 | — | 297,833 | —
3. Decreases | (177,460) | (146,592) | — | (30,868) | (63,742) | — | — | —
3.1 Disposals | (76,798) | (52,215) | — | (24,583) | (54,531) | — | — | —
3.2 Redemptions | (14,327) | (14,327) | — | — | (9,197) | — | — | —
3.3 Losses recognized in: | (38,326) | (32,139) | — | (6,187) | (14) | — | — | —
3.3.1 Profit and loss account | (38,326) | (32,139) | — | (6,187) | — | — | — | —
- of which: capital losses | (31,252) | (31,252) | — | — | — | — | — | —
3.3.2 Net equity | — | — | — | — | (14) | — | — | —
3.4 Transfers to other levels | — | — | — | — | — | — | — | —
3.5 Other decreases | (48,009) | (47,912) | — | (98) | — | — | — | —
4. Closing balance | 956,438 | 477,743 | — | 478,695 | 109,917 | — | 872,535 | —

Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 401
A.4.5.3 Annual changes in liabilities measured at Fair Value on a recurring basis (Level 3)

|  |  | (€’000)
| Financial assets held for trading | Financial assets designated at fair value | Hedging derivatives
1, Opening balance | (34,425) | (578,037) | —
2, Increases | (33,774) | (296,777) | —
2,1 Issues | (7,679) | (285,837) | —
2,2 Losses recognized in: | (2,238) | — | —
2,2,1 Profit and loss account | (2,238) | — | —
- of which, capital losses | (2,238) | — | —
2,2,2 Net equity | — | — | —
2,3 Transfers from other levels | (10,647) | (10,940) | —
2,4 Other increases | (13,210) | — | —
3, Decreases | 29,681 | 256,850 | —
3,1 Redemptions | 18,716 | 183,254 | —
3,2 Buybacks | — | — | —
3,3 Profits recognized in: | 8,292 | 3,933 | —
3,3,1 Profit and loss account | 8,292 | 3,933 | —
- of which: capital gains | 6,773 | — | —
3,3,2 Net equity | — | — | —
3,4 Transfers to other levels | 2,673 | 69,663 | —
3,5 Other decreases | — | — | —
4, Closing balance | (38,518) | (617,964) | —

402 Consolidated Financial Statements as at 31 December 2025
A.4.5.4 Assets and liabilities not measured at Fair Value or measured at Fair Value on a non-recurring basis: breakdown by Fair Value hierarchy

|  |  |  |  |  | (€’000)
Assets/liabilities not measured at fair value or measured at fair value on a non-recurring basis | 31 december 2025 | 30 June2025
Carrying amount | Level 1 | Level 2 | Level 3 | Carrying amount | Level 1 | Level 2 | Level 3
1. Financial assets measured at amortized cost | 71,154,524 | 4,046,219 | 23,295,377 | 44,514,985 | 70,315,458 | 3,508,196 | 24,981,995 | 43,768,067
2. Tangible assets held for investment purposes | — | — | — | — | — | — | — | —
3. Non-current assets and asset groups held for sale | 7,476 | — | — | — | — | — | — | —
Total | 71,162,000 | 4,046,219 | 23,295,377 | 44,514,985 | 70,315,458 | 3,508,196 | 24,981,995 | 43,768,067
1. Financial liabilities measured at amortized cost | 77,683,997 | 1,345,735 | 76,179,651 | 121,207 | 75,183,290 | 1,638,674 | 73,658,516 | 79,036
2. Liabilities associated with assets held for sale | — | — | — | — | — | — | — | —
Total | 77,683,997 | 1,345,735 | 76,179,651 | 121,207 | 75,183,290 | 1,638,674 | 73,658,516 | 79,036

A.5 - Disclosure on “day one profit”
Pursuant to accounting standard IFRS7, paragraph 28, the “Day-one Profit” is understood as the difference between the fair value of a financial instrument at the initial recognition date (transaction price) and the amount estimated at that date using a valuation technique.
According to IFRS9, paragraph B5.1.2A, if the initial fair value is measured using unobservable inputs (level 3 of the fair value hierarchy), the day-one profit cannot be immediately recognized in profit or loss but should be deferred and released over time, depending on the progressive observability of inputs used or depending on the passage of time.
The day-one profit suspension rule applies to financial instruments classified as Level 3, i.e. instruments for which the impact of one or more non-observable inputs on the fair value is considered significant. The day-one profit, calculated after fair value adjustments, is amortized over the expected period for which the input data will remain
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 403
unobservable. The suspension will not apply if the risks generated by the transaction are hedged with a market counterparty (back-to-back), thus eliminating the economic effect of the unobservable parameter.
During the year under review, Mediobanca applied the day-one profit principle to the following types of transaction:
―CLO financial guarantees: transactions in which the Bank purchased specific hedges on CLOs in its portfolio to neutralize credit risk. In the absence of observable and liquid market inputs, profits of €6.2m were suspended to be released pro rata temporis (€5.6m as at 30 June 2025) after increases on new operations of €2.3m and releases of €1.7m, on a notional amount of approximately €326m (€258m as at 30 June 2025) due to the entry of 10 operations.
―Certificates with underlying equity and credit strategies: approximately €5.2m in gains related to the issuance of former autocallable equity certificates with a nominal amount of €360.5m (respectively, €4.2m and €406m at 30 June 2025) and €1.9m in gains on callable credit-linked certificates with an issued notional amount of approximately €118.6m (respectively, €1.2m and €50m) were suspended.90
90 The DOP is released upon maturity of the issue or due to early repayment or due to a transition from level 3 to level 2 (in the latter case, the transition to level 2 should be confirmed in three consecutive monthly surveys).
404 Consolidated Financial Statements as at 31 December 2025
Part B - Information on the Consolidated Balance Sheet (*)
Assets
SECTION 1
Heading 10: Cash and cash equivalents
1.1 Cash and cash equivalents: breakdown

| Total | Total
| 31 December 2025 | 30 June 2025
a) Cash | 113,967 | 121,703
b) Current accounts and demand deposits with Central Banks | 740,174 | 180,506
b) Current accounts and demand deposits with banks | 819,473 | 731,526
Total | 1,673,614 | 1,033,735

(*) Figures in €’000.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 405
SECTION 2
Heading 20: Financial assets measured at fair value(**) through profit or loss
2.1 Financial assets held for trading: product breakdown

Items/Values | Total | Total
31 December 2025 | 30 June 2025
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3
A. Cash assets |  |  |  |  |  |
1. Debt securities | 6,484,969 | 841,637 | 430,068 | 7,919,062 | 424,524 | 363,035
1.1 Structured securities | 10,474 | 17,853 | 229,493 | 30,108 | 5,845 | 155,883
1.2 Other debt securities | 6,474,495 | 823,784 | 200,575 | 7,888,954 | 418,679 | 207,152
2. Equity securities (1) | 5,504,783 | 42,441 | 308 | 4,217,223 | — | 73,005
3. UCIT units | 109,268 | — | 5,052 | 153,026 | — | 4,836
4. Loans | — | — | 36,839 | — | — | —
4.1 Reverse Repos | — | — | — | — | — | —
4.2 Other(2) | — | — | 36,839 | — | — | —
Total (A) | 12,099,020 | 884,078 | 472,267 | 12,289,311 | 424,524 | 440,876
B. Derivative instruments |  |  |  |  |  |
1. Financial derivatives | 468,004 | 1,822,296 | 3,955 | 711,928 | 1,829,648 | 1,730
1.1 trading | 468,004 | 1,772,678 | 3,955 | 711,928 | 1,829,648 | 1,730
1.2 related to the fair value option | — | — | — | — | — | —
1.3 other | — | 49,618 | — | — | — | —
2. Credit derivatives | — | 181,322 | 1,521 | — | 190,289 | 1,691
2.1 trading | — | 181,322 | 1,521 | — | 190,289 | 1,691
2.2 related to the fair value option | — | — | — | — | — | —
2.3 other | — | — | — | — | — | —
Total (B) | 468,004 | 2,003,618 | 5,476 | 711,928 | 2,019,937 | 3,421
Total (A+B) | 12,567,024 | 2,887,696 | 477,743 | 13,001,239 | 2,444,461 | 444,297

(1) Equities include shares committed in securities lending transactions totalling €2,764,733 at 31 December 2025 and €2,398,018 at 30 June 2025.
(2) As at 31 December 2025, there were underwriting positions in place intended for syndication.
(**) For the criteria used to determine fair value and the classification of financial instruments in the three fair value ranking levels, see Part A – Accounting Policies.
406 Consolidated Financial Statements as at 31 December 2025
2.2 Financial assets held for trading: by borrower/issuer

Items/Values | 31 December 2025 | 30 June 2025
A. Cash assets |  |
1. Debt securities | 7,756,674 | 8,706,622
a) Central Banks | — | —
b) Public administrations | 6,203,817 | 7,125,458
c) Banks | 785,253 | 985,496
d) Other financial companies | 640,650 | 490,571
of which: insurance companies | 14 | 15
e) Non-financial companies | 126,954 | 105,097
2. Equity securities | 5,547,532 | 4,290,228
a) Banks | 702,610 | 873,296
b) Other financial companies | 1,571,503 | 1,078,847
of which: insurance companies | 205,537 | 183,269
c) Non-financial companies | 3,273,419 | 2,338,085
d) Other issuers | — | —
3. UCIT units | 114,320 | 157,862
4. Loans | 36,839 | —
a) Central Banks | — | —
b) Public administrations | — | —
c) Banks | — | —
d) Other financial companies (1) | 36,839 | —
of which: insurance companies | — | —
e) Non-financial companies | — | —
f) Households | — | —
Total (A) | 13,455,365 | 13,154,712
B. Derivative instruments |  |
a) Central Counterparties | 200,990 | 89,859
b) Other | 2,276,108 | 2,645,426
Total (B) | 2,477,098 | 2,735,285
Total (A+B) | 15,932,463 | 15,889,997

(1) As at 31 December 2025, there were underwriting positions in place intended for syndication.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 407
2.3 Financial assets designated at fair value: product breakdown (*)

Items/Values | Total | Total
31 December 2025 | 30 June 2025
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3
1. Debt securities (1) | 539,368 | 365,588 | — | 882,836 | 166,134 | —
1.1 Structured securities | — | — | — | — | — | —
1.2 Other debt securities | 539,368 | 365,588 | — | 882,836 | 166,134 | —
2. Loans | — | 601,452 | — | — | 610,478 | —
2.1 Structured | — | — | — | — | — | —
2.2 Other | — | 601,452 | — | — | 610,478 | —
Total | 539,368 | 967,040 | — | 882,836 | 776,612 | —

(*) For the criteria used to determine fair value and the classification of financial instruments in the three fair value ranking levels, see Part A – Accounting Policies.
(1) These offset Fair Value Option liabilities.
2.4 Financial assets designated at fair value: by borrower/issuer

Items/Values | 31 December 2025 | 30 June 2025
1. Debt securities (1) | 904,956 | 1,048,970
a) Central Banks | — | —
b) Public administrations | 14,456 | 185,359
c) Banks | 796,490 | 713,737
d) Other financial companies | 94,010 | 132,019
of which: insurance companies | 3,658 | —
e) Non-financial companies | — | 17,855
2. Loans | 601,452 | 610,478
a) Central Banks | — | —
b) Public administrations | — | —
c) Banks | — | —
d) Other financial companies | 601,452 | 610,478
of which: insurance companies | 601,452 | 610,478
e) Non-financial companies | — | —
f) Households | — | —
Total | 1,506,408 | 1,659,448

(1) These offset Fair Value Option liabilities.
408 Consolidated Financial Statements as at 31 December 2025
2.5 Other financial assets mandatorily measured at fair value(*): product breakdown

Items/Values | 31 December 2025 | 30 June 2025
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3
1. Debt securities | — | — | — | — | — | —
1.1 Structured securities | — | — | — | — | — | —
1.2 Other debt securities | — | — | — | — | — | —
2. Equity securities | — | — | 5,411 | — | — | 9,632
3. UCIT units | 227,805 | 1,577 | 473,284 | 221,996 | 82,086 | 373,595
4. Loans | — | 7,630 | — | — | 4,252 | —
4.1 Reverse Repos | — | — | — | — | — | —
4.2 Other | — | 7,630 | — | — | 4,252 | —
Total | 227,805 | 9,207 | 478,695 | 221,996 | 86,338 | 383,227

(*) For the criteria used to determine fair value and the classification of financial instruments in the three fair value ranking levels, see Part A – Accounting Policies.
2.6 Other financial assets mandatorily measured at fair value: by borrower/issuer

Items/Values | 31 December 2025 | 30 June 2025
1. Equity securities | 5,411 | 9,632
of which: banks | — | —
of which: other financial companies | 5,411 | 9,632
of which: non-financial companies | — | —
2. Debt securities | — | —
a) Central Banks | — | —
b) Public administrations | — | —
c) Banks | — | —
d) Other financial companies | — | —
of which: insurance companies | — | —
e) Non-financial companies | — | —
3. UCIT units | 702,666 | 677,677
4. Loans | 7,630 | 4,252
a) Central Banks | — | —
b) Public administrations | — | —
c) Banks | — | —
d) Other financial companies | 7,630 | 4,252
of which: insurance companies | 7,630 | 4,252
e) Non-financial companies | — | —
f) Households | — | —
Total | 715,707 | 691,561

Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 409
SECTION 3
Heading 30: Financial assets measured at fair value(*) through other comprehensive income
3.1 Financial assets measured at fair value through other comprehensive income: product breakdown (*)

Items/Values | 31 December 2025 | 30 June 2025
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3
1. Debt securities | 4,773,724 | 109,423 | 32,579 | 4,992,497 | 102,838 | 41,701
1.1 Structured securities | — | — | — | — | — | —
1.2 Other debt securities | 4,773,724 | 109,423 | 32,579 | 4,992,497 | 102,838 | 41,701
2. Equity securities | 136,089 | 562 | 77,338 | 131,763 | — | 124,225
3. Loans | — | — | — | — | — | —
Total | 4,909,813 | 109,985 | 109,917 | 5,124,260 | 102,838 | 165,926

(*) For the criteria used to determine fair value and the classification of financial instruments in the three fair value ranking levels, see Part A – Accounting Policies.
410 Consolidated Financial Statements as at 31 December 2025
3.2 Financial assets measured at fair value through other comprehensive income: by borrower/issuer

Items/Values | 31 December 2025 | 30 June 2025
1. Debt securities | 4,915,726 | 5,137,036
a) Central Banks | — | —
b) Public administrations | 4,183,505 | 4,323,537
c) Banks | 400,766 | 466,105
d) Other financial companies | 127,412 | 120,262
of which: insurance companies | 29,294 | 29,290
e) Non-financial companies | 204,043 | 227,132
2. Equity securities | 213,989 | 255,988
a) Banks | 111 | 111
b) Other issuers: | 213,878 | 255,877
- other financial companies | 51,686 | 46,054
of which: insurance companies | — | —
- non-financial companies | 162,192 | 209,823
- other | — | —
3. Loans | — | —
a) Central Banks | — | —
b) Public administrations | — | —
c) Banks | — | —
d) Other financial companies | — | —
of which: insurance companies | — | —
e) Non-financial companies | — | —
f) Households | — | —
Total | 5,129,715 | 5,393,024

Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 411
3.3 Financial assets measured at fair value through other comprehensive income: gross value and overall value adjustments

|  | Gross value | Overall value adjustments |
|  | Stage 1 | Which includes: Low credit risk instruments (*) | Stage 2 | Stage 3 | Purchased or originated credit impaired assets | Stage 1 | Stage 2 | Stage 3 | Purchased or originated credit impaired assets | Overall partial write-offs
Debt securities | 4,917,494 | 83,248 | — | — | — | 1,768 | — | — | — | —
Loans | — | — | — | — | — | — | — | — | — | —
Total | 31 December 2025 | 4,917,494 | 83,248 | — | — | — | 1,768 | — | — | — | —
Total | 30 June 2025 | 5,139,213 | 50,951 | — | — | — | 2,177 | — | — | — | —

(*) As required by Bank of Italy circular no. 262, starting from its fifth amendment, the column headed “of which” must show the gross value of the low credit risk instruments as defined by IFRS9, paras. B5.5.29. For Mediobanca, the concept of “low credit risk” is equivalent to that of rating, hence low credit risk applies to the case of counterparties rated as investment grade.
412 Consolidated Financial Statements as at 31 December 2025
SECTION 4
Heading 40: Financial assets measured at amortized cost
4.1 Financial assets measured at amortized cost: product breakdown of amounts due from banks

Transaction Type/Values | Total | Total
31 December 2025 | 30 June 2025
Carrying amount | Fair value (*) | Carrying amount | Fair value (*)
Stages 1 and 2 | Stage 3 | Purchased or originated credit impaired assets | L1 | L2 | L3 | Stages 1 and 2 | Stage 3 | Purchased or originated credit impaired assets | L1 | L2 | L3
A. Due from Central Banks | 449,009 | — | — | — | 449,009 | — | 433,920 | — | — | — | 433,920 | —
1. Term deposits | 100,000 | — | — | X | X | X | 99,989 | — | — | X | X | X
2. Compulsory reserves | 349,009 | — | — | X | X | X | 333,931 | — | — | X | X | X
3. Reverse Repos | — | — | — | X | X | X | — | — | — | X | X | X
4. Other | — | — | — | X | X | X | — | — | — | X | X | X
B. Due from banks | 5,289,721 | — | — | 54,163 | 5,272,455 | 34,613 | 4,698,320 | — | — | 73,644 | 4,637,640 | 47,193
1. Loans | 5,235,851 | — | — | — | 5,272,423 | 34,612 | 4,624,492 | — | — | — | 4,637,640 | 47,193
1.1 Current accounts | — | — | — | X | X | X | — | — | — | X | X | X
1.2. Term deposits | 109,984 | — | — | X | X | X | 153,774 | — | — | X | X | X
1.3. Other loans: | 5,125,867 | — | — | X | X | X | 4,470,718 | — | — | X | X | X
- Reverse Repos | 2,849,193 | — | — | X | X | X | 2,205,077 | — | — | X | X | X
- Finance leases | 413 | — | — | X | X | X | 62 | — | — | X | X | X
- Other | 2,276,261 | — | — | X | X | X | 2,265,579 | — | — | X | X | X
2. Debt securities | 53,870 | — | — | 54,163 | 32 | 1 | 73,828 | — | — | 73,644 | — | —
2.1 Structured securities | — | — | — | — | — | — | — | — | — | — | — | —
2.2 Other debt securities | 53,870 | — | — | 54,163 | 32 | 1 | 73,828 | — | — | 73,644 | — | —
Total | 5,738,730 | — | — | 54,163 | 5,721,464 | 34,613 | 5,132,240 | — | — | 73,644 | 5,071,560 | 47,193

(*) For the criteria used to determine fair value and the classification of financial instruments in the three fair value ranking levels, see Part A – Accounting Policies.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 413
4.2 Financial assets measured at amortized cost: product breakdown of amounts due from customers

Transaction Type/Values | Total | Total
31 December 2025 | 30 June 2025
Carrying amount | Fair value (*) | Carrying amount | Fair value (*)
Stages 1 and 2 | Stage 3 | Purchased or originated credit impaired assets (1) | L1 | L2 | L3 | Stages 1 and 2 | Stage 3 | Purchased or originated credit impaired assets (1) | L1 | L2 | L3
1. Loans | 58,424,397 | 387,389 | 190,072 | — | 16,129,397 | 43,366,336 | 59,198,494 | 384,464 | 189,624 | — | 18,576,290 | 43,002,595
1.1. Current accounts | 2,922,661 | 57 | — | X | X | X | 2,887,045 | 36 | — | X | X | X
1.2. Reverse Repos | 4,101,103 | — | — | X | X | X | 6,427,908 | — | — | X | X | X
1.3. Mortgages | 29,706,352 | 57,973 | — | X | X | X | 29,029,863 | 64,003 | — | X | X | X
1.4. Credit cards, personal loans and salary-backed finance | 10,639,188 | 206,065 | 189,537 | X | X | X | 10,165,221 | 210,012 | 189,150 | X | X | X
1.5 Finance leases | 1,055,676 | 11,259 | — | X | X | X | 1,048,257 | 12,003 | — | X | X | X
1.6. Factoring | 2,799,141 | 7,956 | — | X | X | X | 2,507,566 | 5,636 | — | X | X | X
1.7. Other loans | 7,200,276 | 104,079 | 535 | X | X | X | 7,132,634 | 92,774 | 474 | X | X | X
2. Debt securities | 6,412,093 | 1,842 | — | 3,992,056 | 1,444,516 | 1,114,036 | 5,410,636 | — | — | 3,434,552 | 1,334,145 | 718,279
2.1. Structured securities | — | — | — | — | — | — | — | — | — | — | — | —
2.2. Other debt securities | 6,412,093 | 1,842 | — | 3,992,056 | 1,444,516 | 1,114,036 | 5,410,636 | — | — | 3,434,552 | 1,334,145 | 718,279
Total | 64,836,490 | 389,231 | 190,072 | 3,992,056 | 17,573,913 | 44,480,372 | 64,609,130 | 384,464 | 189,624 | 3,434,552 | 19,910,435 | 43,720,874

(*) For the criteria used to determine fair value and the classification of financial instruments in the three fair value ranking levels, see Part A – Accounting Policies.
(1) These concern forborne non-performing consumer credit, as further explained in Part E - Information on risks and related hedging policies - Section 1 Credit Quality.
414 Consolidated Financial Statements as at 31 December 2025
4.3 Financial assets measured at amortized cost: by borrower/issuer of amounts due from customers

Transaction Type/Values | Total | Total
31 December 2025 | 30 June 2025
Stages 1 and 2 | Stage 3 | Purchased or originated credit impaired assets | Stages 1 and 2 | Stage 3 | Purchased or originated credit impaired assets
1. Debt securities | 6,412,093 | 1,842 | — | 5,410,636 | — | —
a) Public administrations | 4,135,930 | — | — | 3,620,297 | — | —
b) Other financial companies | 2,079,661 | 1,842 | — | 1,613,856 | — | —
of which: insurance companies | 198,409 | — | — | 193,977 | — | —
c) Non-financial companies | 196,502 | — | — | 176,483 | — | —
2. Loans to: | 58,424,397 | 387,389 | 190,072 | 59,198,494 | 384,464 | 189,624
a) Public administrations | 409,123 | 795 | 125 | 291,315 | 1,045 | 116
b) Other financial companies | 9,687,139 | 61 | — | 12,284,446 | 58 | —
of which: insurance companies | 284,080 | — | — | 685,045 | — | —
c) Non-financial companies | 17,504,261 | 65,031 | 409 | 16,492,037 | 63,667 | 354
d) Households | 30,823,874 | 321,502 | 189,538 | 30,130,696 | 319,694 | 189,154
Total | 64,836,490 | 389,231 | 190,072 | 64,609,130 | 384,464 | 189,624

4.4 Financial assets measured at amortized cost: gross value and overall value adjustments
Gross value
Overall value adjustments
Stage 1
Which includes: Low credit risk instruments
Stage 2
Stage 3
Purchase d or originated credit impaired assets (*)
Stage 1
Stage 2
Stage 3
Purchase d or originated credit impaired assets
Overall partial write-offs
Debt securities
6,462,072
84,517
5,459
10,765
—
1,546
22
8,923
—
—
Loans
62,374,843
674,068
2,325,091
1,005,718
282,052
304,956
285,721
618,329
91,979
257,573
Total at 31 December 2025
68,836,915
758,585
2,330,550
1,016,483
282,052
306,502
285,743
627,252
91,979
257,573
Total at 30 June 2025
67,909,699
252,244
2,436,200
1,015,802
283,205
305,349
299,180
631,338
93,579
—
(*) Entirely attributable to Compass Banca.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 415
SECTION 5
Heading 50: Hedging derivatives
5.1 Hedging derivatives: by hedge type and level

| Fair value | Notional value 31 December 2025 | Fair value | Notional value 30 June 2025
| 31 December 2025 | 30 June 2025
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3
A. Financial derivatives |  |  |  |  |  |  |  |
1. Fair value | — | 159,053 | — | 12,906,465 | — | 328,549 | — | 27,610,141
2. Cash flows | — | 2,418 | — | 4,510,000 | — | 1,159 | — | 50,000
3. Foreign investments | — | — | — | — | — | — | — | —
B. Credit derivatives |  |  |  |  |  |  |  |
1. Fair value | — | — | — | — | — | — | — | —
2. Cash flows | — | — | — | — | — | — | — | —
Total | — | 161,471 | — | 17,416,465 | — | 329,708 | — | 27,660,141

416 Consolidated Financial Statements as at 31 December 2025
5.2 Hedging derivatives: by portfolio hedged and hedge type

Transaction / Type of hedge | Fair value | Cash flows | Foreign investments
Specific | Generic | Specific | Generic
debt securities and interest rates | equity securities and stock indexes | currencies and gold | credit | commodities | other
1. Financial assets measured at fair value through other comprehensive income | 81,870 | — | — | — | X | X | X | 2,418 | X | X
2. Financial assets measured at amortized cost | 25,719 | X | — | — | X | X | X | — | X | X
3. Portfolio | X | X | X | X | X | X | — | X | — | X
4. Other transactions | — | — | — | — | — | — | X | — | X | —
Total assets | 107,589 | — | — | — | — | — | — | 2,418 | — | —
1. Financial liabilities | 4,476 | X | — | — | — | — | X | — | X | X
2. Portfolio | X | X | X | X | X | X | — | X | — | X
Total liabilities | 4,476 | — | — | — | — | — | — | — | — |
1. Expected transactions | X | X | X | X | X | X | X | — | X | X
2. Financial assets and liabilities portfolio | X | X | X | X | X | X | 46,988 | X | — | —

Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 417
SECTION 6
Heading 60: Value adjustment to generic hedging of financial assets
6.1 Value adjustments to hedged assets: by hedged portfolio
Value adjustments to hedged assets / Values
31/12/2025
30/6/2025
1. Increase
—
—
1.1 in specific portfolios:
—
—
a) financial assets measured at amortized cost
—
—
b) financial assets measured at fair value through other comprehensive income
—
—
1.2 overall
—
—
2. Decrease
(29,712)
—
2.1 in specific portfolios:
—
—
a) financial assets measured at amortized cost
—
—
b) financial assets measured at fair value through other comprehensive income
—
—
2.2 overall
(29,712)
—
Total
(29,712)
—
SECTION 7
Heading 70: Equity investments
7.1 Equity investments: disclosure on relationships

Company Name | Registered office | Operating office | Type of relationship | Ownership | Votes available in %
Controlling entity | % sharehold ing
A. Entities under significant influence |  |  |  |  |  |
1. Assicurazioni Generali S.p.A. | Trieste | Trieste | 2 | Mediobanca S.p.A. | 13.19 | 13.55
2. Istituto Europeo di Oncologia S.r.l. | Milan | Milan | 2 | Mediobanca S.p.A. | 25.37 | 25.37
3. CLI Holdings II Ltd | London | London | 2 | Mediobanca S.p.A. | 18.95 | 18.95
4. Finanziaria Gruppo Bisazza S.r.l. | Montecchio Maggiore (VI) | Montecchio Maggiore (VI) | 2 | Mediobanca S.p.A. | 22.67 | 22.67
5. MB Speedup | London | London | 1 | Mediobanca S.p.A. | 50 | 50

Legend:
(1) Joint control.
(2) Subject to significant influence.
(3) Exclusively controlled and not consolidated.
418 Consolidated Financial Statements as at 31 December 2025
Table 7.1 provides the following information for each affiliated company: business name; registered office; investment; shareholding calculated as a percentage of the share capital issued by the affiliate or joint venture; and availability of votes calculated as a percentage of the actual voting shares, i.e. not including the affiliate’s treasury shares in the denominator. The latter is the percentage used for the purposes of consolidation by the Equity method.
It should be noted that any temporary transactions (such as securities lending transactions, repurchase agreements, etc.) involving shares in the affiliate are not considered for purposes of determining the consolidation percentage.
The criteria and methods for establishing the area of consolidation are illustrated in “Section 3 – Part A – Accounting Policies”, to which reference is made.
All the equity investments have been measured using the Equity method, as required by the reference accounting standard (IAS28 and IFRS11), which includes treasury shares owned in the calculation, plus the value of any shares in Mediobanca owned by the investee company. Dividends collected are not taken through the income statement but are deducted from the investee company’s book value.
7.2 Significant investments: book values, fair values and dividends received

Company Name | Carrying amount | Fair value (*) | Dividend received (**)
A. Entities under significant influence |  |  |
1. Assicurazioni Generali S.p.A. | 4,157,934 | 7,305,214 | —
2. Istituto Europeo di Oncologia S.r.l. | 38,599 | n.a. | n.a.
3. CLI Holdings II Ltd | 28,819 | n.a. | 4,564
4. Finanziaria Gruppo Bisazza S.r.l. | 5,285 | n.a. | —
5. MB SpeedUp Ltd | 4,414 | n.a. | n.a.
Total (1) | 4,235,051 | 0.0 |

(1) The amount stated here differs from that represented in the balance sheet for other investments, which are minor in terms of both percentage share owned and amount (€163,000).(*) Available only for listed Companies.(**) Dividends collected in the course of the financial year have been deducted from the book value of the investment (as described in Part A – Accounting Policies of the Notes to the Accounts).
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 419
At 31 December, the book value of the item “Equity investments” amounted to €4,235m.
The stake in Assicurazioni Generali remained steady at 13.19%; when calculated on outstanding shares, the economic interest stood at 13.55% (13.52% as at 30 June last). As at 31 December 2025, the book value - calculated on the Company's figures as at 30 September 2025 - stood at €4,157.9m (€3,906.8m as at 30 June 2025) after profits of €272.7m and negative equity changes of €21.5m.
Regarding other equity investments: IEO (25.37%) remained steady at €38.6m, recording a slight loss (€0.2m); Finanziaria Gruppo Bisazza S.r.l. (22.67%) stood at €5.3m (€5.7m); CLI Holdings II Limited decreases from €35.1m to €28.8m after the collection of dividends (€4.6m) and profits for the period (€0.6m); finally, MBSpeedUp stood at €4.4m.
Impairment test on equity investment
The value of equity investments has been tested for impairment as required by the accounting standards used (IAS28, IAS36, IFRS10 and IFRS11), in order to ascertain whether there is objective evidence to suggest that the initial recognition value of the investment might not be recovered in full.
The process involves ascertaining whether there are any indicators of impairment and quantifying the amount of the adjustment, if any. Impairment indicators may be split into two main types of category:
—Quantitative indicators: market capitalisation lower than the company's book value of equity, in the case of securities listed on active markets;
—Qualitative indicators: manifested financial difficulties, reporting negative earnings results or results which are significantly behind budget objectives or targets set in long-term business plans disclosed to the market, announcement and/or launch of composition procedures or restructuring plans, deterioration in ratings (especially if below investment grade).
420 Consolidated Financial Statements as at 31 December 2025
IAS28, paragraph 41A, stipulates that:
⎯impairment losses are incurred for an asset if the book value is higher than the recoverable amount, defined under IAS36 as the higher between the asset’s fair value (less costs of disposal) and its value in use;
⎯to measure fair value (governed by IFRS13), reference must be made to:
—stock market prices, if the investee company is listed on an active market;
—valuation models generally recognized by the market, including market multiples for transactions, especially if deemed significant;
⎯to measure value in use (as governed by IAS28paragraph 42), the methodologies are either:
—the discounted value of cash flows generated by the investee company, both as cash flows generated from the company’s assets and as income deriving from the disposal of the same assets; or
—the discounted value of cash flows that may be assumed to derive from dividends and from the eventual sale of the investment.
For more information on the parameters used to calculate the value in use, refer to the considerations made on impairment testing for goodwill contained in the dedicated section of the Notes to the Consolidated Accounts.
* * *
Accounting data for the investee companies is shown below taken from the respective financial statements as at 31 December 2024, the most recent available.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 421
7.3 Significant investments: accounting data

|  |  |  | (€m)
Company Name | Entities under significant influence
Assicurazioni Generali S.p.A. | Istituto Europeo di Oncologia S.r.l. | CLI Holdings II Ltd
Cash and cash equivalents | X | X | X
Financial assets | 491,939 | 72 | 184
Non-financial assets | 44,307 | 293 | 23
Financial liabilities | 45,710 | 100 | 17
Non-financial liabilities | 459,842 | 112 | 23
Total revenues | 28,596 | 437 | 42
Profit (loss) on ordinary operations before taxes | 6,041 | 8 | 1
Profit (loss) on ordinary operations after taxes | 4,167 | 5 | 1
Profit (loss) on held-for-sale assets after taxes | — | — | —
Profit (loss) for the period (1) | 4,167 | 5 | 1
Other profit (loss) components after taxes (2) | (276) | — | —
Comprehensive income (3) = (1) + (2) | 3,891 | 5 | 1

422 Consolidated Financial Statements as at 31 December 2025
7.4 Non-significant investments (*): accounting data

|  |  | (€’000)
Company Name | Entities under significant influence
Finanziaria Gruppo Bisazza S.r.l. | MB Speed Up
Book value of investments | 5,285 | 4,414
Total assets | 34,168 | 4,414
Total liabilities | 6,961 | —
Total revenues |  |
Profit (loss) on ordinary operations after taxes | (748) | —
Profit (loss) on operations after taxes | — | —
Profit (loss) for the period (1) | (748) | —
Other profit (loss) components after taxes (2) | — | —
Comprehensive income (3) = (1) + (2) | (748) | —

(*) Investments with a book value of less than €10m at the reporting date were considered not significant.
As at 31 December 2025, there were no differences between the investee's pro-rata share of Equity and consolidated book value. The table below shows a reconciliation between the book value of the investments and the data used for valuation purposes.

|  |  |  |  |  |  | (€m)
Companies under significant influence | Aggregate equity | Pro rata equity | Differences arising upon consolidation | Consolidated carrying amount
Assicurazioni Generali S.p.A. | 30,693.6 |  | 4,157.9 |  | — |  | 4,157.9
Istituto Europeo di Oncologia S.r.l. | 152.1 | (1) | 38.6 |  | — |  | 38.6
CLI Holdings II Ltd | 166.6 |  | 28.8 | (2) | — |  | 28.8
Finanziaria Gruppo Bisazza S.r.l. | 23.3 |  | 5.3 |  | — |  | 5.3
MB Speed Up | 4.4 |  | 4.4 |  | — |  | 4.4

(1) Equity as at 30 September 2025 of €147.1m (pro rata: €37.3m) was adjusted to reflect the property asset revaluations after depreciation and amortization charges accruing (pro rata: €2.2m).
(2) Total equity includes the dividends paid in October last year (€2.7m).
For the nature of the relationships, please refer to section 7.1 above.
As at 31 December, the market value of the Assicurazioni Generali investment was €7,305.2m (€35.75 per share), higher than its book value (€4,157.9m, €20.35 per share). In line with previous financial years, the value in use of the investment was
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 423
calculated in any case, resulting well above its carrying value, and aligned to the maximum target price estimated by analysts (€34.8 per share).
Regarding Istituto Europeo di Oncologia, this investment has a book value in line with the entity’s net asset value adjusted to reflect the property values being realigned to their market values at acquisition. As at 31 December 2025, there was no (internal or external) evidence that could lead to a review of such higher value.
The equity investments in CLI Holdings II and Finanziaria Gruppo Bisazza (whose book value is the pro-rata share of their Equity) do not show critical issues such as to require proceeding with an impairment test.
424 Consolidated Financial Statements as at 31 December 2025
7.5 Equity investments: changes during the period

| 31 December 2025 | 30 June 2025
A. Balance at start of period | 3,988,826 | 3,789,216
B. Increases | 275,691 | 511,658
B.1 Purchases | 2,400 | 2,400
B.2 Writebacks | — | —
B.3 Write-ups | — | —
B.4 Other changes | 273,291 | 509,258
C. Decreases | 29,303 | 312,048
C.1 Sales | — | —
C.2 Writebacks | — | —
C.3 Write-downs | — | —
C.4 Other changes | 29,303 | 312,048
D. Balance at end of period | 4,235,214 | 3,988,826
E. Total revaluations | — | —
F. Total adjustments | 733,478 | 733,478

Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 425
SECTION 9
Heading 90: Property, plant and equipment
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. Furthermore, after the transition to the new valuation method, a detailed review of the real estate assets held for business and investment purposes was conducted, based on their actual intended use. Such review required the need to implement certain transfers from the operating to the investment segment and vice versa, effective 1 July 2025. The changes are reported in line “A.1.a Opening balance adjustment”of the following tables 9.6 and 9.7.
9.1 Core tangible assets: breakdown of assets stated at cost

Assets/Values | Total | Total
31 December 2025 | 30 June 2025
1. Own property assets | 51,254 | 221,246
a) land | — | 101,226
b) buildings | — | 52,727
c) furniture | 30,829 | 31,268
d) electronic systems | 3,551 | 8,556
e) other | 16,874 | 21,469
2. Right-of-use assets acquired through lease | 273,015 | 272,800
a) land | — | —
b) buildings | 255,439 | 257,444
c) furniture | — | —
d) electronic systems | — | —
e) other | 17,576 | 15,356
Total | 324,269 | 488,046
of which: obtained by enforcement of collateral | — | 65

426 Consolidated Financial Statements as at 31 December 2025
9.3 Core tangible assets: breakdown of revalued assets

Assets/Values | Total | Total
31 December 2025 | 30 June 2025
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3
1. Own property assets |  |  |  |  |  |
a) land | — | — | 361,848 | — | — | —
b) buildings | — | — | 133,284 | — | — | —
c) furniture | — | — | — | — | — | —
d) electronic systems | — | — | — | — | — | —
e) other | — | — | — | — | — | —
2. Right-of-use assets acquired through lease | — | — | — | — | — | —
a) land | — | — | — | — | — | —
b) buildings | — | — | — | — | — | —
c) furniture | — | — | — | — | — | —
d) electronic systems | — | — | — | — | — | —
e) other | — | — | — | — | — | —
Total | — | — | 495,132 | — | — | —
of which: obtained by enforcement of collateral | — | — | 200 | — | — | —

For core operating tangible assets consisting of real estate properties (buildings and land), Mediobanca moved from the cost criterion to the revaluation model as provided for by the accounting principle IAS16 “Property, Plant and Equipment”. For further details please see Part “A1 – Accounting Policies: General Part” in these Notes to the Accounts.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 427
9.4 Tangible assets held for investment purposes: by asset measured at fair value

Assets/Values | Total | Total
31 December 2025 | 30 June 2025
Level 1 | Level 2 | Level 3 | Level 2 | Level 1 | Level 3
1. Own property assets | — | — | 377,403 | — | — | 385,024
a) land | — | — | 317,436 | — | — | 318,715
b) buildings | — | — | 59,967 | — | — | 66,309
2. Right-of-use assets acquired through lease | — | — | — | — | — | —
a) land | — | — | — | — | — | —
b) buildings | — | — | — | — | — | —
Total | — | — | 377,403 | — | — | 369,364
of which: obtained by enforcement of collateral | — | — | 29,600 | — | — | 29,600

For properties held for investment purposes, the cost criterion was replaced by the fair value model in accordance with the accounting principle IAS40 “Investment Property”. For further details please see Part “A1 – Accounting Policies: General Part” in these Notes to the Accounts.
428 Consolidated Financial Statements as at 31 December 2025
9.5 Inventories pursuant to IAS2: breakdown

Assets/Values | Total | Total
31 December 2025 | 30 June 2025
1. Inventories of tangible assets obtained by enforcement of collateral | 9,937 | 9,539
a) land | 241 | 313
b) buildings | 9,696 | 9,226
c) furniture | — | —
d) electronic systems | — | —
e) other | — | —
2. Other inventories of tangible assets | — | —
Total | 9,937 | 9,539
of which: measured at fair value less costs to sell | — | —

The above includes assets received under leasing contracts, which were originally recorded as Investment Property (under IAS40), and have now been restated as Inventories in accordance with IAS2 in cases where only minor amounts are involved, and where leasing the properties out is not economically feasible and sale is expected to take place in the next three years.
For properties held and accounted for as inventories in accordance with IAS2, which form part of Selma’s portfolio, the valuation criterion was applied at the lower of cost and market without recording depreciation.
9.6 Core assets: changes during the year
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 429

| Land | Buildings | Furniture | Electronic systems | Other | Total
A. Gross amount at start of period | 116,829 | 559,150 | 99,670 | 53,416 | 122,012 | 951,076
A.1 Decreases in total net value | — | (248,924) | (68,402) | (44,860) | (85,186) | (447,372)
A.1.a Opening balance adjustment | (15,603) | (55) | — | — | — | (15,661)
A.2 Net opening amount | 101,226 | 310,171 | 31,268 | 8,556 | 36,825 | 488,046
B. Increases: | 270,409 | 138,314 | 3,880 | 3,160 | 13,107 | 428,870
B.1 Purchases | — | — | 1,751 | 3,160 | 5,262 | 10,739
- of which, business combinations | — | — | — | — | — | —
B.2 Capitalized improvement costs | — | 6,636 | — | — | — | 6,636
B.3 Writebacks | — | — | — | — | — | —
B.4 Positive changes in fair value allocated to | 264,911 | 64,545 | — | — | — | 329,456
a) Equity | 264,911 | 64,545 | — | — | — | 329,456
b) profit and loss | — | — | — | — | — | —
B.5 Currency exchange gains | — | 20 | — | — | — | 20
B.6 Transfers from investment properties | — | — | — | — | — | —
B.7 Other changes | 5,498 | 67,113 | 2,129 | — | 7,845 | 82,585
C. Decreases: | 9,787 | 59,762 | 4,319 | 8,165 | 15,482 | 97,515
C.1 Sales | — | 13 | — | — | 40 | 53
- of which, business combinations | — | — | — | — | — | —
C.2 Depreciation | — | 27,220 | 4,319 | 1,172 | 7,428 | 40,139
C.3 Impairment losses allocated to | — | — | — | — | — | —
a) Equity | — | — | — | — | — | —
b) profit and loss | — | — | — | — | — | —
C.4 Negative changes in fair value allocated to | 885 | — | — | — | — | 885
a) Equity | 885 | — | — | — | — | 885
b) profit and loss | — | — | — | — | — | —
C.5 Currency exchange losses | — | 266 | — | — | 63 | 329
C.6 Transfers to: | 7,173 | 303 | — | — | — | 7,476
a) assets held for investment purposes | — | — | — | — | — | —
b) non-current assets and assets groups held for sale | 7,173 | 303 | — | — | — | 7,476
C.7 Other changes | 1,729 | 31,960 | — | 6,993 | 7,951 | 48,633
D. Net inventories at end of period | 361,848 | 388,723 | 30,829 | 3,551 | 34,450 | 819,401
D.1 Decreases in total net value | — | (240,007) | (70,336) | (39,189) | (84,650) | (434,182)
D.2 Gross inventories at end of period | 361,848 | 628,730 | 101,165 | 42,740 | 119,100 | 1,253,583
E. Measured at cost | 97,317 | 69,244 | — | — | — | 166,561

430 Consolidated Financial Statements as at 31 December 2025
9.7 Tangible assets held for investment purposes: changes for the year

| Total
| Land | Buildings
A. Opening balances | 78,460 | 45,776
A.1.a Opening balance adjustment | 240,255 | 20,533
A.2 Net opening balances | 318,715 | 66,309
B. Increases | — | 1,236
B.1 Purchases | — | —
- of which, business combinations | — | —
B.2 Capitalized improvement costs | — | —
B.3 Positive changes in fair value | — | 1,236
B.4 Writebacks | — | —
B.5 Currency exchange gains | — | —
B.6 Transfers from core tangible assets | — | —
B.7 Other changes | — | —
C. Decreases | 1,279 | 7,578
C.1 Sales | 1,279 | 7,466
- of which, business combinations | — | —
C.2 Depreciation | — | —
C.3 Negative changes in fair value | — | 112
C.4 Impairment losses | — | —
C.5 Currency exchange losses | — | —
C.6 Transfers to: | — | —
a) core tangible assets | — | —
b) non-current assets and assets groups held for sale | — | —
C.7 Other changes | — | —
D. Balance at end of period | 317,436 | 59,967
E. Measured at fair value | — | —

Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 431
9.8 Inventories of tangible assets pursuant to IAS2: changes for the year

| Inventories of tangible assets obtained by enforcement of collateral | Other inventories of tangible assets | Total
| Land | Buildings | Furniture | Electronic systems | Other
A. Balance at start of period | 313 | 9,226 | — | — | — | — | 9,539
B. Increases | — | 620 | — | — | — | — | 620
B.1 Purchases | — | — | — | — | — | — | —
B.2 Writebacks | — | — | — | — | — | — | —
B.3 Currency exchange gains | — | — | — | — | — | — | —
B.4 Other changes | — | 620 | — | — | — | — | 620
C. Decreases | 72 | 150 | — | — | — | — | 222
C.1 Sales | 24 | 111 | — | — | — | — | 135
C.2 Impairment losses | — | — | — | — | — | — | —
C.3 Currency exchange losses | — | — | — | — | — | — | —
C.4 Other changes | 48 | 39 | — | — | — | — | 87
D. Balance at end of period | 241 | 9,696 | — | — | — | — | 9,937

Inventories pursuant to IAS2 amounted to €9.9m, up €0.4m (+4%) compared to the comparable figure; the change is attributable to new foreclosures of collateral seized by Selma during the financial year.
432 Consolidated Financial Statements as at 31 December 2025
SECTION 10
Heading 100: Intangible assets
Intangible assets with indefinite duration consist of Goodwill, Brands, Contracts acquired as part of business combinations, client lists acquired in extraordinary transactions 91, and software. For details on the methods by which Intangible Assets are valued, reference is made to Part A – Accounting Policies.
10.1 Intangible assets: by type of asset

Assets/Values | Total | Total
31 December 2025 | 30 June 2025
Finite life | Indefinite life | Finite life | Indefinite life
A.1 Goodwill | X | 792,857 | X | 856,839
A.1.1 attributable to the group | X | 792,857 | X | 856,839
A.1.2 attributable to minority interests | X | — | X | —
A.2 Other intangible assets | 102,720 | 128,187 | 88,357 | 142,397
of which: software | 80,846 | — | 70,415 | —
A.2.1 Assets measured at cost: | 102,720 | 128,187 | 88,357 | 142,397
a) Intangible assets generated internally | — | — | — | —
b) Other assets | 102,720 | 128,187 | 88,357 | 142,397
A.2.2 Assets measured at fair value: | — | — | — | —
a) Intangible assets generated internally | — | — | — | —
b) Other assets | — | — | — | —
Total | 102,720 | 921,044 | 88,357 | 999,236

Intangible assets decreased from €1,087.6m to €1,023.8m after including €63.5m in write-downs on two foreign entities following the impairment test exercise as specified below. New intangible assets with a finite life relating to the subsidiary HeidiPay Ltd, worth €7m 92 and previously amortized for €0.7m, should be added to this. Regarding the ex-PPA intangible assets, currency exchange losses of €7.8m and amortization of customer lists of €2.9m were reported. Finally, software stock went from €70.4m to €80.8m after purchases of €25.3m and amortization of €14.9m. Among the purchases, the entry into production of CMB Monaco's new core banking business should be noted.
91 Extraordinary transactions should be understood as business combinations pursuant to IFRS3.
92 Allocated from the preliminary goodwill recognized as at 30 June last.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 433
Specifically, the impairment test was rerun as at 31 December 2025, having been passed for all CGUs as at 30 June, despite some points for attention.
Considering that the new multi-year plan, arranged by the Parent Company, was only formulated on 26 February last, the same business plans as those used on 30 June last were used for the impairment test.
However, since examination of the performance of individual CGUs during the half-year revealed uncertainties regarding the ability to maintain adequate levels of profitability and value generation over the long term, consistent with existing plans, it was decided to adopt a prudential approach, applying a conservative estimate of long-term distributable profit to calculate the Terminal Value.
Market data were also adjusted, but no significant deviations were noted, particularly in market rates, although they decreased slightly compared to June 30 (see below).
Following this action, the recoverable value of two CGUs under review decreased compared to what emerged as at June 30, reaching a lower value than the related carrying amount, requiring an overall write-down of €63.5m.
434 Consolidated Financial Statements as at 31 December 2025
10.2 Intangible assets: changes for the year

| Goodwill | Intangible assets generated internally | Other intangible assets: other | Total
| FIN | INDEF | FIN | INDEF
A. Balance at start of period | 856,839 | — | — | 438,712 | 142,397 | 1,437,948
A.1 Decreases in total net value | — | — | — | 350,355 | — | 350,355
A.2 Net opening amount | 856,839 | — | — | 88,357 | 142,397 | 1,087,593
B. Increases | 71 | — | — | 32,382 | 28 | 32,481
B.1 Purchases | — | — | — | 32,344 | 4 | 32,348
- of which, business combinations | — | — | — | 7,000 | — | 7,000
B.2 Increases of internal intangible assets | X | — | — | — | — | —
B.3 Writebacks | X | — | — | — | — | —
B.4 Positive changes in fair value | — | — | — | — | — | —
- equity | X | — | — | — | — | —
- profit and loss | X | — | — | — | — | —
B.5 Currency exchange gains | 71 | — | — | 38 | 24 | 133
B.6 Other changes | — | — | — | — | — | —
C. Decreases | 64,053 | — | — | 18,019 | 14,238 | 96,310
C.1 Sales | 7,000 | — | — | — | — | 7,000
- of which, business combinations* | 7,000 | — | — | — | — | 7,000
C.2 Writebacks | 51,200 | — | — | 17,789 | 12,327 | 81,316
- Amortization | X | — | — | 17,789 | — | 17,789
- Write-downs | 51,200 | — | — | — | 12,327 | 63,527
+ equity | X | — | — | — | — | —
+ profit and loss | 51,200 | — | — | — | 12,327 | 63,527
C.3 Negative changes in fair value: | — | — | — | — | — | —
- equity | X | — | — | — | — | —
- profit and loss | X | — | — | — | — | —
C.4 Transfer to non-current assets held for sale | — | — | — | — | — | —
C.5 Currency exchange losses | 5,853 | — | — | 228 | 1,911 | 7,992
C.6 Other changes | — | — | — | 2 | — | 2
D. Net inventories at end of period | 792,857 | — | — | 102,720 | 128,187 | 1,023,764
D.1 Total net value adjustments | — | — | — | (372,104) | — | (372,104)
E. Gross inventories at end of period | 792,857 | — | — | 474,824 | 128,187 | 1,395,868
F. Measured at cost | — | — | — | — | — | —

* An initial estimate of intangible assets with a finite life (i.e. €7m, previously amortized for €0.7m) allocated from the preliminary goodwill of HeidiPay AG recognized as at 30 June 2025, was made as at 31 December 2025. The Purchase Price Allocation process of this asset will be finalized during the next six-month period.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 435
Information on intangible assets and goodwill
A table summarizing the effects of the PPA process for all the acquisitions carried out by Mediobanca and its subsidiaries over years is shown below:
Table 1: Summary of PPA effects: ITALIAN acquisitions

| Linea | Soisy | IFID | Spafid Connect | Esperia
Acquisition date | 27 June 2008 | 10 October 2022 | 01 August 2014 | 18 June 2015 | 06 April 2017
Price paid | 406,938 | 5,999 | 3,600 | 5,124 | 233,920
of which: ancillary charges | 2,000 | — | 200 | — | —
Liabilities | — | — | — | — | —
Finite life intangible assets | (44,200) | (1,056) | (700) | (3,250) | (4,508)
no. of years amortization | 8 | 5 | 7 | 10 | 5
Trademarks | (6,300) | — | — | — | (15,489)
Fair value adjustments | — | — | — | — | 11,232
Imbalance of other assets (liabilities) | (2,659) | 1,152 | 420 | (466) | (176,585)
Tax effects | 12,155 | 349 | 220 | 934 | 6,613
Total goodwill | 365,934 | 6,444 | 3,540 | 2,342 | 55,183

436 Consolidated Financial Statements as at 31 December 2025
Table 1: Summary of PPA effects: NON-ITALIAN acquisitions

| Cairn | RAM (1) | MMA | Bybrook (Cairn)(2) | Arma Partners | Heidi Pay Switzerland
Acquisition date | 31 December 2015 | 28 February 2018 | 11 April 2019 | 31 August 2021 | 02 October 2023 | 16 October 2023
Currency | GBP | CHF | EURO | GBP | GBP | CHF
Price consideration | 24,662 | 164,732 | 107,856 | 66,900 | 220,000 | 3,000
of which: ancillary charges | — | — | — | — | — | —
Liabilities | 20,813 | 46,850 | 54,540 | — | 11,400 | 4,098
Indefinite life intangible assets | — | — | — | (58,903) | — | —
Finite life intangible assets | — | (2,398) | (11,330) | (8,455) | (5,300) | (2,530)
no. of years amortization | — | 5 | 8 | 10 | 7 | 10
Trademarks | — | (37,395) | (10,230) | — | (24,600) | —
Fair value adjustments | — | — | — | — | — | —
Imbalance of other assets (liabilities) | (8,345) | (6,852) | (13,353) | (3,759) | — | (96)
Tax effects | — | 7,163 | 6,684 | 15,934 | 7,500 | 380
Total goodwill | 37,130 | 172,099 | 134,167 | 11,718 | 209,000 | 4,852

(1) All amounts are calculated pro rata (89.25%) acquired at the acquisition date.
(2) Bybrook’s business and shares were acquired by Polus Capital Management (formerly Cairn Capital), in which Mediobanca S.p.A. holds an 89.07% stake.
The main acquisition transactions of Mediobanca and its subsidiaries are summarised below:
⎯with regard to Compass, goodwill relating to the Linea transaction (June 2008, amounting to €365.9m) and goodwill generated by the acquisition of Soisy S.p.A.93 (October 2022, amounting to €6.4m) remained the only intangible assets recognized in the CGU's financial statements;
⎯the acquisition of 50% of Banca Esperia shares held by Banca Mediolanum (April 2017) through payment of €141m resulted in goodwill of €52.1m divided into the Private Banking CGU (€29.4m) and the MidCap CGU (€22.7m); a trademark of €15.5m linked to the Private Banking activity and a customer list (originally valued at €4.5m and fully amortized);
⎯the acquisition of a 69.4% stake in RAM AI (February 2018) led to goodwill of CHF 172.1m (fully impaired over the years), a trademark with an indefinite life of CHF 41.9m (partially impaired and outstanding with a residual value of CHF
93 The company was merged into Compass Banca during financial year 2023/24.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 437
11.5m, i.e. €12.3m at the exchange rate at 31 December 2025), and a customer list of CHF 2.7m (fully amortized). As at 31 December 2025, following the impairment test, there were no longer any goodwill or other intangible assets attributable to the CGU;
⎯the acquisition of a 66.4% stake in Messier Maris & Associés – MMA (April 2019, then renamed Messier & Associés in 2021 following the exit of the eponymous partner) for €107.9m, settled with 11,600,000 Mediobanca shares in the portfolio, along with a put and call option 94 on the remaining capital, resulted in the recognition of goodwill of €134.2m, in addition to the trademark of €27.2m. On December 8 last, the equity partner exercised the Change of Control clause, provided for in the agreements signed in May 2024. This will result in an additional disbursement (€5.25m) at the end of March and the acceleration of other options, with the founder's exit from the shareholding structure, who will however remain as Chairman of the company with a new remuneration structure. As at 31 December, there was a liability of €19.3m to be paid upon dividend payout, and goodwill decreased from €93.2m to €42m following the impairment test, which, as mentioned, reflected lower prospective net profitability. It should be remembered that Messier & Associés SA recognized a trademark worth €17m;
⎯the acquisition of Cairn Capital (December 2015) resulted in recognizing goodwill of £37.1m; subsequently the Bybrook Capital LLP transaction (August 2021) resulted in the recognition of intangible assets related to asset management contracts totalling £67.4m (of which £58.9m with an indefinite life and £8.5m with a finite life to be amortized over 10 years) in addition to goodwill of £11.7m; as at 31 December, outstanding goodwill amounted to £48.8m, intangible assets totalled £63.7m, against contingent liabilities with respect to minority interests of £23.7m;
⎯the acquisition of control (100% of Interest A) in the English company Arma Partners LLP 95 (October 2023) led to a trademark worth £24.6m and customer relationship worth £5.3m (useful life of 7 years) and goodwill of £209m (converted to €244.3m). As at 31 December 2025, the consideration liability amounted to
94 Put and call options and consideration liabilities are recognised in the balance sheet at their estimated realisable value, taking into account the relevant contractual agreements.
95 Arma Partners LLP, in turn, held 100% of Arma Partners Corporate Finance Ltd (UK) and Arma Deutschland GmbH (Germany). Arma was established as a Limited Liability Partnership and the contractual agreements provide for two types of shareholdings: Interest “A” - assigned to Mediobanca - which give the right to receive an initial percentage of 30% (35% from the fourth year) of Arma’s distributable profit, calculated as a fixed percentage of revenues in addition to governance rights sufficient to ensure full line-by-line consolidation and holding control from a legal, regulatory and accounting point of view; Interest “B” shares, which are held by the Partners and give them the right to receive the residual percentage of Arma’s distributable profit (gross earnings of the company after the share due to partner A), in addition to certain governance rights with a specific impact on the Partners’ economic rights.
438 Consolidated Financial Statements as at 31 December 2025
£85.2m 96 (taking into account the payment of the second deferred tranche), goodwill remained unchanged at £209m, while other intangible assets decreased to £28.2m;
⎯Compass Banca's acquisition of 100% of the share capital of Heidi Pay Switzerland AG (October 2023, subsequently renamed HeyLight) led to a customer relationship worth CHF 2.5m (useful life of 10 years) and residual goodwill of CHF 4.9m, which was subsequently almost entirely absorbed by the cancellation of the deferred consideration liability, as established by the new agreements for the purchase of the residual share of HeidiPay AG; goodwill as at 31 December 2025 amounted to CHF 0.8m.
⎯On 30 June last, Compass Banca completed its acquisition of control of the holding company HeidiPay AG, over which the company had been exercising significant influence (acquired in July 2022) by acquiring an additional 59.8% stake in the company's capital (effective ownership percentage: 80.9%). The purchase price (CHF 9.1m) includes an earn-out if the company achieves certain targets related to the development of the credit portfolio, as well as a put and call option on the remaining 19.1%. Overall, the transaction gave rise to goodwill of CHF 34.6m (€37m at the exchange rate of 30 June 2025), which as at 31 December 2025, was partially allocated to intangible assets with a finite useful life related to the HeidiPay Ltd platform for a value of CHF 6.5m (€7m), which includes CHF 0.7m previously amortized. As at 31 December, the residual goodwill amounted to CHF 28m (€30.1m), against a deferred consideration liability valued at CHF 9m. These values are still subject to the related Purchase Price Allocation process, which will be finalized during the next six-month period.
96 When measuring goodwill (PPA), an estimate of the consideration liability was made based on the Plan in effect at that date; such estimate, however, is reviewed annually and the difference is recognized in the profit and loss account; the initial recognition value is later discounted. As at 30 June 2024, the liability was recognized at £110.8m, with a discounted value of £122.3m, after deducting the first payment of £32.6m. During financial year 2024/25, the liability increased from £110.8m to £123.7m (£83.4m after payment of the second tranche), reflecting Arma's strong performance (£7.4m), the new approved plan, and the discounting effect (£5.5m), resulting in a £12.9m (€15.4m) impact through profit or loss over the 12-month period. During the six-month period from July to December 2025, the liability at 30/6/2025 increased to £85.2m due to the interest rate effect for the period (£1.8m).
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 439
* * *
The tables below show a list of the intangible assets with indefinite and finite useful lives acquired as part of M&A transactions and a summary of goodwill recognized in the accounts, broken down both by deal and cash-generating unit (CGU).
Table 2: Other intangible assets acquired as a result of extraordinary transactions

Type | Deal | 31 December 2025 | 30 June 2025
Customer relationships |  | 89,331 | 86,730
| CMB | 1,637 | 1,962
| Polus (1) | 72,992 | 74,946
| Messier et Associés | 1,772 | 2,480
| Soisy | 389 | 462
| HeyLight | 2,109 | 2,241
| Arma Partners | 4,122 | 4,639
| HeidiPay | 6,310 | —
Trademarks |  | 43,680 | 56,545
| MB Private Banking | 15,489 | 15,489
| RAM Active Investments (1) | — | 12,302
| Arma Partners (1) | 28,191 | 28,754
Total PPA intangible assets |  | 133,011 | 143,275

(1) Increase entirely attributable to the currency exchange effect.
440 Consolidated Financial Statements as at 31 December 2025
Table 3: Goodwill

Deal | 31 December 2025 | 30 June 2025
Consumer credit | 403,315 | 410,191
- of which: Soisy | 6,444 | 6,444
- of which: Compass-Linea | 365,934 | 365,934
- of which: HeyLight (2) | 812 | 810
- of which: HeidiPay AG (3) | 30,125 | 37,003
Polus Capital Management (1) | 55,979 | 57,098
MB Private Banking | 52,103 | 52,103
Messier et Associés | 41,953 | 93,153
Arma Partners | 239,507 | 244,294
Total goodwill | 792,857 | 856,839

(1) Increase entirely attributable to the currency exchange effect.
(2) Decrease following the acquisition of HeidiPay AG, which resulted in the cancellation of the previous deferred consideration agreements related to Heylight, according to which goodwill of CHF 4.1m had been recognized.
(3) This includes CHF 2.4m (€2.6m) arising from the acquisition of Holipay by the subsidiary HeidiPay Ltd, prior to the closing of the Compass transaction.
Table 4: Summary of Cash Generating Units

CGU | 31 December 2025 | 30 June 2025
Consumer credit | 403,315 | 410,191
Polus Capital Management (1) | 55,979 | 57,098
MB Private Banking + AM | 29,453 | 29,453
MB Mid Corporate | 22,650 | 22,650
Messier et Associés | 41,953 | 93,153
Arma Partners (1) | 239,507 | 244,294
Total goodwill | 792,857 | 856,839

(1) Increase entirely attributable to the currency exchange effect.
Information on impairment testing
As stated in the Accounting Policies section, IAS36 requires any loss of value, or impairment, of individual tangible and intangible assets to be tested at least once a year, in preparing the annual Financial Statements, or more frequently if events or circumstances occur which suggest that there may have been a reduction in value. The impairment indicators monitoring is carried out on a semi-annual basis, as required by the aforementioned impairment policy.
If it is not realistically possible to establish the recoverable value of the individual asset directly, the standard allows the calculation to be made based on the recoverable
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 441
value of the cash-generating unit, or CGU, to which the asset belongs. A CGU is defined as the smallest identifiable group of assets able to generate cash flows that do not present synergies with the other parts of the company, and may be considered separately and sold individually.
In order to establish the recoverable value relative to the book value at which the asset is recognized in the accounts, reference is made to the higher of the fair value of such asset (net of any sales costs) and its value. In particular, value in use was obtained by discounting the expected future cash flows from an asset or from a cash generating unit; cash flow projections must reflect reasonable assumptions and must therefore be based on recent budgets/forecasts approved by the Company’s governing bodies; furthermore, assets must be discounted at a rate that includes the current cost of money and the specific risks associated with the business activity.
Mediobanca and its subsidiares adopted a policy, recently updated in order to transpose the formal changes relating to its new organizational structure, which regulates the impairment test process and incorporates the guidelines issued by Organismo Italiano di Valutazione (OIV, Italian Valuation Body), the suggestions of the ESMA and the Recommendations of national regulators.
The recoverable value for goodwill has been estimated using the dividend discount model methodology, with the excess capital version applied which is commonly employed by financial institutions for this purpose for capital-intensive CGUs.
The cash flows have been projected over a time horizon of three years, based on the Group’s strategic plans and the annual budgets formulated by the management of the individual CGUs concerned.
To estimate the cost of equity, which is determined via the Capital Asset Model (CAPM) in accordance with IAS36, certain parameters common to all CGUs have been used, namely:
⎯the risk-free rate which corresponds to the remuneration of exempt or minimum risk investments over a recent period of time not exceeding one year. In practice, it is generally identified with the yield on government bonds of the country in which the asset being valued resides;
⎯the market risk premium, i.e. the reward which investors require in order to increase the risk on their investments. Continuing the work done in the previous financial year, management used an unseparated equity risk premium equal to the premium for the US stock market risk estimated according to a historical data series
442 Consolidated Financial Statements as at 31 December 2025
by the New York University - Stern School of Business, based on the difference between the return of the American stock market compared to return of the bond market since 1928 (geometric mean);
⎯the growth rate (g), to calculate the terminal value, using the so-called “perpetuity” methodology, established taking into account the inflation rate expected over the long term in the country where the specific CGU is based;
⎯the Beta parameter is different for different types of business estimated according to trends in the data series of returns for sample groups of listed companies comparable to those being valued and the respective data series of returns of market indices of the countries in which the companies are listed.
It should also be emphasized that in calculating the cost of equity (Ke), account must also be taken of risk specific to the CGU, if any, through an additional risk premium (alpha coefficient/factor) to take into account (specific and/or systematic) risk factors not perceived in the flows and/or not fully reflected by the underlying CAPM indicators. Senior management opted to increase the estimates of the opportunity cost of capital for all CGUs, except for the Consumer Banking CGU, by at least 1.02%.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 443
Table 5: Cost of equity parameters per CGU
31 December 2025

CGU | Risk-free rate | Equity risk premium | Beta 2y | Coefficient | Cost of equity | Expected growth rate
Rf | Erp | b | a | Ke | g
Consumer credit | 3.53 | 5.48 | 1.05 | — | 9.26 | 2.–
MB Private Banking | 3.53 | 5.48 | 1.02 | 1.02 | 10.12 | 2.–
MB Mid Corporate | 3.53 | 5.48 | 1.14 | 1.02 | 10.78 | 2.–
Polus Capital Management | 4.49 | 5.48 | 1.27 | 2.66 | 14.11 | 2.–
RAM Active Investments | 0.25 | 5.48 | 1.27 | 2.66 | 9.87 | 0.70
Messier et Associés | 3.55 | 5.48 | 1.14 | 1.02 | 10.80 | 1.90
Arma Partners | 4.49 | 5.48 | 1.14 | 1.02 | 11.74 | 2.–
30 June 2025
CGU | Risk-free rate | Equity risk premium | Beta 2y | Coefficient | Cost of equity | Expected growth rate
Rf | Erp | b | a | Ke | g
Consumer credit | 3.48 | 5.44 | 1.03 | — | 9.09 | 2.–
MB Private Banking | 3.48 | 5.44 | 1.03 | 1.50 | 10.56 | 2.–
MB Mid Corporate | 3.48 | 5.44 | 1.18 | 1.50 | 11.42 | 2.–
Polus Capital Management | 4.55 | 5.44 | 1.26 | 3.20 | 14.59 | 2.–
RAM Active Investments | 0.31 | 5.44 | 1.26 | 3.20 | 10.35 | 2.04
Messier et Associés | 3.23 | 5.44 | 1.18 | 1.50 | 11.18 | 1.94
Arma Partners | 4.55 | 5.44 | 1.18 | 1.50 | 12.49 | 2.–

Compared to the previous year, the Cost of Equity of all CGUs, with the exception of the Consumer CGU, decreased despite the slight increase in the Equity Risk Premium. Risk-free rates (calculated – in line with the previous financial year – as the one-month average at the impairment test date of the daily yields to maturity of the 10-year government benchmarks where the CGU being valued was located) increased slightly for Italy (from 3.48% to 3.53%) and France (from 3.23% to 3.55%), while they decreased for Switzerland (from 0.31% to 0.25%) and the United Kingdom (from 4.55% to 4.49%). With regard to the Equity Risk Premium, the reference for all the CGUs was the long-term historical average of the risk premiums observed in the US market (i.e. 5.48%; approximately 4 bps more than at 30 June 2025) as representative of the premium associated with the global investment in the market stock. All Betas slightly decreased with the exception of the Consumer credit, Polus and RAM CGUs. Finally, the growth rate (g), equal to the expected long-term inflation rate in the countries of residence of the CGUs, was set at 2% for Italy and the UK, at 0.7% for Switzerland, and 1.90% for France.
The adoption of the valuation formula requires estimating the present value of the expected flows of each CGU beyond the explicit forecast period (the plan period) which defines the so-called terminal value. With regard to Terminal Value, it should be noted that it was obtained by capitalizing the average of distributable profits over
444 Consolidated Financial Statements as at 31 December 2025
the last two or three years of the Plan, which, on a prudential basis, was considered the value that best reflected a normalized cash flow that took into account the income prospects of individual CGUs according to an across-the-cycle approach. The only two exceptions were the Messier & Associés and RAM CGUs, for which, given the volatility of business and less robust future outlook than expected, it was deemed appropriate to prudently use the average for the 2024-2028 period.
All the Mediobanca Group's CGUs, with the exception of Messier & Associés and RAM, passed the impairment test, as their value in use exceeded their carrying amounts as at 30 June 2025.
This situation is borne out by the sensitivity analysis conducted on the following variables:
—Cost of equity +/- 0.25%, with an overall increase and decrease of up to 50 bps;
—Long-term growth rate +/- 0.20%, with an overall increase and decrease of up to 60 bps;
—Flow distributable at terminal value +/-5%, with an overall increase and decrease of up to 10%.
Regarding the brands, valuations were newly made based on the royalty relief method, whereby the brand’s value is obtained from the discounted value of the income deriving from it, which in turn is estimated as the product of the royalty rate implied in the valuations of the respective brands made during the PPA process (Business Combinations under IFRS3) and the value of the operating income. The terminal value of the Private Banking (€15.5m), Messier et Associés (€17m), and Arma Partners (€28.2m) brands were confirmed.
Moreover, a further impairment test (referred to as Level 2 impairment test) was carried out by verifying whether the value in use of the various operating segments (Consumer Banking, Wealth Management and Corporate and Investment Banking), taking into account the allocation of all the corporate costs of the Holding Functions, was higher than the respective carrying amount, computed as the sum of absorbed regulatory capital integrated with goodwill and other allocated intangibles. The impairment test was passed by all three operating segments.
Lastly, an analysis of the fairness of Mediobanca and its subsidires’ value - obtained as the sum of parts - and the stock market prices and target prices stated by financial analysts was conducted. With regard to the performance of stock market
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 445
prices and the Price to Book value indicator, it should be noted that at the closing date of the financial year (31 December 2025) the stock was listed at €17.8, well above the Mediobanca Group’s equity per share.
446 Consolidated Financial Statements as at 31 December 2025
SECTION 11
Assets heading 110 and liabilities heading 60: Tax assets and liabilities
11.1 Deferred tax assets: breakdown

| Total | Total
| 31 December 2025 | 30 June 2025
- Against Profit and Loss | 261,257 | 256,222
- Against Equity | 17,115 | 47,149
Total | 278,372 | 303,371

All deferred tax assets qualifying as “ineligible” were subjected to a “probability test”, i.e. an annual assessment as to the probability of recovering them on the part of the Parent Company, Banca Monte dei Paschi di Siena.

| 31 December 2025 | 30 June 2025
A - Gross advance tax assets | 278,372 | 303,371
Loan loss provisions (*) | 150,086 | 128,832
Provisions for sundry risks and charges | 15,621 | 15,172
Goodwill and other intangible assets (**) | 85,904 | 90,081
Financial instruments recognized at FVOCI | 25,012 | 57,868
Tax losses | 1,361 | 635
Other | 388 | 10,783
B - Offset by deferred tax liabilities | — | —
C - Net advance tax assets | 278,372 | 303,371

(*) Among other figures, this item includes: i) prepaid taxes recognized on write-downs and losses on loans to customers, which will be absorbed by 31 December 2029 according to the plan pursuant to Article 16 of Law-Decree No. 83/2015, as amended; ii) prepaid taxes recognized on the components allocated to the provision for expected credit losses upon IFRS9 FTA, which will be absorbed in tenths by 31 December 2029.
(**) This figure mainly includes goodwill redemptions on the Compass / Linea merger transaction (€80m), of which €67.6m pursuant to Article 110 of Law-Decree No. 104/2020 with an amortization period of 18 years and €12.4m pursuant to Article 176 of Presidential Decree No. 917/1986.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 447
11.2 Deferred tax liabilities: breakdown

| Total | Total
| 31 December 2025 | 30 June 2025
- Against Profit and Loss | 372,748 | 357,026
- Against Equity | 93,640 | 72,800
Total | 466,388 | 429,826

11.3 Changes in deferred tax assets during the period (against profit and loss)

| Total | Total
| 31 December 2025 | 30 June 2025
1. Opening balance | 256,222 | 383,359
2. Increases | 23,579 | 11,332
2.1 Prepaid taxes recorded during the year | 19,376 | 9,953
a) relating to prior years | — | —
b) due to changes in accounting policies | — | —
c) writebacks | — | —
d) other | 19,376 | 9,953
2.2 New taxes or increases in tax rates | 3,953 | —
2.3 Other increases | 250 | 1,379
3. Decreases | 18,544 | 138,469
3.1 Prepaid taxes cancelled during the year | 16,039 | 131,678
a) reversals | 15,959 | 131,254
b) write-downs due to non-recoverable items | — | —
c) changes in accounting policies | — | —
d) other | 80 | 424
3.2 Reductions in tax rates | — | —
3.3 Other decreases: | 2,505 | 6,791
a) conversion into tax receivables pursuant to Italian Law No. 214/2011 | — | —
b) other | 2,505 | 6,791
4. Closing balance | 261,257 | 256,222

448 Consolidated Financial Statements as at 31 December 2025
11.4 Changes in deferred tax assets pursuant to Italian Law No. 214/11 (*)

| Total | Total
| 31 December 2025 | 30 June 2025
1. Opening balance | 129,183 | 232,891
2. Increases | 2,710 | —
3. Decreases | — | 103,708
3.1 Reversals | — | 97,839
3.2 Conversion into tax receivables | — | —
a) from losses for the year | — | —
b) from tax losses | — | —
3.3 Other decreases | — | 5,869
4. Closing balance | 131,903 | 129,183

(*) Italian Law-Decree No. 59 of 29 April 2016 on deferred tax assets pursuant to Italian Law No. 214/2011, as amended by Italian Law-Decree No. 237 of 23 December 2016, enacted with amendments as Law No. 15/2017, provides that in order to be able to retain the right to take advantage of the possibility of converting DTAs into tax credits, an irrevocable option must be specifically exercised, which involves payment of an annual instalment equal to 1.5% of the difference between the increase in advance tax assets at the reporting date since 30 June 2008 and the tax paid during the same period each year until 2029. Mediobanca has exercised this option in order to retain the possibility of converting DTAs for all companies adhering to the tax consolidation. No payment will be due in this respect, however, given that the payments made to the tax consolidation exceed the increase in DTAs recorded since 30 June 2008.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 449
11.5 Changes in deferred tax liabilities (against profit and loss)

| Total | Total
| 31 December 2025 | 30 June 2025
1. Opening balance | 357,026 | 280,972
2. Increases | 80,685 | 94,164
2.1 Deferred taxes recorded during the year | 27,099 | 3,117
a) relating to prior years | — | —
b) due to changes in accounting policies | 939 | —
c) other | 26,160 | 3,117
2.2 New taxes or increases in tax rates | 6 | —
2.3 Other increases | 53,580 | 91,047
3. Decreases | 64,963 | 18,110
3.1 Deferred taxes cancelled during the year | 43,481 | 7,799
a) reversals | 42,171 | 3,005
b) due to changes in accounting policies | — | —
c) other | 1,310 | 4,794
3.2 Reductions in tax rates | 12 | —
3.3 Other decreases | 21,470 | 10,311
4. Closing balance | 372,748 | 357,026

450 Consolidated Financial Statements as at 31 December 2025
11.6 Changes in deferred tax assets (against equity) (*)

| Total | Total
| 31 December 2025 | 30 June 2025
1. Opening balance | 47,149 | 20,754
2. Increases | 23,552 | 76,091
2.1 Prepaid taxes recorded during the year | 22,208 | 76,051
a) relating to prior years | — | —
b) due to changes in accounting policies | — | —
c) other | 22,208 | 76,051
2.2 New taxes or increases in tax rates | 1,235 | —
2.3 Other increases | 109 | 40
3. Decreases | 40,460 | 49,696
3.1 Prepaid taxes cancelled during the year | 53,586 | 48,302
a) reversals | 40,406 | 47,775
b) write-downs due to non-recoverable items | — | —
c) due to changes in accounting policies | — | —
d) other | 49 | 527
3.2 Reductions in tax rates | — | —
3.3 Other decreases | 13,131 | 1,394
4. Closing balance | 17,115 | 47,149

(*) Tax mainly arising from cash flow hedges and valuations of financial instruments recognized at fair value through Other Comprehensive Income.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 451
11.7 Changes in deferred tax liabilities (against equity)

| Total | Total
| 31 December 2025 | 30 June 2025
1. Opening balance | 72,800 | 108,793
2. Increases | 147,401 | 213,913
2.1 Deferred taxes recorded during the year | 133,913 | 213,846
a) relating to prior years | — | —
b) due to changes in accounting policies | — | —
c) other | 133,913 | 213,846
2.2 New taxes or increases in tax rates | 3,157 | —
2.3 Other increases | 10,331 | 67
3. Decreases | 126,561 | 249,906
3.1 Deferred taxes cancelled during the year | 113,990 | 249,640
a) reversals | 113,990 | 249,640
b) due to changes in accounting policies | — | —
c) other | — | —
3.2 Reductions in tax rates | — | —
3.3 Other decreases | 12,571 | 266
4. Closing balance | 93,640 | 72,800

452 Consolidated Financial Statements as at 31 December 2025
SECTION 12
Assets heading 120 and Liability heading 70: Non-current assets and asset groups held for sale and related liabilities
12.1 Non-current assets and asset groups held for sale: breakdown by asset type
31 December 2025
30 June 2025
A. Assets held for sale
A.1 Financial assets
—
—
A.2 Equity investments
—
—
A.3 Tangible assets
7,476
—
of which: obtained by enforcement of collateral
—
—
A.4 Intangible assets
—
—
A.5 Other non-current assets
—
—
Total (A)
7,476
—
of which: carried at cost
7,476
of which: measured at fair value - level 1
—
—
of which: measured at fair value - level 2
—
—
of which: measured at fair value - level 3
—
—
B. Discontinued operations
B.1 Financial assets measured at fair value through profit or loss
—
—
B.2 Financial assets measured at fair value through other comprehensive income
—
—
B.3 Financial assets measured at amortized cost
—
—
B.4 Equity investments
—
—
B.5 Tangible assets
—
—
B.6 Intangible assets
—
—
B.7 Other assets
—
—
Total (B)
—
—
C. Liabilities associated with assets held for sale
C.1 Debts
—
—
C.2 Securities
—
—
C.3 Other liabilities
—
—
Total (C)
—
—
D. Liabilities associated with discontinued operations
D.1 Financial liabilities measured at amortized cost
—
—
D.2 Trading financial liabilities
—
—
D.3 Financial liabilities designated at fair value
—
—
D.4 Provisions
—
—
D.5 Other liabilities
—
—
Total (D)
—
—
Following approval by Compass Banca's Board of Directors of the proposed sale of the property on Via Nomentana, Rome, effective 30 September 2025, in accordance with IFRS5, the land and associated building were reclassified as assets held for sale, as the sale was considered highly probable.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 453
SECTION 13
Heading 130: Other assets
13.1 Other assets: breakdown

| 31 December 2025 | 30 June 2025
1. Gold, silver, precious metals | 1,377,683 (1) | 997,722
2. Accrued income other than capitalized income on the related assets | 115,527 | 94,389
3. Trade receivables and invoices to be issued | 349,530 | 367,703
4. Amounts due from tax revenue authorities (not recorded under Heading 110) | 692,807 | 548,145
5. Other items: | 275,797 | 290,317
- bills for collection | 62,635 | 66,501
- amounts due in respect of premiums and grants in respect of lending transactions | 10,805 | 9,082
- advance payments on deposit commissions | 7,094 | 2,521
- other items in transit | 85,869 | 128,510
- sundry other items (2) | 109,394 | 83,703
Total other assets | 2,811,344 | 2,298,276

(1) Includes transactions for €1,375.6m in listed EUA certificates, fully hedged by forward sales through futures contracts.
(2) Includes accrued income.
This item, as required by the Bank of Italy/Consob/IVASS Document No. 9, includes tax credits (eco-bonuses) recorded in the financial statements in compliance with the so-called tax ceiling of Mediobanca and its susbsidiaries. The book value was €259m (€213m as at 30 June 2025); in detail, purchases during the year amounted to €53m, while receivables offset against tax liabilities of the individual entities amounted to €120m. The nominal value as at 31 December 2025 was €280m, which includes €234m referable to the ‘Superbonus 110’ discount pursuant to Article 119 of Law-Decree No. 34/2020, which may be offset in the next four years.
With reference to Law-Decree No. 39/2024, setting forth a number of measures regarding the use of Superbonus credits, deductions are required to be spread over a ten-year period, including an anti-usury provision, and a ban on offsetting for banks; with regard to the tax credits purchased by MBFACTA, no impacts related to the above measures are expected.
454 Consolidated Financial Statements as at 31 December 2025
MBFACTA currently has a residual Superbonus 110% credit amount of €234m, none of which relate to expenses incurred from 2024 onwards or purchased at a rate lower than the rate set by the amendment, i.e., less than 75% of the nominal value.
Liabilities
SECTION 1
Heading 10: Financial liabilities measured at amortized cost
1.1 Financial liabilities measured at amortized cost: product breakdown of amounts due to banks

Transaction Type/Values | Total | Total
31 December 2025 | 30 June 2025
Carrying amount | Fair value | Carrying amount | Fair value
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3
1. Due to Central Banks | 1,020,086 | X | X | X | — | X | X | X
2. Due to banks | 13,951,571 | X | X | X | 12,347,364 | X | X | X
2.1 Current accounts and demand deposits | 244,997 | X | X | X | 245,193 | X | X | X
2.2 Term deposits | 45,744 | X | X | X | 49,983 | X | X | X
2.3 Loans | 13,656,674 | X | X | X | 11,985,932 | X | X | X
2.3.1 Repos | 8,815,849 | X | X | X | 7,469,669 | X | X | X
2.3.2 Other | 4,840,825 | X | X | X | 4,516,263 | X | X | X
2.4 Liabilities in respect of commitments to repurchase own equity instruments | — | X | X | X | — | X | X | X
2.5 Lease liabilities | 1,350 | X | X | X | 531 | X | X | X
2.6 Other liabilities | 2,806 | X | X | X | 65,725 | X | X | X
Total | 14,971,657 | — | 14,971,657 | — | 12,347,364 | — | 12,347,364 | —

Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 455
1.2 Financial liabilities measured at amortized cost: product breakdown of amounts due to customers

Transaction Type/Values | Total | Total
31 December 2025 | 30 June 2025
Carrying amount | Fair value | Carrying amount | Fair value
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3
1. 2.1 Current accounts and demand deposits | 21,650,466 | X | X | X | 20,539,664 | X | X | X
2. Term deposits | 9,644,507 | X | X | X | 10,160,256 | X | X | X
3. Loans | 3,188,855 | X | X | X | 3,113,491 | X | X | X
3.1 Repos | 2,880,864 | X | X | X | 2,776,740 | X | X | X
3.2 Other | 307,991 | X | X | X | 336,751 | X | X | X
4. Liabilities in respect of commitments to repurchase own equity instruments | — | X | X | X | — | X | X | X
5. Lease liabilities (1) | 252,352 | X | X | X | 251,673 | X | X | X
6. Other payables | 32,101 | X | X | X | 26,641 | X | X | X
Total | 34,768,281 | — | 34,768,281 | — | 34,091,725 | — | 34,091,725 | —

(1) The item included liabilities related to the purchase of MBFACTA’s unfunded loans.
1.3 Financial liabilities measured at amortized cost: product breakdown of debt securities in issue

Type of security/Values | 31 December 2025 | 30 June 2025
Carrying amount | Fair value (*) | Carrying amount | Fair value (*)
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3
A. Securities |  |  |  |  |  |  |  |
1. bonds | 26,298,822 | 1,345,735 | 24,915,683 | — | 27,284,351 | 1,638,674 | 25,838,701 | —
1.1 structured | 3,846,028 | — | 3,676,900 | — | 4,543,493 | — | 4,555,527 | —
1.2 other | 22,452,794 | 1,345,735 | 21,238,783 | — | 22,740,858 | 1,638,674 | 21,283,175 | —
2. other securities | 1,645,237 | — | 1,524,030 | 121,207 | 1,459,850 | — | 1,380,726 | 79,036
2.1 structured | — | — | — | — | — | — | — | —
2.2 other | 1,645,237 | — | 1,524,030 | 121,207 | 1,459,850 | — | 1,380,726 | 79,036
Total | 27,944,059 | 1,345,735 | 26,439,713 | 121,207 | 28,744,201 | 1,638,674 | 27,219,427 | 79,036

* Fair value amounts are shown after deducting issuer risk, which at 31 December 2025 suggested a capital gain of €141.5m (€221.5m as at 30 June 2025).
Bonds decreased from €27.3bn to €26.3bn after new issues of €3.4bn covered by redemptions and repurchases of €3.9bn (realizing losses of €3.1m), to which other increases of €0.5bn (exchange rate adjustment, amortized cost and effect of hedges) should be added.
456 Consolidated Financial Statements as at 31 December 2025
The bonds in issue include €2.8bn (nearly all of which issued by the subsidiary Mediobanca International and guaranteed by Mediobanca) related to arbitrage strategies leveraging derivative basis indexes (skew) linked to credit derivatives, commodity derivatives, and cryptocurrency derivatives, as well as inflation rate arbitrage. All these issues involve payment of interest in the form of a coupon (including a premium – extra yield) and full repayment of capital at maturity. In case of the subscriber opting for early repayment, the issuer has the faculty, at its discretion, to choose a repayment price that takes into account the current fair value including that of the underlying transactions. As required by para. 4.3.3 of IFRS9, the embedded derivative, identified by the right to include the arbitrage value within the repayment price, has been separated by the obligation valued at amortized cost and booked at fair value of underlying transactions through profit or loss.
1.4 Breakdown of subordinated debt securities
It should be noted that the XS2262077675 security was reimbursed in advance during the six-month period.

Issue | 31 December 2025
ISIN code | Nominal value | Carrying amount
MB SUBORDINATO 3.75% 2026 | IT0005188351 |  | 298,951 | 304,103
MB SUBORDINATO 1.957% 2029 | XS1579416741 |  | 50,000 | 50,706
MB SUBORDINATO TF 10Y Callable | XS2577528016 |  | 299,300 | 21,826
MB SUBORDINATO 5.25 22 APR 2034 | IT0005580573 |  | 299,990 | 26,345
MB SUBORDINATO 4.50 18 SET 35 | IT0005640260 |  | 299,800 | 305,527
Total subordinated securities |  | 1,248,041 | 708,507

Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 457
1.6 Lease liabilities
Amounts due under leases were calculated by applying the criteria set forth in IFRS16.
458 Consolidated Financial Statements as at 31 December 2025
SECTION 2
Heading 20: Trading financial liabilities
2.1 Trading financial liabilities: product breakdown

Transaction Type/Values | 31 December 2025 | 30 June 2025
Nominal or notional value | Fair value | Fair value (*) | Nominal or notional value | Fair value | Fair value (*)
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 |
A. Cash liabilities |  |  |  |  |  |  |  |  |  |
1. Due to banks | 2,572,216 | 2,492,899 | 77,583 | — | 2,570,482 | 2,034,097 | 1,999,281 | 35,308 | — | 2,034,590
2. Due to customers | 2,198,249 | 2,170,499 | 24,864 | — | 2,195,363 | 3,126,809 | 3,153,293 | — | — | 3,153,293
3. Debt securities | — | — | — | — | — | — | — | — | — | —
3.1. Bonds | — | — | — | — | — | — | — | — | — | —
3.1.1 Structured | — | — | — | — | X | — | — | — | — | X
3.1.2 Other bonds | — | — | — | — | X | — | — | — | — | X
3.2. Other securities | — | — | — | — | — | — | — | — | — | —
3.2.1 Structured | — | — | — | — | X | — | — | — | — | X
3.2.2 Other | — | — | — | — | X | — | — | — | — | X
Total (A) | 4,770,465 | 4,663,398 | 102,447 | — | 4,765,845 | 5,160,906 | 5,152,574 | 35,308 | — | 5,187,883
B. Derivative instruments |  |  |  |  |  |  |  |  |  |
1. Financial derivatives | — | 988,286 | 2,259,463 | 31,874 | — | — | 880,695 | 2,545,655 | 32,474 | —
1.1 Trading | X | 988,286 | 2,206,614 | 31,874 | X | X | 880,695 | 2,503,647 | 32,474 | X
1.2 Related to the fair value option | X | — | — | — | X | X | — | — | — | X
1.3 Other | X | — | 52,849 | — | X | X | — | 42,008 | — | X
2. Credit derivatives | — | — | 320,842 | 6,644 | — | — | — | 339,101 | 1,951 | —
2.1 Trading | X | — | 320,842 | 6,644 | X | X | — | 339,101 | 1,951 | X
2.2 Related to the fair value option | X | — | — | — | X | X | — | — | — | X
2.3 Other | X | — | — | — | X | X | — | — | — | X
Total (B) | X | 988,286 | 2,580,305 | 38,518 | X | X | 880,695 | 2,884,756 | 34,425 | X
Total (A+B) | X | 5,651,684 | 2,682,752 | 38,518 | X | X | 6,033,269 | 2,920,064 | 34,425 | X

* Fair value computed by excluding variations due to changes in the issuer’s credit score following the date of issue.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 459
SECTION 3
Heading 30: Financial liabilities designated at fair value
3.1 Financial liabilities designated at fair value: product breakdown

Transaction Type/Values | Total | Total
31 December 2025 | 30 June 2025
Nominal value | Fair value | Fair value (*) | Nominal value | Fair value | Fair value (*)
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3
1. Due to banks | — | — | — | — | — | — | — | — | — | —
1.1 Structured | — | — | — | — | X | — | — | — | — | X
1.2 Other | — | — | — | — | X | — | — | — | — | X
which includes: |  |  |  |  |  |  |  |  |  |
- loan commitments | — | X | X | X | X | — | X | X | X | X
- financial guarantees issued | — | X | X | X | X | — | X | X | X | X
2. Due to customers | 1,155,725 | — | 1,006,737 | — | 1,006,737 | 1,070,606 | — | 982,056 | — | 982,056
2.1 Structured | 1,070,619 | — | 1,006,737 | — | X | 1,070,606 | — | 982,056 | — | X
2.2 Other | 85,106 | — | — | — | X | — | — | — | — | X
which includes: |  |  |  |  |  |  |  |  |  | —
- loan commitments | 85,106 | X | X | X | X | — | X | X | X | X
- financial guarantees issued | — | X | X | X | X | — | X | X | X | X
3. Debt securities | 4,505,807 | — | 3,931,352 | 617,964 | 4,549,316 | 3,911,290 | — | 3,486,578 | 578,037 | 4,064,615
3.1 Structured | 4,469,137 | — | 3,893,882 | 617,964 | X | 3,873,376 | — | 3,447,178 | 578,037 | X
3.2 Other | 36,670 | — | 37,470 | — | X | 37,914 | — | 39,400 | — | X
Total | 5,661,532 | — | 4,938,089 | 617,964 | 5,556,053 | 4,981,896 | — | 4,468,634 | 578,037 | 5,046,671

(*) Fair value computed by excluding variations due to changes in the issuer’s credit score following the date of issue.
460 Consolidated Financial Statements as at 31 December 2025
The item financial liabilities designated at fair value increased from €5,046.7m to €5,556m due to new operations in certificates (155 new issues for a value of €876.7m, including €84.5m credit linked and €792.2m with underlying shares).
As at 31 December, the total amount of certificates rose from €3,731.2m to €4,003.4m, which includes €1,566.1m credit-linked (€1,615.8m as at 30 June), €1,766.3m equity (€1,447.7 as at 30 June), and €670.9m delta-one, i.e., without Mediobanca risk. The positions classified at Level 3 amounted to €617.9m, which includes €422.7m in autocallable equity.
Finally, there were securitized issues for €199.7m, which includes €22.9m callable.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 461
SECTION 4
Heading 40: Hedging derivatives
4.1 Hedging derivatives: by hedge type and level

| 31 December 2025 | 30 June 2025
| Fair value | Nominal value | Fair value | Nominal value
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3
A. Financial derivatives | — | 635,963 | — | 25,032,590 | — | 1,037,377 | — | 53,368,622
1) Fair value | — | 574,005 | — | 24,692,590 | — | 891,617 | — | 42,075,298
2) Cash flows | — | 61,958 | — | 340,000 | — | 145,760 | — | 11,293,324
3) Foreign investments | — | — | — | — | — | — | — | —
B. Credit derivatives | — | — | — | — | — | — | — | —
1) Fair value | — | — | — | — | — | — | — | —
2) Cash flows | — | — | — | — | — | — | — | —
Total | — | 635,963 | — | 25,032,590 | — | 1,037,377 | — | 53,368,622

462 Consolidated Financial Statements as at 31 December 2025
4.2 Hedging derivatives: by portfolio hedged and hedge type

Transaction / Type of hedge | Fair value | Cash flows | Foreign investments
Specific |  | Generic | Specific | Generic
debt securities and interest rates | equity securities and stock indexes | currencies and gold | credit | commodities | other
1. | Financial assets measured at fair value through other comprehensive income | 141,432 | — | — | — | X | X | X | 13,869 | X | X
2. | Financial assets measured at amortized cost | 2,421 | X | — | — | X | X | X | 7,245 | X | X
3. | Portfolio | X | X | X | X | X | X | — | X | — | X
4. | Other transactions | — | — | — | — | — | — | X | — | X | —
Total assets | 143,853 | — | — | — | — | — | — | 21,114 | — | —
1. | Financial liabilities | 422,524 | X | — | — | — | — | X | 40,843 | X | X
2. | Portfolio | X | X | X | X | X | X | — | X | — | X
Total liabilities | 422,524 | — | — | — | — | — | — | 40,843 | — | —
1. | Expected transactions | X | X | X | X | X | X | X | — | X | X
2. | Financial assets and liabilities portfolio | X | X | X | X | X | X | 7,629 | X | — | —

SECTION 5
Heading 50: Value adjustment to generic hedging of financial liabilities
5.1 Value adjustments to hedged financial liabilities
Value adjustments to hedged liabilities / Values
31 December 2025
30 June 2025
1. Increases in financial liabilities
—
—
2. Decreases in financial liabilities
(9,819)
—
Total
(9,819)
—
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 463
SECTION 6
Heading 60: Tax liabilities
Please see asset section 11.
SECTION 7
Heading 70: Liabilities associated to assets held for sale
Please see asset section 12.
SECTION 8
Heading 80: Other liabilities
8.1 Other liabilities: breakdown

| 31 December 2025 | 30 June 2025
1. Balance of illiquid portfolio items | 372,018 | 326,179
2. Amounts due to tax authorities | 258,318 | 222,085
3. Amounts due to personnel | 388,229 | 320,952
4. Other items | 410,171 | 704,791
- bills for collection | 31,208 | 31,359
- coupons and dividends pending collection | 32,961 | 80,537
- available sums payable to third parties | 258,204 | 458,167
- premiums, grants, and other items in respect of lending transactions | 18,158 | 20,006
- sundry other items (1) | 69,640 | 114,722
Total other liabilities | 1,428,736 | 1,574,007

(1) This includes the liability in respect of the put-and-call agreements relating to Polus Capital, RAM AI and MA.
464 Consolidated Financial Statements as at 31 December 2025
SECTION 9
Heading 90: Provision for statutory end-of-service payments
9.1 Provision for statutory end-of-service payments: changes for the year

| Total | Total
| 31 December 2025 | 30 June 2025
A. Balance at start of period | 18,905 | 20,445
B. Increases | 5,454 | 13,427
B.1 Provisions for the year | 2,173 | 4,807
B.2 Other changes | 3,281 | 8,620
- of which, business combinations | — | —
C. Decreases | 6,508 | 14,967
C.1 End-of-service payments | 920 | 4,482
C.2 Other changes (1) | 5,588 | 10,485
- of which, business combinations | — | —
D. Balance at end of period | 17,851 | 18,905
Total | 17,851 | 18,905

(1) This includes €1,618 in transfers to external defined contribution pension schemes (€3,657 at 30 June 2025).
The Provision for statutory end-of-service payments concerns the companies included in Mediobanca’s consolidation scope residing in Italy; for a detailed explanation of the accounting standards adopted, please refer to Part A – Accounting Policies.
9.2 Other information
The provision for statutory end-of-service payments is configured as a defined benefit plan; the actuarial model used is based on various demographic and economic assumptions.
Please note that the current valuations were made by using a new set of assumptions compared to those used in previous periods, with the aim of aligning Mediobanca and its subsidiaries with the parameters used by the Parent Company MPS. In particular, the main changes concerned:
—updating the mortality table by using the ISTAT 2023 rate, reduced by 20%, replacing IPS55;
—adoption of the EUR Composite AA curve, provided directly by the Parent Company, MPS, as at 31 December 2025, in place of a flat rate consistent with the duration of the liabilities of the former Mediobanca Group.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 465
For some of the assumptions used, reference was made directly to the experience of Mediobanca and its subsidiaries (e.g. estimates of disability incidence, frequency of early retirement, annual increase in rate of remuneration, frequency with which advance withdrawals from the provision are requested, etc.), while for the others, account was taken of the relevant best practice (e.g. the mortality rate was determined by using the ISTAT 2023 life tables, reduced by 20%, mentioned above, whereas the retirement age was determined by taking into account the most recent legislation in this area); for the discount rate, the EUR Composite AA discounting curve as at 31 December 2025 was used as provided by MPS, while the inflation rate used was 2%.
SECTION 10
Heading 100: Provisions for risks and charges
10.1 Provisions for risks and charges: breakdown

Items/Components | 31 December 2025 | 30 June 2025
1. | Provisions for credit risk related to commitments and financial guarantees issued | 20,188 | 19,171
2. | Provisions for other commitments and other guarantees issued | — | 583
3. | Company retirement plans (1) | 182 | 241
4. | Other provisions for risks and charges | 99,999 | 94,602
| 4.1 | legal and tax disputes | 49,304 | 19,511
| 4.2 | personnel expenses | 11,012 | 6,818
| 4.3 | other | 39,683 | 68,273
Total | 120,369 | 114.597

(1) This refers to the pension fund of the Swiss subsidiary RAM AI.
IAS37 requires provisions to be set aside in cases where there is an obligation, whether actual, legal or implicit, the amount of which may be reliably determined and the resolution of which is likely to entail a cash outflow for the company. The amount of the provision is determined from the best estimate, based on experience of similar operations or the opinion of independent experts. The provisions are revised on a regular basis in order to reflect the best current estimate.
As at 31 December, the item "Provisions for risks and charges" amounted to €120.4m, with no significant changes in the component of commitments and financial guarantees (€20.2m), but this led to an increase in "Other provisions for risks and charges" (from €94.6m to €100m) following utilizations of €14.2m and releases to the profit and loss account of €1.7m, partially offset by new provisions (€21.2m).
466 Consolidated Financial Statements as at 31 December 2025
In detail, these provisions cover tax disputes (€30.3m), possible personnel charges on guarantees and indemnities (€16.1m), provisions to cover specific risks arising from complaints (€20.7m) in addition to provisions set aside to encourage personnel turnover (€7.7m) and other miscellaneous risks (€25.2m).
The stock at the end of the year was divided as follows by Company: Mediobanca €44.3m (€46.1m), Mediobanca Premier €29.6m (€27.8m), Compass Banca €17.8m (€9.9 m), Selma €4.5m (€7.1m), MB Credit Solutions €1.1m (€0.6m) and other companies for €2.6m (€3.1m).
With reference to the main legal proceedings, the following should be noted:
⎯Officine Meccaniche Giovanni Cerutti S.p.A. in Bankruptcy and its subsidiary Cerutti Packaging Equipment in Bankruptcy (the “Companies”), each filed a corporate liability action before the Court of Turin against multiple parties, including the former management of the Companies, their supervisory bodies, their controlling bodies, and certain banks (including Mediobanca). The defendants alleged that each of the defendants had contributed to worsening the condition of the liabilities of the Companies declared bankrupt in 2020. With regard to the defendant banks, the Companies, on various grounds, claimed the unlawfulness of a plan pursuant to Article 67 of the (Italian) Bankruptcy Law approved in 2017, under which the banks purportedly continued to provide financial assistance to the Companies, including through the rescheduling of pre-existing loans, despite the Companies’ financial situation being critical at the time, according to the plaintiffs. The total financial claim made by the Companies in the two proceedings, against all jointly and severally liable defendants, is approximately €67.4m. Mediobanca filed an appearance in both proceedings. The first hearings were scheduled for the second and third quarters of 2026. At this time, no provisions have been made, given that the risk of losing the case is not currently considered probable.
⎯Compass Banca has provisions in place to meet customer reimbursement requests for additional charges paid upfront in the event of early debt repayment (known as the Lexitor affair) and other contractual aspects. The current balance of €9.2m takes into account a specific analysis carried out at the end of December;
⎯disputes related to the hiring of bankers and financial advisors and to the indemnity policy, were covered by provisions of €16.1m. Such provisions also include the amount set aside in relation to a legal action brought against Mediobanca Premier by another intermediary, following the transfer of financial advisors to Mediobanca
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 467
Premier, for a claim of €35m, the next hearing of which is scheduled for the first quarter of 2026.
With regard to disputes pending with the Italian Tax Authorities, the following were pending:
⎯three cases were still pending in relation to the alleged failure to apply transparency tax rules as required by the legislation on Controlled Foreign Companies (CFC) on income earned by CMB Monaco and CMG Monaco in the three financial years 2013, 2014 and 2015 (for a total claim of €123.8m considering taxes, penalties and interest demanded), awaiting the hearing before the Court of Cassation due to the Financial Administration appealing the ruling after the Bank won the cases in the first and second level of judgement;
⎯two disputes relating to failure to reimburse interest accrued on VAT credits in leasing transactions (for a value of just under €3m).
The provisions for risks and charges set aside in the financial statements adequately cover the amount mentioned above.
468 Consolidated Financial Statements as at 31 December 2025
10.2 Provisions for risks and charges: changes for the year

| Provisions for other commitments and other guarantees issued | Retirement plans | Other provisions for risks and charges: Personnel expenses | Other provisions for risks and charges:Other | Total
A. Balance at start of period | 583 | 241 | 6,818 | 87,784 | 95,426
B. Increases | — | 553 | 5,446 | 18,492 | 24,491
B.1 Provisions for the year | — | 431 | 4,976 | 14,684 | 20,091
B.2 Changes due to the passage of time | — | — | — | — | —
B.3 Changes due to discount rate differences | — | — | — | — | —
B.4 Other changes | — | 122 | 470 | 3,808 | 4,400
- of which, business combinations | — | — | — | — | —
C. Decreases | 583 | 612 | 1,252 | 17,289 | 19,736
C.1 Uses for the year | 583 | — | 1,252 | 14,437 | 16,272
C.2 Changes due to discount rate differences | — | — | — | — | —
C.3 Other changes | — | 612 | — | 2,852 | 3,464
- of which, business combinations | — | — | — | — | —
D. Balance at end of period | — | 182 | 11,012 | 88,987 | 100,181

10.3 Provisions for credit risk relating to commitments and financial guarantees issued

| Provisions for credit risk related to commitments and financial guarantees issued
| Stage 1 | Stage 2 | Stage 3 | Purchased or originated credit impaired assets | Total
Loan commitments | 16,895 | 2,220 | 318 | — | 19,433
Financial guarantees issued | 755 | — | — | — | 755
Total | 17,650 | 2,220 | 318 | — | 20,188

10.5 Defined benefit retirement pension schemes
This refers to the defined benefit company retirement pension scheme operated by Caisse Bâloise on behalf of RAM AI staff as required by Swiss law. The provision is subject to actuarial quantification by an independent actuary using the Projected Unit Credit Method. The current value of the liability is adjusted by the fair value of any assets to be used under the terms of such plan.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 469
In particular, the “technical” surplus encountered for the first time in June 2022 persisted in the year under review, albeit decreasing, and it led to an adjustment pursuant to IFRIC 14 97 in the same amount and a derecognition of the net liability.
The following Table shows the breakdown of the net defined benefit obligation as at the most recent reporting date (31 December 2025):

| CHF '000 |  | EUR '000
IAS19 Net obligation | 31 December 2025 | 30 June 2025 |  | 31 December 2025 | 30 June 2025
Present value of defined benefit obligation | (9,186) | (21,729) |  | (9,863) | (23,248)
Present value of assets servicing the fund | 9,018 | 20,817 |  | 9,682 | 22,272
Surplus/(deficit) | (337) | (912) |  | (362) | (976)
IFRIC 14 adjustments | — | — |  | — | —
Net carrying (liability)/asset | (337) | (912) |  | (362) | (976)

A sensitivity analysis is performed on the DBO to measure its sensitivity to changes in the main assumptions adopted.
97 Paragraph 64 of IAS19 limits the measurement of an asset serving a defined benefit plan to the lower of the surplus in the defined benefit plan and the asset ceiling. Paragraph 8 of IAS19 defines the asset ceiling as ‘the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan’. Questions arose in regard of the time in which the refunds or reductions in future contributions should be considered available. Under IFRIC 14, the IASB provided the required clarifications by establishing that an entity must determine the availability of a refund or a reduction in future contributions in compliance with the terms and conditions of the plan and the statutory provisions applicable in the jurisdiction in which the plan is in operation. In the case at issue, the independent expert did not find that a right to a refund had arisen for the employees as the amount consisted in a surplus that did not derive from “operational” changes to the fund generating a better economic condition but from changes in valuation rates that had an impact on “Actuarial Gains and Losses” resulting in the reduction and cancellation of the liability without recognizing an asset.
470 Consolidated Financial Statements as at 31 December 2025
SECTION 11
Heading 110: Insurance Liabilities
This section includes liabilities arising from rights and obligations deriving from a group of issued insurance contracts, including reinsurance contracts, whose valuation was made through the recognition and measurement of the following items:
—Liabilities for residual coverage (LRC), which consist in the insured’s indemnity obligation for insurance coverage still in place and, therefore, for insurance services not yet provided;
—Liabilities for incurred claims (LIC), which consist in the indemnity obligation for insured events that have occurred (even if not yet reported) and for insurance services already provided.
—Other components, represented by the sum of receivables and payables arising from rights and obligations defined by insurance contracts issued.
The insurance liabilities presented in this section refer to the subsidiary Compass RE, which primarily reinsures CPI (Credit Protection Insurance) policies, combined with Compass Banca’s consumer credit products, issued by leading insurance companies (primarily METLIFE/ALICO), mainly aimed at covering risks such as: loss of employment, total or permanent disability, and temporary or permanent incapacity to work.
Given the characteristics of the Company’s business, which involves issuing inward reinsurance contracts to cover the risks described above, the Company used the simplified method to measure the liability for residual coverage, namely the premium allocation approach (PAA), given that, among other things, it passed the relevant eligibility test.
LRCs were therefore measured at the valuation date according to the instructions contained in paragraphs 55-58 of IFRS 17, after performing the PAA eligibility test, which proved that the difference between the value of the insurance liability measured using the pro-rata temporis method and the same value measured using the General Model was negligible. The company also decided not to apply a discount rate to cash flows considered in measuring LRCs.
Insurance contracts in place at the measurement date were classified as onerous, potentially onerous, and non-onerous according to appropriate materiality thresholds.
LRCs were measured by considering the premiums collected, after acquisition commissions and other acquisition expenses. For onerous contracts, LRCs were stated after any loss component, accounted for through profit or loss upon recognition.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 471
During the contractual coverage period, LRCs underwent a release process through profit or loss allowing the quantification of the portion of premium collected, after the related acquisition commissions, pertaining to the valuation period to be measured, representing the consideration for the service rendered during the period. LRCs were released using the pro-rata temporis method, which allowed the insurance liability to be reduced as time went by.
Liabilities for incurred claims (LIC) were estimated in accordance with the requirements of IFRS 17, paragraphs 33-37 and B36-B92, and therefore, as required by the General Model. LICs were calculated as the sum of the following items:
—present value of cash flows from incurred claims;
—adjustment for non-financial risks applied to the cash flows referred to in the previous point.
The present value of future cash flows related to incurred claims was measured as the sum of estimated incurred claims, including those not yet reported at the valuation date, and inclusive of settlement costs and of the Risk Adjustment. This value was subject to a time depreciation and discounting process using rates consistent with the requirements of the standard for measuring its present value, in terms of maturity and market observability.
The Risk Adjustment reflected the compensation for non-financial risk, required by Compass RE, due to uncertainties regarding the amount and timing of future cash flows associated with insured events. Compass RE measured the Risk Adjustment using a cost-of-capital approach applied to discounted expected future claims. The risk adjustment was applied only to LIC components.
The interaction between IFRS 17 and IFRS 9 can lead to accounting mismatches between insurance contracts and related financial assets. To reduce such mismatches, IFRS 17 allows the disaggregation of the finance income and expenses of insurance contracts between the Profit and Loss Account and Other Comprehensive Income (OCI). This disaggregation may be performed at the level of contract groups and, for contracts valued using the Premium Allocation Approach, it involves recognizing the effects measured at historical rates through profit or loss and the difference compared to current rates through OCI.
The company did not apply this accounting option, recognizing the entire difference between historical and current rates through profit or loss.
As required by the eighth update to Circular No. 262/2005 of the Bank of Italy, this section contains the tables required by Resolution No. 121 of 7 June 2022 updating decisions issued by IVASS under ISVAP Regulation No. 7 of 13 July 2007 in order to incorporate the new rules introduced by accounting standard IFRS 17 on insurance contracts.
472 Consolidated Financial Statements as at 31 December 2025
The heading Insurance liabilities, as at 31 December 2025, amounted to €80,379,000 in total (€82,422,000 as at 30 June 2025). It should be noted that insurance liabilities are shown after insurance receivables of €5,712,000 and insurance payables of €20,000. The following shows the “Trend in the book value of insurance contracts issued - PAA - liabilities for residual coverage and for incurred claims”.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 473
11.2 Trend in the book value of insurance contracts issued – Premium Allocation Approach (PAA) – liabilities for residual coverage and for claims incurred – Non-Life Segment
31 December 2025

Items/Liabilities | Liabilities for residual coverage | Liabilities for claims incurred | Total
After loss | Loss | Current value of cash flow | Adjustment for non- financial risk
A. Opening carrying amount |  |  |  |  |
1. Insurance contracts issued that constitute liabilities | 73,843 | — | 7,930 | 649 | 82,422
2. Insurance contracts issued that constitute assets | — | — | — | — | —
3. Net carrying amount as at 1 July | 73,843 | — | 7,930 | 649 | 82,422
B. Insurance revenues | (14,028) | — | — | — | (14,028)
C. Costs for insurance services | — | — | — | — | —
1. Claims incurred and other directly attributable costs | — | — | 3,137 | — | 3,137
2. Changes in liabilities for claims incurred | — | — | 39 | (364) | (325)
3. Losses and related recoveries on onerous contracts | — | — | — | — | —
4. Amortization of contract acquisition costs | 1,383 | — | — | — | 1,383
5. Total | 1,383 | — | 3,176 | (364) | 4,195
D. Income from insurance services (B+C) | (12,645) | — | 3,176 | (364) | (9,833)
E. Net financial costs/revenues | — | — | — | — | —
1. Relating to insurance contracts issued | — | — | (38) | — | (38)
1.1 Recorded through profit or loss | — | — | (38) | — | (38)
1.2 Recorded through other comprehensive income | — | — | — | — | —
2. Effects associated with changes in exchange rates | — | — | — | — | —
3. Total | — | — | (38) | — | (38)
F. Investment components | — | — | — | — | —
G. Total amount of changes recorded through profit or loss and other comprehensive income (D+E+F) | (12,645) | — | 3,138 | (364) | (9,871)
H. Other changes | — | — | — | 106 | 106
I. Cash handling | — | — | — | — | —
1. Premiums collected | 12,050 | — | — | — | 12,050
2. Payments in connection with contracts acquisition costs | (1,229) | — | — | — | (1,229)
3. Claims paid and other cash outflows | — | — | (3,099) | — | (3,099)
4. Other changes | — | — | — | — | —
5. Total | 10,821 | — | (3,099) | — | 7,722
L. Net book value at 30 June (A.3+G+H+I.4) | 72,019 | — | 7,969 | 391 | 80,379
M. Closing carrying amount | — | — | — | — | —
1. Insurance contracts issued that constitute liabilities | 72,019 | — | 7,969 | 391 | 80,379
2. Insurance contracts issued that constitute assets | — | — | — | — | —
3. Net carrying amount as at 30 June | 72,019 | — | 7,969 | 391 | 80,379

474 Consolidated Financial Statements as at 31 December 2025
30 June 2025

Items/Liabilities | Liabilities for residual coverage | Liabilities for claims incurred | Total
After loss | Loss | Current value of cash flow | Adjustment for non-financial risk
A. Opening carrying amount |  |  |  |  |
1. Insurance contracts issued that constitute liabilities | 79,252 | — | 10,489 | 24 | 89,765
2. Insurance contracts issued that constitute assets | — | — | — | — | —
3. Net carrying amount as at 1 July | 79,252 | — | 10,489 | 24 | 89,765
B. Insurance revenues | (29,714) | — | — | — | —
C. Costs for insurance services |  |  |  |  |
1. Claims incurred and other directly attributable costs | — | — | 6,506 | — | 6,506
2. Changes in liabilities for claims incurred | — | — | (2,560) | 1,360 | (1,200)
3. Losses and related recoveries on onerous contracts | — | — | — | — | —
4. Amortization of contract acquisition costs | 3,177 | — | — | — | 3,177
5. Total | 3,177 | — | 3,946 | 1,360 | 8,483
D. Income from insurance services (B+C) | (26,537) | — | 3,946 | 1,360 | (21,231)
E. Net financial costs/revenues |  |  |  |  |
1. Relating to insurance contracts issued | — | — | 243 | — | 243
1.1 Recorded through profit or loss | — | — | 243 | — | 243
1.2 Recorded through other comprehensive income | — | — | — | — | —
2. Effects associated with changes in exchange rates | — | — | — | — | —
3. Total | — | — | 243 | — | 243
F. Investment components | — | — | — | — | —
G. Total amount of changes recorded through profit or loss and other comprehensive income (D+E+F) | (26,537) | — | 4,189 | 1,360 | (20,988)
H. Other changes | — | — | — | (735) | (735)
I. Cash handling |  |  |  |  |
1. Premiums collected | 23,490 | — | — | — | 23,490
2. Payments in connection with contracts acquisition costs | (2,362) | — | — | — | (2,362)
3. Claims paid and other cash outflows | — | — | (6,748) | — | (6,748)
4. Total | 21,128 | — | (6,748) | — | 14,380
L. Net book value at 30 June (A.3+G+H+I.4) | 73,843 | — | 7,930 | 649 | 82,422
M. Closing carrying amount |  |  |  |  |
1. Insurance contracts issued that constitute liabilities | 73,843 | — | 7,930 | 649 | 82,422
2. Insurance contracts issued that constitute assets | — | — | — | — | —
3. Net carrying amount as at 30 June | 73,843 | — | 7,930 | 649 | 82,422

The development of claims net of reinsurance is presented below.
Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 475
11.7 Insurance contracts issued - Management of claims before reinsurance - Non-Life segment
Statement as at 31 December 2025

Claims/Time bands | Year | Year | Year | Year | Year | Year | Year | Year | Year | Total
| 30/6/2018 | 30/6/2019 | 30/6/2020 | 30/6/2021 | 30/6/2022 | 30/6/2023 | 30/6/2024 | 30/6/2025 | 31/12/2025 |
A. Cumulative claims paid and other directly attributable costs paid |  |  |  |  |  |  |  |  |  |
1. At the end of the year of occurrence | — | — | — | — | — | — | — | — | 3,076 | X
2. One year later | — | — | — | — | — | — | — | 12 | X | X
3. Two years later |  |  |  |  |  |  |  | X | X | X
4. Three years later | — | — | — | — | — | 5,408 | X | X | X | X
5. Four years later |  |  |  |  | 1 | X | X | X | X | X
6. Five years later | — | — | — | — | X | X | X | X | X | X
7. Six years later | — | — | 1 | X | X | X | X | X | X | X
8. Seven years later | — | 6 | X | X | X | X | X | X | X | X
9. Eight years later | — | X | X | X | X | X | X | X | X | X
10. Nine years later | X | X | X | X | X | X | X | X | X | X
Total cumulative claims paid and other directly attributable costs paid (Total A) | — | 6 | 1 | — | 1 | 5,408 | 3,466 | 12 | 3,076 | 15,244
B. Estimate of final cost of cumulative claims (before reinsurance and not discounted) |  |  |  |  |  |  |  |  |  |
1. At the end of the year of occurrence | — | — | — | — | — | — | — | — | 3,138 | X
2. One year later | — | — | — | — | — | — | — | 4,189 | X | X
3. Two years later | — | — | — | — | — | — | 906 | X | X | X
4. Three years later | — | — | — | — | — | 13,990 | X | X | X | X
5. Four years later | — | — | — | — | 991 | X | X | X | X | X
6. Five years later | — | — | — | — | X | X | X | X | X | X
7. Six years later | — | — | — | X | X | X | X | X | X | X
8. Seven years later | — | — | X | X | X | X | X | X | X | X
9. Eight years later |  | X | X | X | X | X | X | X | X | X
10. Nine years later | X | X | X | X | X | X | X | X | X | X
Estimate of final cost of cumulative claims, not discounted, at the reporting date (Total B) | — | — | — | — | 991 | 13,990 | 906 | 4,189 | 3,138 | 23,213
C. Gross liabilities for claims incurred, not discounted - year of occurrence from T to T9 (Total B - Total A) | — | (6) | (1) | — | 990 | 8.582 | (2.560) | 904 | 61 | 7,969
D. Gross liabilities for claims incurred, not discounted - years prior to T-9 | X | X | X | X | X | X | X | X | — | —
E. Discounting effect | X | X | X | X | X | X | X | X | — | —
F. Effect of adjustments for non-financial risks | X | X | X | X | X | X | X | X | — | 391
G. Gross liabilities for claims incurred in regard of insurance contracts issued | X | X | X | X | X | X | X | X | — | 8.360

476 Consolidated Financial Statements as at 31 December 2025
Statement as at 30 June 2025

Claims/Time bands | Year | Year | Year | Year | Year | Year | Year | Year | Year | Total
| 30/6/2017 | 30/6/2018 | 30/6/2019 | 30/6/2020 | 30/6/2021 | 30/6/2022 | 30/6/2023 | 30/6/2024 | 30/6/2025 |
A. Cumulative claims paid and other directly attributable costs paid |  |  |  |  |  |  |  |  |  |
1. At the end of the year of occurrence | — | — | — | — | — | — | — | — | 3,273 | X
2. One year later | — | — | — | — | — | — | — | 3,466 | X | X
3. Two years later | — | — | — | — | — |  | 5,405 | X | X | X
4. Three years later | — | — | — | — | — | 1 | X | X | X | X
5. Four years later | — | — | — | — | — | X | X | X | X | X
6. Five years later | — | — | — | — | X | X | X | X | X | X
7. Six years later | — | — | — | X | X | X | X | X | X | X
8. Seven years later | — | 1 | X | X | X | X | X | X | X | X
9. Eight years later | — | X | X | X | X | X | X | X | X | X
10. Nine years later | X | X | X | X | X | X | X | X | X | X
Total cumulative claims paid and other directly attributable costs paid (Total A) | — | 1 | — | — | — | 1 | 5,405 | 3,466 | 3,273 | 12,146
B. Estimate of final cost of cumulative claims (before reinsurance and not discounted) |  |  |  |  |  |  |  |  |  |
1. At the end of the year of occurrence | — | — | — | — | — | — | — | — | 4,189 | X
2. One year later | — | — | — | — | — | — | — | 905 | X | X
3. Two years later | — | — | — | — | — | — | 13,991 | X | X | X
4. Three years later | — | — | — | — | — | 991 | X | X | X | X
5. Four years later | — | — | — | — | — | X | X | X | X | X
6. Five years later | — | — | — | — | X | X | X | X | X | X
7. Six years later | — | — | — | X | X | X | X | X | X | X
8. Seven years later | — | — | X | X | X | X | X | X | X | X
9. Eight years later | — | X | X | X | X | X | X | X | X | X
10. Nine years later | X | X | X | X | X | X | X | X | X | X
Estimate of final cost of cumulative claims, not discounted, at the reporting date (Total B) | — | — | — | — | — | 991 | 13,991 | 905 | 4,189 | 20,076
C. Gross liabilities for claims incurred, not discounted - year of occurrence from T to T9 (Total B - Total A) | — | (1) | — | — | — | 989 | 8,586 | (2,516) | 916 | 7,930
D. Gross liabilities for claims incurred, not discounted - years prior to T-9 | X | X | X | X | X | X | X | X | — | —
E. Discounting effect | X | X | X | X | X | X | X | X | — | —
F. Effect of adjustments for non-financial risks | X | X | X | X | X | X | X | X | — | 649
G. Gross liabilities for claims incurred in regard of insurance contracts issued | X | X | X | X | X | X | X | X | — | —

Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 477
SECTION 13
Headings 120, 130, 140, 150, 160, 170 and 180: Group equity
13.1 “Capital” and “Treasury Shares”: breakdown
For the breakdown of Mediobanca and its subsidiaries’ equity, please see part F of the consolidated notes to the accounts.
13.2 Capital – Number of Parent Company shares: changes for the year

Items/Values | Ordinary
A. Shares in issue at the start of the period | 833,279,689
- fully paid up | 833,279,689
- not fully paid up | —
A.1 Treasury shares (-) | (24,706,629)
A.2 Shares in issue: opening balance | 808,573,060
B. Increases | 169,175
B.1 Newly issued shares | —
- for consideration | —
- business mergers | —
- bond conversions | —
- exercise of warrants | —
- other | —
- free of charge: | —
- to employees | —
- to directors | —
- other | —
B.2 Disposals of treasury shares | 169,175
B.3 Other changes | —
C. Decreases | (17,792,032)
C.1 Cancellation | (20,000,000)
C.2 Purchases of treasury shares | 2,207,968
C.3 Disposals of businesses | —
C.4 Other changes | —
D. Shares in issue: closing amount | 806,534,267
D.1 Treasury shares (+) | (6,745,422)
A. Shares in issue at the end of the period | 813,279,689
- fully paid up | 813,279,689
- not fully paid up | —

Please note that the share buyback and cancellation plan approved at the Shareholders' Meeting on 28 October 2024 (with a final value of €385m) ended on 2 July 2025 with the purchase of 24,100,000 shares (2,200,000 after 30 June 2025),
478 Consolidated Financial Statements as at 31 December 2025
20,000,000 of which were cancelled on 31 July 2025. As at 31 December 2025, the number of Mediobanca shares outstanding was 806,500,000, while treasury shares stood at 6,700,000.
Following completion of the Public Exchange Offer (11 September 2025), the amendments to the existing performance share plans became effective. These plans were accelerated pursuant to IFRS2 "Share-based Payment" and transformed into a liability to beneficiaries to be paid in cash, according to the original attribution schedule.
The changes in the Reserve for treasury shares during the year were as follows:

Items/Values | Number of shares | Value (€’000)
Reserve for treasury shares: opening amount at 30 June 2025 | 24,706,629 | 369,631
Increases | 2,207,968 | 42,641
- Newly issued shares | — | —
- Purchases of treasury shares | 2,207,968 | 42,641
- Other changes | — | —
Decreases | 20,169,175 | 308,947
- Cancellations | 20,000,000 | 306,356
- Disposals of treasury shares | 169,175 | 2,591
- Other changes | — | —
Reserve for treasury shares: closing amount at 31 December 2025 | 6,745,422 | 103,325

13.4 Profit reserves: other information

Items/Values | 31 December 2025 | 30 June 2025
Legal reserve | 88,936 | 88,903
Reserve under articles of association | 299,368 | 233,425
Treasury shares | 103,325 | 369,631
Other | 8,344,425 | 7,450,477
Total | 8,836,054 | 8,142,436

Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 479
13.5 Equity instruments: breakdown and annual changes
There is no other information to be disclosed other than that already reported in this section.
SECTION 14
Heading 190: Minority interests
14.1 Heading 210: Minority interests: breakdown

Company Name | 31 December 2025 |  | 30 June 2025
2. RAM Active Investments S.A. | 210 |  | 375
3. Polus Capital Group Ltd. | 14,339 |  | 13,722
4. Other minor | 7 |  | 11
Total | 14,556 |  | 14,108

480 Consolidated Financial Statements as at 31 December 2025
Other Information
1. Commitments and financial guarantees issued

| Nominal value of commitments and financial guarantees issued | Total | Total
| Stage 1 | Stage 2 | Stage 3 | Purchased or originated credit impaired assets | 31 December 2025 | 30 June 2025
1. Loan commitments | 20,877,529 | 175,600 | 1,438 | — | 21,054,567 | 27,163,170
a) Central Banks | — | — | — | — | — | —
b) Public administrations | 6,969,434 | — | — | — | 6,969,434 | 13,824,287
c) Banks | 26,327 | — | — | — | 26,327 | 58,026
d) Other financial companies | 1,648,589 | 40,000 | — | — | 1,688,589 | 2,153,708
e) Non-financial companies | 8,755,340 | 54,354 | 357 | — | 8,810,051 | 7,757,186
f) Households | 3,477,839 | 81,246 | 1,081 | — | 3,560,166 | 3,369,963
2. Financial guarantees issued | 381,454 | 803 | — | — | 382,257 | 251,148
a) Central Banks | — | — | — | — | — | —
b) Public administrations | — | — | — | — | — | —
c) Banks | 42,026 | — | — | — | 42,026 | 12,264
d) Other financial companies | 60,983 | — | — | — | 60,983 | 37,372
e) Non-financial companies | 183,942 | 803 | — | — | 184,745 | 178,102
f) Households | 94,503 | — | — | — | 94,503 | 23,410

Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 481
2. Other commitments and other guarantees issued

| Nominal value | Nominal value
| 31 December 2025 | 30 June 2025
1. Other guarantees issued | 66,073 | 87,256
of which: non-performing exposures | — | —
a) Central Banks | — | —
b) Public administrations | — | —
c) Banks | — | —
d) Other financial companies | 16,749 | 17,329
e) Non-financial companies | 21,764 | 22,736
f) Households | 27,560 | 47,191
2. Other commitments | 126,698 | 124,515
of which: non-performing exposures | — | —
a) Central Banks | — | —
b) Public administrations | — | —
c) Banks | 22,345 | 25,757
d) Other financial companies | 38,729 | 46,095
e) Non-financial companies | 65,624 | 52,663
f) Households | — | —

482 Consolidated Financial Statements as at 31 December 2025
3. Assets established as collateral to secure own liabilities and commitments

Portfolio | Amount | Amount
31 December 2025 | 30 June 2025
1. Financial assets measured at fair value through profit or loss | 8,370,210 | 8,063,048
2. Financial assets measured at fair value through other comprehensive income | 2,797,492 | 3,078,978
3. Financial assets measured at amortized cost | 18,020,064 | 15,413,464
4. Tangible assets | — | —
of which: tangible assets that constitute inventories | — | —
5. Equity investments | 236,449 | —

5. Assets managed on behalf of third parties

Type of service | Amount | Amount
31 December 2025 | 30 June 2025
1. Orders execution on behalf of customers |  |
a) purchases | 30,567,689 | 67,353,107
1. settled | 30,469,448 | 67,266,881
2. not settled | 98,241 | 86,226
b) sales | 25,543,462 | 48,218,135
1. settled | 25,445,221 | 48,131,909
2. not settled | 98,241 | 86,226
2. Portfolio management |  |
a) individual | 8,548,152 | 8,714,893
b) collective | 25,862,484 | 23,665,948
3. Custody and administration of securities |  |
a) third-party securities deposited: relating to depositary banks activities (excluding portfolio management) | 8,506,087 | 8,071,490
1. securities issued by companies included in the area of consolidation | 90,738 | 124,937
2. other securities | 8,415,349 | 7,946,553
b) third-party securities deposited (excluding portfolio management): other | 34,406,186 | 34,256,633
1. securities issued by companies included in the area of consolidation | — | —
2. other securities | 34,406,186 | 34,256,633
c) third-party securities deposited with third parties | 57,157,752 | 22,505,030
d) own securities deposited with third parties | 13,885,698 | 14,704,415
4. Other transactions | 7,766,988 | 7,637,226

Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 483
6. Financial assets subject to netting arrangements or master netting or similar agreements

Instrument type | Gross amount of financial assets (a) | Amount of financial liabilities offset (b) (1) | Net amount of financial assets stated (c=a-b) | Related amounts not offset | Net amount (f=c-d-e) | Net amount
Financial instruments (d) | Cash deposits received as guarantee (e) | 31 December 2025 | 30 June 2025
1. Derivatives | 519,248 | 233,099 | 286,149 | 63,525 | 83,585 | 139,039 | 440,074
2. Reverse Repos | 6,950,296 | — | 6,950,296 | 6,950,296 | — | — | —
3. Securities lending | — | — | — | — | — | — | —
4. Other | — | — | — | — | — | — | —
Total 31 December 2025 | 7,469,544 | 233,099 | 7,236,445 | 7,013,821 | 83,585 | 139,039 | X
Total 30 June 2025 | 9,291,947 | — | 9,291,947 | 8,760,957 | 90,916 | X | 440,074

(1) Relating to transactions in derivative financial instruments with a central counterparty with which there is a master netting agreement in place with daily income computation.
484 Consolidated Financial Statements as at 31 December 2025
7.Financial liabilities subject to netting arrangements or master netting or similar agreements

Instrument type | Gross amount of financial liabilities (a) | Amount of financial assets offset (b) (1) | Net amount of financial liabilities stated (c=a-b) | Related amounts not offset | Net amount (f=c-d-e) | Net amount (f=c-d-e)
Financial instruments (d) | Cash deposits established as guarantee (e) | 31 December 2025 | 30 June 2025
1. Derivatives | 1,780,745 | 233,099 | 1,547,646 | 544,737 | 913,112 | 89,797 | 108,043
2. Repos | 11,696,713 | — | 11,696,713 | 11,696,713 | — | — | —
3. Securities lending | — | — | — | — | — | — | —
4. Other transactions | — | — | — | — | — | — | —
Total 31 December 2025 | 13,477,458 | 233,099 | 13,244,359 | 12,241,450 | 913,112 | 89,797 | X
Total 30 June 2025 | 12,170,713 | 256,089 | 11,914,624 | 10,762,344 | 1,044,237 | X | 108,043

Notes to the Accounts | Part B - Information on the Consolidated Balance Sheet 485
8. Securities lending transactions
The tables below illustrate Mediobanca and its subsidiaries’ operations in securities lending (and borrowing), broken down by type of instrument (sovereign debt, bank bonds and others), market counterparty (banks, financial intermediaries and clients) and form (loan secured by cash, other instruments, or unsecured).
Securities lending transactions for which collateral is put up in the form of cash fully available to the borrower are represented in the balance sheet as amounts due to or from banks or customers under the heading “repos”. Securities lending transactions for which collateral is put up in the form of other instruments, or which are unsecured, are represented as “off-balance-sheet exposures”.

Type of securities lending transaction | Type of security
Government securities | Bank securities | Other securities
1. Securities borrowed with cash collateral – Loans to: | — | 12,140 | 121,352
a) Banks | — | 7,749 | 111,038
b) Financial institutions | — | 4,391 | 10,314
c) Customers | — | — | —
2. Securities lent with cash-collateral – Due to: | (272,568) | (520,429) | (2,363,643)
a) Banks | (272,568) | (520,429) | (2,363,643)
b) Financial institutions | — | — | —
c) Customers | — | — | —
Total securities lending (book value) | (272,568) | (508,289) | (2,242,291)

486 Consolidated Financial Statements as at 31 December 2025

Type of securities lending transaction | Type of security
Government securities | Bank securities | Other securities
1. Securities borrowed with non-cash collateral or unsecured: | 374,116 | 594,226 | 8,179
a) Banks | 153,585 | 593,374 | 7,963
b) Financial institutions | 70,871 | 852 | 182
c) Customers | 149,660 | — | 34
2. Securities lent with non-cash collateral or unsecured: | (1,222,183) | (1,568,084) | (683,325)
a) Banks | (830,828) | (1,568,084) | (492,798)
b) Financial institutions | (391,355) | — | (190,527)
c) Customers | — | — | —
Total securities lending (fair value) | (848,067) | (973,858) | (675,146)

Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 487
Part C - Information on the Consolidated Profit and Loss Account
SECTION 1
Headings 10 and 20: Net interest income
1.1 Interest and similar income: breakdown

Items/Instrument type | Debt securities | Loans | Other transactions | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
1. Financial assets measured at fair value through profit or loss: | 73,562 | 10,351 | — | 83,911 | 164,828
1.1 Financial assets held for trading | 51,127 | 34 | — | 51,159 | 123,573
1.2 Financial assets designated at fair value | 22,435 | 10,317 | — | 32,752 | 41,211
1.3 Other financial assets mandatorily measured at fair value | — | — | — | — | 44
2. Financial assets measured at fair value through other comprehensive income | 84,595 | — | X | 84,595 | 229,842
3. Financial assets measured at amortized cost | 94,612 | 1,581,558 | — | 1,676,170 | 3,491,632
3.1 Due from banks | 731 | 68,622 | X | 69,353 | 220,359
3.2 Due from customers | 93,881 | 1,512,936 | X | 1,606,817 | 3,271,273
4. Hedging derivatives | X | X | — | — | —
5. Other assets | X | X | 7,286 | 7,286 | 15,594
6. Financial liabilities | X | X | X | 2 | 2
Total | 252,769 | 1,591,909 | 7,286 | 1,851,964 | 3,901,898
of which: interest income on impaired financial assets | 297 | 32,862 | — | 33,159 | 48,483
of which: interest income on finance leases | X | 25,858 | X | 25,858 | 65,932

1.2 Interest and similar income: other information
1.2.1 Interest income on financial assets in foreign currencies
As at 31 December 2025, interest income on financial assets in foreign currency amounted to €103m (€303m as at 30 June 2025).
488 Consolidated Financial Statements as at 31 December 2025
1.3 Interest expense and similar charges: breakdown

Items/Instrument type | Payables | Securities | Other transactions | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
1. Financial liabilities measured at amortized cost | (450,487) | (434,994) | — | (885,480) | (1,878,636)
1.1 Due to Central Banks | (3,482) | X | X | (3,482) | (9,556)
1.2 Due to banks | (192,441) | X | X | (192,441) | (410,803)
1.3 Due to customers | (254,564) | X | X | (254,563) | (622,640)
1.4 Securities in issue | X | (434,994) | X | (434,994) | (835,637)
2. Trading financial liabilities | — | — | — | — | —
3. Financial liabilities designated at fair value | (2,686) | (13,222) | — | (15,908) | (33,787)
4. Other liabilities and provisions | X | X | (78) | (78) | —
5. Hedging derivatives | X | X | (71,266) | (71,266) | (137,707)
6. Financial assets (1) | X | X | X | — | —
Total | (453,172) | (448,216) | (71,344) | (972,732) | (2,050,130)
of which: interest expense relating to lease liabilities | (3,469) | X | X | (3,469) | (6,401)

(2) Mostly hedges of funding.
1.4 Interest expense and similar charges: other information
1.4.1 Interest expense on liabilities in foreign currencies
As at 31 December 2025, interest expense on liabilities in foreign currency amounted to €47.2m (€182.2m as at 30 June 2025).
1.5 Margins on hedging transactions

Items | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
A. Positive margins on hedging transactions: | 643,792 | 1,639,404
B. Negative margins on hedging transactions: | (715,058) | (1,777,111)
C. Net balance (A-B) | (71,266) | (137,707)

Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 489
SECTION 2
Headings 40 and 50: Net fee and commission income
2.1 Fee and commission income: breakdown

Type of service/Values | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
a) Financial instruments | 160,909 | 328,684
1. Placement of securities | 100,189 | 207,386
1.1 Underwriting commitment and/or based on an irrevocable commitment | 5,497 | —
1.2 Without an irrevocable commitment | 94,692 | 207,386
2. Receipt and sending of orders and execution of orders on behalf of clients | 17,530 | 33,642
2.1 Receipt and sending of orders for one or more financial instruments | 17,530 | 33,642
2.2 Orders execution on behalf of customers | — | —
3. Other commissions associated with activities linked to financial instruments | 43,190 | 87,656
of which: trading on own account | 12,085 | 24,402
of which: management of individual portfolio | 31,105 | 63,254
b) Corporate Finance | 108,389 | 304,830
1. Advice on mergers and acquisitions | 108,389 | 304,830
2. Treasury services | — | —
3. Other commissions connected with corporate finance services | — | —
c) Advice on investments | 7,502 | 10,058
d) Netting and settlement | — | —
e) Collective portfolio management | 95,348 | 155,146
f) Custody and administration | 15,206 | 40,694
1. Depository bank | — | 7,458
2. Other fees associated with custody and administration | 15,206 | 33,236
g) Central administrative services for collective portfolio management | — | —
h) Fiduciary activities | 3,106 | 6,306
i) Payment services | 24,646 | 40,663
1. Current accounts | 10,054 | 11,105
2. Credit cards | 8,534 | 16,374
3. Debit cards and other payment cards | 4,358 | 9,445
4. Wire transfers and other payment orders | 492 | 1,098
5. Other fees linked to payment services | 1,208 | 2,641
j) Distribution of third-party services | 51,488 | 107,108
1. Collective portfolio management | 5,157 | 7,213
2. Insurance products | 40,531 | 88,787
3. Other products | 5,800 | 11,108
of which: management of individual portfolios | 5,783 | 11,108
k) Structured finance | — | —
l) Securitization servicing | 181 | 525
m) Loan commitments | 35,621 | 79,142
n) Financial guarantees issued | 1,268 | 5,107
of which: credit derivatives | — | —
o) Lending transactions | 18,648 | 36,721
of which: factoring services | 17,546 | 34,562
p) Currency trading | 49 | 90
q) Commodities | — | —
r) Other commission income | 23,788 | 57,295
of which: for the management of multilateral trading facilities | — | —
of which: for the management of organized trading systems | — | —
Total | 546,149 | 1,172,369

490 Consolidated Financial Statements as at 31 December 2025
2.2 Fee and commission expense: breakdown

Services/Amounts | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
a) Financial instruments | (3,516) | (7,783)
of which: securities trading | (2,867) | (7,686)
of which: securities placement | (649) | (97)
of which: management of individual portfolio | — | —
— Own assets | — | —
— Under mandate to third parties | — | —
b) Netting and settlement | — | —
c) Collective portfolio management | (14,704) | (23,518)
1. Own assets | — | —
2. Under mandate to third parties | (14,704) | (23,518)
d) Custody and administration | (2,891) | (6,261)
e) Collection and payment services | (13,896) | (26,186)
of which: credit cards, debit cards and other payment cards | (5,711) | (11,134)
f) Securitization servicing | — | —
g) Borrowing commitments | — | —
h) Financial guarantees received | — | —
of which: credit derivatives | — | —
i) Off-site distribution of financial instruments, products and services | (20,582) | (28,276)
j) Currency trading | — | —
k) Other commission expense | (79,899) | (128,740)
Total | (135,488) | (220,764)

Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 491
SECTION 3
Heading 70: Dividends and similar income
3.1 Dividends and similar income: breakdown

Item/Income | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
Dividends | Similar income | Dividends | Similar income
A. Financial assets held for trading | 21,452 | 21 | 135,623 | 54
B. Other financial assets mandatorily measured at fair value | — | 11,993 | — | 22,824
C. Financial assets measured at fair value through other comprehensive income | 5,100 | 24 | 14,281 | —
D. Equity investments | — | — | — | —
Total | 26,552 | 12,038 | 149,904 | 22,878

492 Consolidated Financial Statements as at 31 December 2025
SECTION 4
Heading 80: Net trading income (expense)
4.1 Net trading income (expense): breakdown

Transactions/Income components | Capital gains (A) | Trading income (B) | Capital losses (C) | Trading losses (D) | Net income (expense) [(A+B) - (C+D)]
1. Trading financial assets | 590,519 | 451,606 | (175,326) | (184,265) | 682,534
1.1 Debt securities | 26,257 | 48,387 | (61,928) | (47,256) | (34,540)
1.2 Equity securities | 563,099 | 401,369 | (113,339) | (135,991) | 715,138
1.3 UCIT units | 1,163 | 1,850 | (59) | (1,018) | 1,936
1.4 Loans | — | — | — | — | —
1.5 Other | — | — | — | — | —
2. Trading financial liabilities | — | — | — | — | —
2.1 Debt securities | — | — | — | — | —
2.2 Payables | — | — | — | — | —
2.3 Other | — | — | — | — | —
3.Financial assets and liabilities: currency exchange gains/losses | X | X | X | X | 8,820
4. Derivative instruments | 1,111,689 | 1,421,889 | (1,647,685) | (1,649,268) | (757,918)
4.1 Financial derivatives: | 682,446 | 1,086,013 | (1,225,007) | (1,325,021) | (776,112)
- On debt securities and interest rates (1) | 242,630 | 490,924 | (176,928) | (486,078) | 70,548
- On equity securities and stock indexes | 421,928 | 573,825 | (795,873) | (790,919) | (591,039)
- On currencies and gold | X | X | X | X | 5,457
- Other (2) | 17,888 | 21,264 | (252,206) | (48,024) | (261,078)
4.2 Credit derivatives | 429,243 | 335,876 | (422,678) | (324,247) | 18,194
of which: natural hedges related to the fair value option | X | X | X | X | —
Total | 1,702,208 | 1,873,495 | (1,823,011) | (1,833,533) | (66,564)

(1)This includes gains of €27,058 on interest rate derivatives (gains of €42,389 at 30 June 2025).
(2)Including derivatives on commodities amounting to €-265.
Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 493
SECTION 5
Heading 90: Net hedging income (expense)
5.1 Net hedging income (expense): breakdown

Income components/Amounts | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
A. Income from: |  |
A.1 Fair value hedging instruments | 1,909,801 | 1,078,592
A.2 Hedged asset items (fair value) | 155,543 | 497,169
A.3 Hedged liability items (fair value) | 238,490 | 67,287
A.4 Cash flow hedging derivatives | — | —
A.5 Assets and liabilities denominated in foreign currency | — | —
Total gains on hedging activities (A) | 2,303,834 | 1,643,048
B. Charges on: |  |
B.1 Fair value hedging instruments | (1,762,524) | (561,844)
B.2 Hedged asset items (fair value) | (373,408) | (370,697)
B.3 Hedged liability items (fair value) | (161,241) | (720,130)
B.4 Cash flow hedging derivatives | — | —
B.5 Assets and liabilities denominated in foreign currency | — | —
Total charges on hedging activities (B) | (2,297,173) | (1,652,671)
C. Net hedging income (expense) (A - B) | 6,661 | (9,623)
of which: income (expense) from hedges on net positions | — | —

494 Consolidated Financial Statements as at 31 December 2025
SECTION 6
Heading 100: Gains (losses) on disposals/repurchases
6.1 Gains (losses) on disposals/repurchases: breakdown

Items/Income components | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
Gains | Losses | Net gains (losses) | Gains | Losses | Net gains (losses)
A. Financial assets |  |  |  |  |  |
1. Financial assets measured at amortized cost | 35,868 | (747) | 35,121 | 21,140 | (22,808) | (1,668)
1.1 Due from banks | — | (364) | (364) | 384 | — | 384
1.2 Due from customers | 35,868 | (383) | 35,485 | 20,756 | (22,808) | (2,052)
2. Financial assets measured at fair value through other comprehensive income | 10,550 | (2,370) | 8,180 | 54,496 | (947) | 53,549
2.1 Debt securities | 10,550 | (2,370) | 8,180 | 54,496 | (947) | 53,549
2.2 Loans | — | — | — | — | — | —
Total assets (A) | 46,418 | (3,117) | 43,301 | 75,636 | (23,755) | 51,881
B. Financial liabilities measured at amortized cost |  |  |  |  |  |
1. Due to banks | — | — | — | — | — | —
2. Due to customers | — | — | — | — | — | —
3. Securities in issue | 222 | (3,377) | (3,155) | 1,544 | (4,756) | (3,212)
Total liabilities (B) | 222 | (3,377) | (3,155) | 1,544 | (4,756) | (3,212)

Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 495
SECTION 7
Heading 110: Net income (expense) from other financial assets and liabilities measured at fair value through profit or loss
7.1 Net change in the value of other financial assets and liabilities measured at fair value through profit or loss: breakdown of financial assets and liabilities designated at fair value

Transactions/Income components | Capital gains (A) | Gains on disposal (B) | Capital losses (C) | Losses on disposal (D) | Net income (expense) [(A+B) - (C+D)]
1. Financial assets | 7,501 | 4,195 | (2,496) | (891) | 8,309
1.1 Debt securities | 6,384 | 4,195 | (2,496) | (891) | 7,192
1.2 Loans | 1,117 | — | — | — | 1,117
2. Financial liabilities | 40,157 | 1,565 | (89,337) | (96,126) | (143,741)
2.1 Securities in issue (1) | 40,157 | 1,565 | (84,004) | (96,126) | (138,408)
2.2 Due to banks | — | — | — | — | —
2.3 Due to customers | — | — | (5,333) | — | (5,333)
3. Foreign-currency denominated financial assets and liabilities: currency exchange gains/losses | X | X | X | X | (2,933)
Total | 47,658 | 5,760 | (91,833) | (97,017) | (138,365)

(1) Valuation which includes issued certificates and collateral exchange options; both cases are covered by derivatives and other financial instruments whose value is measured under heading 80.
7.2 Net change in the value of other financial assets and liabilities measured at fair value through profit or loss: breakdown of other financial assets mandatorily measured at fair value

Transactions/Income components | Capital gains (A) | Gains on disposal (B) | Capital losses (C) | Losses on disposal (D) | Net income (expense) [(A+B) - (C+D)]
1. Financial assets | 18,890 | 1,122 | (13,765) | — | 6,247
1.1 Debt securities | — | 421 | — | — | 421
1.2 Equity securities | — | — | (2,870) | — | (2,870)
1.3 UCIT units | 18,890 | 701 | (10,895) | — | 8,696
1.4 Loans | — | — | — | — | —
2. Financial assets: currency exchange gains/losses | X | X | X | X | (680)
Total | 18,890 | 1,122 | (13,765) | — | 5,567

496 Consolidated Financial Statements as at 31 December 2025
SECTION 8
Heading 130: Net value adjustments (write-backs) for credit risk
8.1 Net value adjustments for credit risk related to financial assets measured at amortized cost: breakdown

Transactions/Income components | Value adjustments (1) | Write-backs (2) | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
Stage 1 | Stage 2 | Stage 3 | Purchased or originated credit impaired assets | Stage 1 | Stage 2 | Stage 3 | Purchased or originated credit impaired assets
Write-offs | Other | Write-offs | Other
A. Due from banks | (83) | — | — | — | — | — | 122 | — | — | — | 39 | 328
— Loans | (82) | — | — | — | — | — | 108 | — | — | — | 26 | 282
— Debt securities | (1) | — | — | — | — | — | 14 | — | — | — | 13 | 46
B. Due from customers | (110,485) | (133,869) | (3,205) | (198,245) | (61) | (26,336) | 140,811 | 73,842 | 76,423 | 16,573 | (164,552) | (232,985)
— Loans | (110,082) | (133,869) | (3,205) | (189,322) | (61) | (26,336) | 140,206 | 67,254 | 76,423 | 16,573 | (162,419) | (233,467)
— Debt securities | (403) | — | — | (8,923) | — | — | 605 | 6,588 | — | — | (2,133) | 482
Total | (110,568) | (133,869) | (3,205) | (198,245) | (61) | (26,336) | 140,933 | 73,842 | 76,423 | 16,573 | (164,513) | (232,657)

Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 497
8.2 Net value adjustments for credit risk related to financial assets measured at fair value through other comprehensive income: breakdown

Transactions/Income components | Value adjustments (1) | Write-backs (2) | Total
Stage 1 | Stage 2 | Stage 3 | Purchased or originated credit impaired assets | Stage 1 | Stage 2 | Stage 3 | Purchased or originated credit impaired assets | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
Write-offs | Other | Write-offs | Other
A. Debt securities | (609) | — | — | — | — | — | 767 | — | — | — | 158 | 2,413
B. Loans | — | — | — | — | — | — | — | — | — | — | — | —
- to customers | — | — | — | — | — | — | — | — | — | — | — | —
- to banks | — | — | — | — | — | — | — | — | — | — | — | —
Total | (609) | — | — | — | — | — | 767 | — | — | — | 158 | 2,413

498 Consolidated Financial Statements as at 31 December 2025
SECTION 9
Heading 140: Gains (losses) from contractual modifications without derecognition
9.1 Gains (losses) from contractual modifications: breakdown
This heading, amounting to €6,000, includes the impact of modifications to contracts for financial assets which, as they do not constitute substantial modifications, under IFRS9 and Mediobanca and its subsidiaries’own accounting policies, do not entail derecognition of the assets but require the modifications to the cash flows provided for contractually to be taken through profit or loss.
Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 499
SECTION 10
Heading 160 - Income from insurance services
This item includes revenues from insurance contracts issued, representing the consideration received for services provided during the financial year. Insurance revenues from insurance contracts issued as at 31 December 2025 amounted to €14,028,000 (€29,714,000 as at 30 June 2025). Insurance costs from insurance contracts issued, amounting to €4,195,000 (€8,483,000 as at 30 June 2025), include expenses related to the insurance contracts issued. Specifically, this item includes claims incurred during the financial year (without investment components) and other directly attributable expenses, changes in liabilities for claims incurred, and losses from groups of onerous insurance contracts. The following table provides a breakdown of insurance revenues and costs arising from insurance contracts issued and a breakdown of costs for insurance services directly and indirectly attributable to insurance contracts.
10.1 Insurance revenues and costs arising from insurance contracts issued - Breakdown

Items/Aggregation level | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
A. Insurance revenues from insurance contracts issued measured according to GMM and VFA |  |
A.1 Amounts related to changes in residual coverage | — | —
1. Claims incurred and other expected insurance service costs | — | —
2. Changes in adjustments for non-financial risk | — | —
3. Gains on contractual services recorded through profit or loss for services provided | — | —
4. Other amounts | — | —
A.2 Acquisition costs of recovered insurance contracts | — | —
A.3 Total insurance revenues from insurance contracts issued measured according to GMM and VFA | — | —
A.4 Total insurance revenues from insurance contracts issued measured according to PAA | 14,028 | 29,714
- Life segment | — | —
- Non-Life / motor segment | — | —
- Non-Life / non-motor segment | 14,028 | 29,714
A.5 Total insurance revenues from insurance contracts issued | 14,028 | 29,714
B. Costs for insurance services from insurance contracts issued – GMM or VFA | — |
1. Claims incurred and other directly attributable costs | — | —
2. Changes in liabilities for claims incurred | — | —
3. Losses on onerous contracts and recovery of such losses | — | —
4. Amortization of insurance contract acquisition costs | — | —
5. Other amounts | — | —
B.6 Total costs for insurance services from insurance contracts issued – GMM or VFA | — | —
B.7 Total costs for insurance services from insurance contracts issued measured according to PAA | (4,195) | (8,483)
- Life segment | — | —
- Non-Life / motor segment | — | —
- Non-Life / non-motor segment | (4,195) | (8,483)
C. Total net costs/revenues from insurance contracts issued (A.5+B.6+B.7) | 9,833 | 21,231

500 Consolidated Financial Statements as at 31 December 2025
10.3 Allocation of costs for insurance services and other services
31 December 2025 (six-month period)

Costs/Aggregation level | Level A1 - with DPF | Level A2 - without DPF | Level A1 + Level A2 | Level A3 | Level A4 | Level A3 + Level A4 | Other
Costs attributed to the acquisition of insurance contracts | — | — | — | (1,383) | — | (1,383) | X
Other directly attributable costs | — | — | — | — | — | — | X
Investment management expenses | X | X | — | X | X | — | —
Other costs | X | X | — | X | X | — | (558)
Total | X | X | — | X | X | (1,383) | (588)

30 June 2025 (twelve-month period)

Costs/Aggregation level | Level A1 - with DPF | Level A2 - without DPF | Level A1 + Level A2 | Level A3 | Level A4 | Level A3 + Level A4 | Other
Costs attributed to the acquisition of insurance contracts | — | — | — | (3,177) |  | (3,177) | X
Other directly attributable costs | — | — | — | — | — | — | X
Investment management expenses | X | X | — | X | X | — | —
Other costs | X | X | — | X | X | — | —
Total | X | X | — | X | X | (3,177) | —

Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 501
SECTION 11
Heading 170: Balance of financial revenues and costs from insurance operations
Net financial costs/revenues relating to contracts issued as at 31 December 2025 amounted to €-38,000 (€-243,000 as at 30 June 2025). Financial costs and revenues relating to insurance contracts issued are shown below.
11.1 Net financial costs and revenues relating to insurance contracts issued

Items/Aggregation level | Level A1 | Level A2 | Level A3 | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
1. Interest accrued | — | — | — | — | —
2. Effect of changes in interest rates and other financial assumptions | — | — | 38 | 38 | (243)
3. Changes in the fair value of the assets underlying contracts measured according to VFA | — | — | — | — | —
4. Effects of changes in exchange rates | — | — | — | — | —
5. Other | — | — | — | — | —
6. Total financial revenues / costs relating to insurance contracts issued, recognized | — | — | 38 | 38 | (243)

The following is a summary of financial and operating results generated by insurance operations in general.
502 Consolidated Financial Statements as at 31 December 2025
11.3 Insurance operations - Net financial income (expense) of investments broken down by life and non-life segment

Items/Operating segments | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
Life segment | Non-Life segment | Total | Life segment | Non-Life segment | Total
| which includes: DPF |  | whic h inclu des: DPF
A. NET FINANCIAL INCOME (EXPENSE) FROM INVESTMENTS | — | — | 3,058 | 3,058 | — | — | 7,093 | 7,093
A.1 Interest income from financial assets measured at amortized cost and at fair value through other comprehensive income | — | — | 3,594 | 3,594 | — | — | 7,385 | 7,385
A.2 Net gains/losses from assets measured at fair value through profit or loss | — | — | — | — | — | — | — | —
A.3 Net value adjustments (write-backs) for credit risk | — | — | 9 | 9 | — | — | 71 | 71
A.4 Other net costs / revenues | — | — | (545) | (545) | — | — | (363) | (363)
A.5 Net capital gains / losses from financial assets measured at fair value through other comprehensive income | — | — | — | — | — | — | — | —
B. NET CHANGE IN INVESTMENT CONTRACTS ISSUED IFRS9 | — | — | — | — | — | — | — | —
A. TOTAL NET FINANCIAL INCOME (EXPENSE) FROM INVESTMENTS | — | — | 3,058 | 3,058 | — | — | 7,093 | 7,093
of which: through profit or loss | — | — | 3,058 | 3,058 | — | — | 7,093 | 7,093
of which: through other comprehensive income | — | — | — | — | — | — | — | —

Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 503
11.4 Insurance business - Summary of profit and loss results broken down by life segment and non-life segment
31 December 2025
30 June 2025
Summary of results/Operating segments
Life Segment
Non-life Segment
Total
Life Segment
Non-life Segment
Totale
A. Financial results
A.1 Amounts recognised in profit or loss
—
3,096
3,096
—
6,850
6,850
1. Total net gains/losses on investments
—
3,058
3,058
—
7,093
7,093
2. Net financial income/expenses from insurance contracts
—
38
38
—
(243,0)
(243)
3. Total
—
3,096
3,096
—
6,850
6,850
A.2 Amounts recognised in other comprehensive income
1. Total net gains/losses on investments
—
—
—
—
—
—
2. Net financial income/expenses from insurance contracts
—
—
—
—
—
—
3. Total
—
—
—
—
—
—
B. Net insurance result and financial income/expenses
1. Net insurance service result
—
9.833
9.833
—
21.231
21.231
2. Total net gains/losses on investments
—
3.058
3.058
—
7.093
7.093
3. Net financial income/expenses from insurance contracts
—
38
38
—
(243)
(243)
4. Total
—
12.929
12.929
—
28.081
28.081
504 Consolidated Financial Statements as at 31 December 2025
SECTION 12
Heading 190: Administrative expenses
12.1 Personnel costs: breakdown

Type of expense/Sectors | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
1) Employees: | (466,735) | (840,716)
a) wages and salaries | (317,361) | (614,134)
b) social security contributions | (67,494) | (127,266)
c) severance pay | (2,173) | (4,807)
d) social security costs | — | —
e) provisions for statutory end-of-service payments | (10,103) | (19,229)
f) provisions for retirement plans and similar provisions: | (6) | (17)
- defined-contribution | — | —
- defined-benefit (1) | (6) | (17)
g) payments to external pension funds: | (9,334) | (20,177)
- defined-contribution | (9,334) | (20,177)
- defined-benefit | — | —
h) expenses resulting from share-based payments(2) | (18,825) | (16,070)
i) other employee benefits | (41,429) | (39,016)
2) Other personnel in service | (4,239) | (7,911)
3) Directors and Statutory Auditors | (5,758) | (7,894)
4) Early retirement costs | — | —
Total | (476,732) | (856,521)

(1) This figure refers to the benefit deriving from the “curtailment cost” and the “Plan amendments” decided by Caisse Bâloise.
(2) This refers to the early termination of the Performance Share plans and the Long Term Incentive (LTI) plan.
12.2 Average number of employees by category

| 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
Employees: |  |
a) Senior executives | 604 | 570
b) Middle managers | 2,584 | 2,381
c) Other employees | 2,238 | 2,271
Other personnel | 392 | 374
Total | 5,818 | 5,595

Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 505
12.5 Other administrative expenses: breakdown

Type of service/Values | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
OTHER ADMINISTRATIVE EXPENSES |  |
- legal, tax and professional services | (54,504)* | (67,874)
- loan recovery activity | (30,759) | (60,625)
- marketing and communications | (26,832) | (54,309)
- real property expenses | (11,489) | (22,121)
- EDP | (94,881) | (204,367)
- info-providers | (31,787) | (64,695)
- bank charges, collection and payment fees | (17,317) | (33,139)
- operating expenses | (32,746) | (61,976)
- other personnel costs | (8,973) | (21,239)
- other (1) | (15,233) | (30,001)
- indirect taxes and duties | (87,252) | (162,475)
Total other administrative expenses | (411,773) | (782,821)

* This includes €24.6m in costs related to OPS expenses.
SECTION 13
Heading 200: Net transfers to provisions for risks and charges
13.1 Net transfers for credit risk related to loan commitments and financial guarantees issued: breakdown

| 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
| Provisions | Reallocation of surplus | Total | Total
Loan commitments | (9,364) | 8,401 | (963) | (482)
Financial guarantees issued | (121) | 67 | (54) | 2,156
Total | (9,485) | 8,468 | (1,017) | 1,674

13.2 Net transfers related to other commitments and other guarantees issued: breakdown

| 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
| Provisions | Reallocation of surplus | Total | Provisions | Reallocation of surplus | Total
Other commitments | — | — | — | (33) | — | (33)
Other guarantees issued | — | 583 | 583 | — | — | —
Total | — | 583 | 583 | (33) | — | (33)

506 Consolidated Financial Statements as at 31 December 2025
13.3 Net transfers to other provisions for risks and charges: breakdown

| 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
| Provisions | Reallocation of surplus | Total
1. Other provisions |  |  |  |
1.1 Legal disputes | (3,160) | 1,103 | (2,060) | (1,905)
1.2 Personnel expenses | (770) | 29 | (741) | 516
1.3 Other | (11,329) | 464 | (10,862) | (5,694)
Total | (15,259) | 1,596 | (13,663) | (7,083)

SECTION 14
Heading 210: Net value adjustments (write-backs) to tangible assets
14.1 Net value adjustments to tangible assets: breakdown
Depreciation
Impairment losses
Write-backs
Net gains (losses)
Assets/Income components
(a)
(b)
(c)
(a + b - c)
A. Tangible assets
1 Core tangible assets
(40,139)
—
—
(40,139)
- Owned
(10,568)
—
—
(10,568)
- Right-of-use assets acquired through lease
(29,571)
—
—
(29,571)
2 Held for investment purposes
—
—
—
—
- Owned
—
—
—
—
- Right-of-use assets acquired through lease
—
—
—
—
3 Inventories
X
—
—
—
Total
(40,139)
—
—
(40,139)
Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 507
SECTION 15
Heading 220: Net value adjustments (write-backs) to intangible assets
15.1 Net value adjustments (write-backs) to intangible assets: breakdown

Assets/Income components | Amortization | Impairment losses | Write-backs | Net gains (losses)
(a) | (b) | (c) | (a + b - c)
A. Intangible assets |  |  |  |
of which: software | (14,900) | — | — | (14,900)
A.1 Own property assets | (17,789) | (12,327) | — | (30,116)
- Generated by the company internally | — | — | — | —
- Other | (17,789) | (12,327) (1) | — | (30,116)
A.2 Right-of-use assets acquired through lease | — | — | — | —
Total | (17,789) | (12,327) | — | (30,116)

‘(1) This concerns the trademark write-down resulting from the acquisition of RAM. For further details, please refer to Section 10 – Assets of these Notes to the Account.
508 Consolidated Financial Statements as at 31 December 2025
SECTION 16
Heading 230: Other operating income (expense)
16.1 Other operating expenses: breakdown

Type of service/Values | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
a) Leases | (5,350) | (9,031)
b) Sundry costs and expenses (1) | (29,453) | (110,831)
Total other operating expenses | (34,803) | (119,862)

(1) This item includes the provision for the share of ordinary and extraordinary dividends attributable to minority interests, as well as interests (interest B) attributable to minority partners in the Arma Partnership (€10.9m).
16.2 Other operating income: breakdown

Type of service/Values | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
a) Amounts recovered from customers | 81,630 | 145,940
b) Leases | 4,788 | 8,848
c) Other income (1) | 342,562 | 170,830
Total other operating income | 428,980 | 325,618

(1) This item includes valuations on listed EUAS certificates (positive for €278.1m as at 31 December 2025). The certificates are fully hedged by forward derivative contracts neutralizing the market risk associated with the underlying asset. The economic effects of these contracts are reflected in item 80 "Net trading income (loss)" of €-265m (€-29.3m as at 30 June 2025).
Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 509
SECTION 17
Heading 250: Gains (losses) on equity investments
17.1 Gains (losses) on equity investments: breakdown

Income components/Sectors | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
1) Joint ventures |  |
A. Income | — | —
1. Write-ups | — | —
2. Gains on disposal | — | —
3. Write-backs | — | —
4. Other gains | — | —
B. Expenses | (350) | (1,136)
1. Write-downs | (350) | (1,136)
2. Impairment losses | — | —
3. Losses on disposal | — | —
4. Other expenses | — | —
Net gains (losses) | (350) | (1,136)
2) Companies under significant influence |  |
A. Income | 272,704 | 498,900
1. Write-ups | 272,704 | 498,900
2. Gains on disposal | — | —
3. Write-backs | — | —
4. Other gains | — | —
B. Expenses | (2,019) | (943)
1. Write-downs | (2,019) | (943)
2. Impairment losses | — | —
3. Losses on disposal | — | —
4. Other expenses | — | —
Net gains (losses) | 270,684 | 497,957
Total | 270,335 | 496,821

510 Consolidated Financial Statements as at 31 December 2025
SECTION 18
Heading 260: Net income (expense) from fair value measurement of tangible and intangible assets
18.1 Net income (expense) from fair value measurement or estimated realizable value of tangible and intangible assets: breakdown

Assets/Income components | Write-ups | Write-downs | Currency exchange differences | Net gains (losses)
Gains | Losses
(a) | (b) | (c) | (d) | (a-b+c-d)
A. Tangible assets | 1,236 | (199) | — | — | 1,037
A.1 Core tangible assets: | — | — | — | — | —
- Owned | — | — | — | — | —
- Right-of-use assets acquired through lease | — | — | — | — | —
A.2 Held for investment purposes: | 1,236 | (112) | — | — | 1,124
- Owned | 1,236 | (112) | — | — | 1,124
- Right-of-use assets acquired through lease | — | — | — | — | —
A.3 Inventories | — | (87) | — | — | (87)
B. Intangible assets | — | — | — | — | —
B.1 Own assets: | — | — | — | — | —
- Generated by the company internally | — | — | — | — | —
- Other | — | — | — | — | —
B.2 Right-of-use assets acquired through lease | — | — | — | — | —
Total | 1,236 | (199) | — | — | 1,037

Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 511
SECTION 19
Heading 270: Value adjustments to goodwill
19.1 Value adjustments to goodwill: breakdown

Income components | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
Value adjustments to goodwill | (51,200) | (4,385)

SECTION 20
Heading 280: Gains (losses) on disposal of investments
20.1 Gains (losses) on disposal of investments: breakdown

Income components/Sectors | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
A. Real property | 607 | (51)
- Gains on disposal | 607 | —
- Losses on disposal | — | (51)
B. Other assets | — | 1
- Gains on disposal | — | 1
- Losses on disposal | — | —
Net gains (losses) | 607 | (50)

512 Consolidated Financial Statements as at 31 December 2025
SECTION 21
Heading 300: Income tax for the year on ordinary activities
21.1 Income tax for the year on ordinary activity: breakdown

Income components/Sectors | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
1. Current taxes (-) | (139,370) | (327,062)
2. Changes in current taxes for previous years (+/-) | (54) | 17,831
3. Reduction in current taxes for the year (+) | — | —
3.bis Reduction in current taxes for the year due to tax credits pursuant to Law No. 214/2011 (+) | — | —
4. Changes in prepaid taxes (+/-) | 4,846 | (127,192)
5. Changes in deferred taxes (+/-) | (15,720) | (8,023)
6. Taxes on income for the year (-) (-1+/-2+3+3 bis+/-4+/-5) | (150,298) | (444,446)

In general, for IRES (corporate income tax) purposes, the tax loss generated by a company not participating in a tax consolidation may be calculated as a decrease in the income earned in subsequent years, in an amount not exceeding 80% of the taxable income for each period. In other words, the loss incurred in a financial year will generate future tax savings which, under certain conditions, may be presented for accounting purposes through the entry of credits for deferred tax assets. Within a tax consolidation, on the other hand, the share of tax losses incurred by a member company which is covered by the income earned by the other participating companies generates an immediate tax saving, which is recognized as income by the company that contributed the loss.
Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 513
21.2 Reconciliation between theoretical and effective tax burden

| 31 December 2025 (six-month period)
| Value in % | Absolute value
Profit (loss) before tax | 100.–% | 663,545
Theoretical tax rate (tax saving) | 27.50% | 182,476
Dividends (-) | -0.21% | (1,380)
Gains on equity-accounted investments (-) | -12.97% | (86,056)
Other tax rates (non-financial and non-Italian companies) (+/-) | -0.10% | (663)
Non-taxable income 10% IRAP and staff cost (-) | -0.20% | (1,347)
Impairment (+/–) | 3.21% | 21,325
Extraordinary items | -1.89% | (12,510)
Other changes (+/-) | 1.81% | 12,023
TOTAL IRES | 17.16% | 113,868
IRAP |  |
Theoretical rate and theoretical tax | 5.57% | 36,960
Changes | 0.08% | 530
IRAP (regional tax on production activities) | 5.49% | 36,430
TOTAL HEADING | 22.65% | 150,298

SECTION 23
Heading 340: Net profit (loss) attributable to minority interests
23.1 Heading 340: Net profit (loss) attributable to minority interests: breakdown

Company Name | 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period)
1. RAM Active Investments S.A. | 172 | (59)
2. Polus Capital Group Ltd. | (834) | (941)
Total | (662) | (1,000)

514 Consolidated Financial Statements as at 31 December 2025
SECTION 25
Earnings per share
25.1 Average number of ordinary shares on a diluted basis*

| 31 December 2025 (six-month period) | 30 June 2025 (twelve-month period) |
Net profit | 512,588 | 1,331,501 |
Average number of shares in issue | 806,492,964 | 808,531,757 |
Average number of potentially diluted shares | — | 5,973,973 |
Average number of diluted shares | 806,492,964 | 814,505,730 |
Earnings per share | 0.64 | 1.65 |
Earnings per share, diluted | 0.64 | 1.63 |

(*) The number of shares does not include shares not yet formally assigned as at 31 December (see Part I).
Notes to the Accounts | Part C - Information on the Consolidated Profit and Loss Account 515
Part D – Consolidated comprehensive income
Statement of consolidated comprehensive income

| Items | 31 December 2025 | 30 June 2025 *
Net amount | Net amount
10. | Profit (Loss) for the year | 513,250 | 1.332.501
| Other comprehensive income not reclassified through profit or loss |  |
20. | Equity securities designated at fair value through other comprehensive income: | 5,875 | (1.598)
| a) fair value changes | (56,224) | (63.369)
| b) transfers to other equity items | 62,099 | 61.771
30. | Financial liabilities designated at fair value through profit or loss (own creditworthiness changes): | (16,109) | 7.695
| a) fair value changes | (16,109) | 7.695
| b) transfers to other equity items | — | —
40. | Hedge accounting of equity securities designated at fair value through other comprehensive income: | — | —
| a) fair value changes (hedged instrument) | — | —
| a) fair value changes (hedging instrument) | — | —
50. | Tangible assets | 233,965 | —
60. | Intangible assets | — | —
70. | Defined-benefit plans | 850 | (117)
80. | Non-current assets and asset groups held for sale | — | —
90. | Portion of valuation reserves of equity-accounted investments | (3,849) | 5.389
100. | Financial revenues or costs relating to insurance contracts issued | — | —
110. | Income taxes relating to other income items not reclassified through profit or loss | — | —
| Other income items through profit or loss |  |
120. | Hedging of foreign investments: | — | —
| a) fair value changes | — | —
| b) through profit or loss | — | —
| c) other changes | — | —
130. | Currency exchange gains / losses: | (6,405) | (3.179)
| a) value changes | — | —
| b) through profit or loss | — | —
| c) other changes | (6,405) | (3.179)
140. | Cash flow hedging: | 29,938 | (179.718)
| a) fair value changes | 29,938 | (179.718)
| b) through profit or loss | — | —
| c) other changes | — | —
| of which: income (expense) from net positions | — | —
150. | Hedging instruments (non-designated items): | — | —
| a) value changes | — | —
| b) through profit or loss | — | —
| c) other changes | — | —
160. | Financial assets (other than equity securities) measured at fair value through other comprehensive income: | (286) | 50.895
| a) fair value changes | 8,567 | 58.272
| b) through profit or loss | (8,853) | (7.377)
| - credit risk adjustments | (106) | (1.615)
| - gains/losses on disposals | (8,747) | (5.762)
| c) other changes | — | —
170. | Non-current assets and asset groups held for sale: | — | —
| a) fair value changes | — | —
| b) through profit or loss | — | —
| c) other changes | — | —
180. | Portion of valuation reserves of equity-accounted investments: | (15,878) | (23.984)
| a) fair value changes | — | —
| b) through profit or loss | — | —
| - impairment losses | — | —
| - gains/losses on disposals | — | —
| c) other changes | (15,878) | (23.984)
190. | Financial revenues or costs relating to insurance contracts issued | — | —
| a) fair value changes | — | —
| b) through profit or loss | — | —
| c) other changes | — | —
200. | Financial revenues or costs relating to insurance contracts ceded | — | —
| a) fair value changes | — | —
| b) through profit or loss | — | —
| c) other changes | — | —
210. | Income taxes relating to other income items through profit or loss | — | —
220. | Total other income items | 228,101 | (144.617)
230. | Comprehensive income (Item 10+190) | 741,351 | 1.186.839
240. | Consolidated comprehensive income attributable to minority interests | 664 | 1.045
250. | Consolidated comprehensive income attributable to the parent company | 740,687 | 1.187.884

* The data from the previous financial year have been restated following the optional change in accounting policy adopted with regard to the valuation method for fixed assets held for investment purposes (from cost to fair value), as required by the relevant accounting standards.
516 Consolidated Financial Statements as at 31 December 2025
Part E – Information on risks and related hedging policies
FOREWORD
As part of Mediobanca and its subsidiaries’ risks governance process, a key role is played by the Risk Management unit, which identifies, measures and monitors all the risks to which Mediobanca and its subsidiaries are exposed, and manages and mitigates them in co-ordination with the various business areas. The unit’s main duties and responsibilities are described below, along with its characteristics in terms of independence, plus an indication of the role of the other company units in risk management.98
For the qualitative disclosure, please refer to Section 2 - Consolidated prudential risks.
SECTION 1
Consolidated accounting risks
The accounting consolidation area includes the line-by-line consolidation of the subsidiary Compass RE (insurance companies), of the subsidiaries excluded from the Banking Group as per the Register of Banking Groups of the Bank of Italy (Compass Rent and MBContact Solutions), and of minor subsidiaries (CMG Monaco SAM, Quarzo S.r.l., MBUSA, MB Immobiliere, Spafid Trust, Compass Link, Arma Deutschland GmbH and SPV Project 2224 S.r.l.), which due to immateriality, as provided for in Article 19 of the CRR,99 are, instead, consolidated with the equity method within the prudential scope of application.
98 With regard to credit risk, please refer to the information in section 2 “Risks of the prudential consolidation” - subsection 1.1 Credit risk – Qualitative information: paragraph 2 Credit risk management policies; with regard to market risk, please refer to paragraph 1.2 Market risks; with regard to exchange rate risk, please refer to paragraph 1.2.3 Exchange rate risk; with regard to liquidity risk, please refer to paragraph 1.4 Liquidity risk; with regard to operational risks, please refer to paragraph 1.5 Operational risks.
99 Article 19 of the CRR provides that the following entities are excluded from the scope of prudential consolidation: subsidiaries or undertakings where the total amount of assets and off-balance-sheet items is less than the smaller of the following two amounts: a) €10m; b) 1% of the total amount of assets and off-balance-sheet items of the parent undertaking or the undertaking that holds the investment.
Notes to the Accounts | Part E – Information on risks and related hedging policies 517
QUANTITATIVE INFORMATION
A. Credit quality
A.1 Non-performing and performing exposures: amounts, value adjustments, trends and segmentation by earnings
A.1.1 Financial assets by portfolio and credit quality (book value)

| Portfolio/quality | Bad loans | Unlikely to pay | Overdue non-performing exposures | Overdue performing exposures | Other performing exposures (*) | Total
1. | Financial assets measured at amortized cost | 34,736 | 298,428 | 139,103 | 322,761 | 70,359,496 | 71,154,524
2. | Financial assets measured at fair value through other comprehensive income | — | — | — | — | 4,915,726 | 4,915,726
3. | Financial assets designated at fair value | — | — | — | — | 1,506,408 | 1,506,408
4. | Other financial assets mandatorily measured at fair value | — | — | — | — | 7,630 | 7,630
5. | Financial assets held for sale | — | — | — | — | — | —
Total | 31 December 2025 | 34,736 | 298,428 | 139,103 | 322,761 | 76,789,260 | 77,584,288
Total | 30 June 2025 | 35,538 | 306,324 | 126,788 | 301,947 | 76,345,597 | 77,116,194

Overdue performing exposures concern overdue performing loans and mainly refer to the Private division (€152.5m, 0.2% of total performing loans of the segment) and to the Factoring division (€51.9m, i.e. 0.07%). The item also includes net exposures being renegotiated under the terms of collective agreements amounting to €38.9m, fully attributable to the mortgage loan segment. Of the overdue performing loans, the instalments actually unpaid stood at 23% (gross value of €83.6m).
518 Consolidated Financial Statements as at 31 December 2025
A.1.2 Financial assets by portfolio/credit quality (gross/net values)

Portfolio/quality | Non-performing | Performing | Total (Net exposure)
Gross exposure | Overall value adjustments | Net exposure | Overall partial write-offs* | Gross exposure | Overall value adjustments | Net exposure
1. | Financial assets measured at amortized cost | 1,173,735 | (701,468) | 472,267 | 257,556 | 71,292,268 | (610,011) | 70,682,257 | 71,154,524
2. | Financial assets measured at fair value through other comprehensive income | — | — | — | — | 4,917,494 | (1,768) | 4,915,726 | 4,915,726
3. | Financial assets designated at fair value | — | — | — | — | X | X | 1,506,408 | 1,506,408
4. | Other financial assets mandatorily measured at fair value | — | — | — | — | X | X | 7,630 | 7,630
5. | Financial assets held for sale | — | — | — | — | — | — | — | —
Total 31 December 2025 | 1,173,735 | (701,468) | 472,267 | 257,556 | 76,209,762 | (611,779) | 77,112,021 | 77,584,288
Total 30 June 2025 | 1,175,091 | (706,441) | 468,650 | 239,016 | 75,609,027 | (625,183) | 76,647,544 | 77,116,194

Portfolio/quality | Assets with obviously poor credit quality | Other assets
Accumulated capital losses | Net exposure | Net exposure
1. Financial assets held for trading | — | — | 10,114,116
2. Hedging derivatives | — | — | 161,471
Total | 31 December 2025 | — | — | 10,275,587
Total | 30 June 2025 | — | — | 11,684,619

Notes to the Accounts | Part E – Information on risks and related hedging policies 519
Information on sovereign debt exposures
A.1.2a Exposures to sovereign debt securities by state and portfolio (*)

Portfolio/quality | Non-performing assets | Performing | Total net exposure (1)
Gross exposure | Individual adjustments | Portfolio adjustments | Net exposure | Gross exposure | Portfolio adjustments | Net exposure
1. Financial assets held for trading | — | — | — | — | X | X | 1,220,283 | 1,220,283
Italy | — | — | — | — | X | X | 1,164,125 | 1,164,125
United States | — | — | — | — | X | X | (1,473) | (1,473)
France | — | — | — | — | X | X | 171,910 | 171,910
Germany | — | — | — | — | X | X | (9,852) | (9,852)
Other | — | — | — | — | X | X | (104,427) | (104,427)
2. Financial assets measured at fair value through other comprehensive income | — | — | — | — | 4,151,526 | — | 4,151,526 | 4,151,526
Italy | — | — | — | — | 2,624,440 | — | 2,624,440 | 2,624,440
United States | — | — | — | — | 336,942 | — | 336,942 | 336,942
France | — | — | — | — | 496,162 | — | 496,162 | 496,162
Germany |  |  |  |  | 306,143 |  | 306,143 | 306,143
Other | — | — | — | — | 387,839 | — | 387,839 | 387,839
3. Financial assets measured at amortized cost | — | — | — | — | 4,135,928 | — | 4,135,928 | 4,135,928
Italy |  |  |  |  | 3,034,722 | — | 3,034,722 | 3,034,722
United States |  |  |  |  | 366,141 |  | 366,141 | 366,141
France |  |  |  |  | 617,105 |  | 617,105 | 617,105
Germany |  |  |  |  | 42,943 |  | 42,943 | 42,943
Other |  |  |  |  | 75,017 | — | 75,017 | 75,017
Total 31 december 2025 | — | — | — | — | 8,287,454 | — | 9,507,737 | 9,507,737

(*) This does not include financial or credit derivatives.
(¹) The net exposure includes positions in securities (long and short) measured at fair value (including the outstanding accrual) except for assets held to maturity which are measured at amortized cost, whose implied fair value is €122m.
520 Consolidated Financial Statements as at 31 December 2025
A.1.2b Exposures to sovereign debt securities by portfolio of financial assets (*)

Portfolio/qu ality | Trading Book (1) | Banking Book
Nominal Value | Book value | Contract duration | Nominal Value | Book value | Fair Value | Contract duration
Italy | 1,066,484 | 1,164,125 | 2.87 | 5,829,600 | 5,659,162 | 5,776,460 | 8.18
Germany | (1,000) | (1,473) | (2.80) | 710,638 | 703,083 | 702,819 | 0.87
France | 402,150 | 171,910 | 24.25 | 1,352,553 | 1,113,267 | 1,120,226 | 9.27
United States | (10,981) | (9,852) | 4.62 | 350,000 | 349,086 | 347,882 | 4.27
Other | (40,266) | (104,427) | — | 481,700 | 462,856 | 462,802 | —
Total 31 december 2025 | 1,416,387 | 1,220,283 |  | 8,724,491 | 8,287,454 | 8,410,189 |

(*)This figure does not include forward sales with a notional amount of €628m.
(¹) This item does not include sales on the Bund/Bobl/Schatz future (Germany) for €41m (with a positive fair value of €0.3m) and sales on the BTP future (Italy) for €571m (with a negative fair value of €1.4m); moreover, net hedging purchases of €391m, €223m of which attributable to Germany country risk, were not counted.
B. Information on structured entities
In accordance with the provisions of IFRS12, Mediobanca treats the entities it sets up in order to achieve a limited and well-defined objective regulated by contractual agreements that often impose narrow restrictions on the decision-making powers of its governing bodies as structured entities (i.e. special purpose vehicles, SPV, or special purpose entities, SPE). Such entities are structured to ensure that the voting rights (or similar) are not the main factor in establishing who controls them (the relevant activities are often governed by contractual agreements agreed when the entity itself is structured and are therefore difficult to change).
B.1 Consolidated structured entities
As stated in Part A – Section 3 of the Notes to the Accounts, the securitization SPVs instituted pursuant to Italian Law No. 130/99, namely Quarzo S.r.l. (within the Consumer division), MB Funding Lux S.A., a company incorporated under Luxembourg law (wholly-owned by Mediobanca S.p.A.), and SPV Project 2224 S.r.l 100. (within the Factoring division) are included in the area of consolidation.
100 As stated in Part A “Scope of consolidation”, the company falls within Mediobanca’s scope of consolidation, as control has been established in accordance with the provisions of IFRS 10.
Notes to the Accounts | Part E – Information on risks and related hedging policies 521
B.2 Structured entities not consolidated in accounting terms
Mediobanca has no other interests in the capital of structured entities to report, apart from the stock units held in UCITs in connection with its activities as sponsor (Premier Mediobanca, CMB Monaco, Polus Capital Management and RAM Active Investments) and as investor in funds promoted by Mediobanca S.p.A., which include Seed Capital activities for funds managed by subsidiary companies.
B.2.1 Structured entities consolidated prudentially
As at 31 December 2025, there was no disclosure to be made as no instances of this type of interest apply.
B.2.2 Other structured entities
QUALITATIVE INFORMATION
Operations are performed through special purpose vehicles (SPVs), as follows:
UCITS
With regard to RAM Active Investments SA funds, Mediobanca S.p.A. subscribed to investments for a NAV of €183.6m (€178.8m as at 30 June 2025), namely RAM Global Sustainable Income Equities (€19.5m), RAM Stable Climate Global Equities (€36.2m), RAM Global Multi-Asset (€43.4m), Palladium FCP - RAM Mediobanca Strata UCITS Credit (€84.5m); all of the above investments are UCITS established under Luxembourg law with a NAV calculated daily, to which direct investments of €4.0m should be added.
With regard to Polus Capital Management, Mediobanca and Mediobanca International subscribed investments with a NAV of €232.8m (€212.3m as at 30 June last). Specifically, Mediobanca invested €35.6m in the European CLO vehicles CLI Holdings I (€3.3m), CLI Holdings II (€28.8m), and PLI III (€3.5m), in addition to
522 Consolidated Financial Statements as at 31 December 2025
investments in the US company (CLO US) totalling €41.1m.101 and in PELF Fund (€79,7m). Mediobanca International Luxembourg invested €68.4m in the Polus Special Situation Fund 102 (of which €11.7m in the EUR segment and €56.7m in the USD segment)103. Finally, direct investments €8.1m by the company Polus should be noted.
With regard to the funds managed by Mediobanca SGR and Mediobanca Management Company, Mediobanca and Mediobanca Premier subscribed to funds with a total NAV of €44.1m (€43.2m as at 30 June 2025), which includes €13.9m subscribed by Mediobanca S.p.A. and €30.3m subscribed by Mediobanca Premier in three funds: i.e. Mediobanca Global Multi-Asset 30 (€10.2m), Mediobanca R-Co Valor (€10.1m), and Mediobanca Step In Equity 100 (€10m).
Mediobanca also invests in the Negentropy RAIF fund, an alternative investment fund incorporated under Luxembourg law managed by Negentropy Capital Partners Limited, with an investment of €44.3m (€54.9m as at 30 June last).
The process of delegating and sub-delegating investment activities, along with the broad powers of discretion afforded to delegates and the temporary nature of the investments mean that the ability to impact on returns stipulated by IFRS10 as a precondition for establishing control of SICAVs does not apply in these cases; hence Mediobanca does not have direct control.
Asset-backed SPEs
The entities in this case have been set up to acquire, build or manage physical or financial assets, for which the prospect of recovering the credit concerned depends largely on the cash flows to be generated by the assets.
101 €27.5m of which subscribed by the Parent Company and €13.6m directly by Polus.
102 With regard to the PSSF structure, investments are made through three Feeder funds (société en commandite spéciale) denominated in various currencies (USD, EUR, GBP) and flow into a Master fund (also société en commandite spéciale) denominated in Euros which implements the investment strategy. The General Partner of the fund is Polus Special Situations Fund (GP) S.A.R.L, which is responsible for the operation of the fund, but does not make investments and has no economic interest in it. Polus Capital Management Limited is the Portfolio Manager of PSSF.
103 Regarding distressed assets, in September 2024, Polus signed a strategic partnership with one of the leading sovereign wealth funds, which undertook to invest in several Special Situations strategies.
Notes to the Accounts | Part E – Information on risks and related hedging policies 523
As part of its ordinary lending operations, Mediobanca and its subsidiaries finance asset-backed SPEs but without holding any form of direct equity stake or interest in them, hence this does not qualify as acting as sponsor.
Hold to Collect lending transactions, recorded under asset Heading 40, “Financial assets measured at amortized cost – due from customers: composition”, in which Mediobanca and its subsidiaries are the sole lender, involve an amount of €501.7m.
524 Consolidated Financial Statements as at 31 December 2025
QUANTITATIVE INFORMATION

Balance-sheet item/SPE type | Accounted for under asset heading | Total assets(A) | Accounte d for under liability heading | Total liabilities(B) | Net asset value (NAV)(C=A-B) | Maximum exposure to risk of loss(D) | Difference between exposure to risk of loss and NAV(E=D-C)
Polus European Loan Fund | Financial assets mandatorily measured at fair value | 79,695 | — | — | 79,695 | 79,695 | —
Cairn Loan Investments Holding I | Financial assets mandatorily measured at fair value | 3,278 | — | — | 3,278 | 3,278 | —
Cairn Loan Investments Holding II | Investments measured using the Equity Method under IAS 28 | 28,819 | — | — | 28,819 | 28,819 | —
Polus Special Situations Fund | Financial assets mandatorily measured at fair value | 3,465 | — | — | 3,465 | 3,465 | —
US CLOs | Financial assets mandatorily measured at fair value | 68,390 | — | — | 68,390 | 68,390 | —
Other Cairn Funds | Financial assets mandatorily measured at fair value | 41,096 | — | — | 41,096 | 41,096 | —
RAM Mediobanca Strata UCITS Credit Fund | Financial assets mandatorily measured at fair value | 8,105 | — | — | 8,105 | 8,105 | —
RAM - Asia Bond Total Return | Financial assets mandatorily measured at fair value | 84,525 | — | — | 84,525 | 84,525 | —
RAM - Global Sustainable Income Equities | Financial assets mandatorily measured at fair value | 19,535 | — | — | 19,535 | 19,535 | —
RAM - Global Multi-Asset | Financial assets mandatorily measured at fair value | 43,419 | — | — | 43,419 | 43,419 | —
RAM Stable Climate Global Equities | Financial assets mandatorily measured at fair value | 36,177 | — | — | 36,177 | 36,177 | —
Mediobanca Alliance Bernstein American Growth Portfolio | Financial assets mandatorily measured at fair value | 10,054 | — | — | 10,054 | 10,054 | —
Mediobanca Global Multi-Asset 30 | Financial assets mandatorily measured at fair value | 10,248 | — | — | 10,248 | 10,248 | —
Mediobanca DWS Concept K | Financial assets mandatorily measured at fair value | 9,992 | — | — | 9,992 | 9,992 | —
Mediobanca Social Impact | Financial assets mandatorily measured at fair value | 8,825 | — | — | 8,825 | 8,825 | —
Mediobanca Euro High Yield | Financial assets mandatorily measured at fair value | 5,030 | — | — | 5,030 | 5,030 | —
Negentropy RAIF Fund | Financial assets mandatorily measured at fair value | 44,273 | — | — | 44,273 | 44,273 | —
CMG Funds | Financial assets mandatorily measured at fair value | 84 | — | — | 84 | 84 | —
Asset Backed | Financial assets at amortized cost | 501,718 | — | — | 501,718 | 501,718 | —

Notes to the Accounts | Part E – Information on risks and related hedging policies 525
B.2 Leveraged finance transactions
According to the ECB definition, the scope of Leveraged Transactions includes exposures to counterparties with a sub-investment grade rating whose total gross committed debt to EBITDA ratio, at the time of disbursement, exceeds 4 times (if it exceeds 6 times, the transactions are classified as "Highly Leveraged Transactions") and are controlled (control or ownership of more than 50% of the share capital) by a Financial Sponsor.
As at 31 December, the total exposure to Leveraged Transactions was €2,152m;104 of this, Highly Leveraged Transactions (HLT) exposures amounted to €1,018m. The total scope of Leveraged Transactions represents approximately 10% of the overall Corporate Loan portfolio, with a share of exposures rated "B" below 15%. Leveraged Transactions accounted for 29% of Common Equity Tier 1 (CET1) of Mediobanca and its subsidiaries, of which HLT exposures represented 15%.
104 This represents performing and impaired exposures (€6m) and includes off-balance sheet exposures (commitments and derivatives) amounting to €579m.
526 Consolidated Financial Statements as at 31 December 2025
SECTION 2
Prudential consolidation risk 105
1.1 CREDIT RISK
QUALITATIVE INFORMATION
Although risk management is the responsibility of each individual business unit, the Risk Management Unit presides over the functioning of the Group’s risk system, defining the appropriate global methodologies for measuring risks, current and future, in conformity with the regulatory requirements and the Group’s own operating choices identified as part of the Risk Appetite Framework (RAF), monitoring risks, and ascertaining that the various limits established for the various business lines are complied with.
Risk Management is organized through local units at the premises of various subsidiaries respecting the principle of proportionality. Such local units are actively coordinated by Mediobanca's Risk Management unit. The Group Risk Management unit, which reports directly to the CEO under the supervision of the Group Chief Risk Officer, is comprised of the following organizational units: i) Risk Integration, responsible for overseeing the Group’s capital and liquidity adequacy, coordinating the cross-divisional ICAAP and ILAAP processes and implementing an ongoing management system within the risk management framework, particularly the RAF. The unit also monitors IRRBB and CSRBB risks and oversees the Resolution Plan; ii) Credit Risk Management, responsible for the general orientation and governance of credit risk, ensures the development and supervision of credit risk measurement methodologies, defines management frameworks and processes (granting, monitoring, classification and evaluation) and monitors the performance of the credit portfolio; iii) Credit Analysis, which is responsible for carrying out credit risk analysis, assigning internal ratings to counterparties and measuring the loss given default parameter; iv) Market Risk Management, which is responsible for monitoring market and counterparty risks and validating fair value methodologies; v) Non-Financial Risk Management, responsible for managing operational and fraud risks, risks related to the distribution of investment products and services to customers, IT and cyber security risks, as well as outsourcing risks; vi) Internal Validation & Control, which defines the methodologies, processes, tools, and reports used in internal validation activities, validates the Group’s risk measurement systems, and defines and carries
105 Compass RE, Compass Rent, MBContact Solutions, CMG Monaco SAM, Quarzo S.r.l., MBUSA, MB Immobiliere, Spafid Trust, Compass Link, Arma Deutschland Gmbh, and SPV Project 2224 S.r.l. were excluded from the scope of prudential consolidation. Please see Section 1 - Consolidated Accounting Risks in this Part E.
Notes to the Accounts | Part E – Information on risks and related hedging policies 527
out control activities on the Parent Company’s main credit processes; vii) Risk Coordination, which supports the Chief Risk Officer and the Risk unit in their relationships with Senior Management and corporate bodies, as well as with the risk management units of Group companies; plans and monitors risk management projects and issues involving various specialized units and defines the framework for managing ESG impacts across various risk verticals.
With regard to the authorization process for the use of internal models for the calculation of regulatory capital requirements due to credit risk, please refer to paragraph “E. Prudential consolidation – credit risk measurement models”.
528 Consolidated Financial Statements as at 31 December 2025
2. Credit risk management policies
2.1 Organizational aspects
Mediobanca has put in place a risk governance and control system which is structured across a variety of organizational units involved in the process, with a view to ensuring that all relevant risks to which the Group is or might be exposed are managed effectively, and at the same time guarantee that all forms of operations are consistent with their own risk appetite.
The Board of Directors, in view of its role of strategic supervision within the framework of management and coordination activities to be performed by the holding company Banca Monte dei Paschi di Siena, is responsible for approving strategic guidelines and directions of the risk appetite framework (RAF), the adoption of Internal Rating Systems (IRB), business and financial plans, budgets, and risk management and internal control policies.
The Risk and Sustainability Committee assists the Board of Directors in performing monitoring and investigation duties in respect of internal controls, risk management (including climate-related and environmental risks), accounting IT infrastructure, and sustainability topics. The Statutory Audit Committee supervises the risk management and control system as defined by the RAF and the internal controls system, assessing the effectiveness of the structures and units involved in the process and coordinating them.
As part of Mediobanca’s risk governance system, the following managerial committees have specific responsibilities in the processes of taking, managing, measuring and controlling risks: Group Risk Management Committee, responsible for issuing guidance in respect of all risks (not including the risk of conduct); Credit and Market Committee, with decision-making powers over credit, counterparty and market risks; New Operations Committee, for the preventive evaluation of new activities and approval of the entry into new sectors, new products and related pricing models.
Notes to the Accounts | Part E – Information on risks and related hedging policies 529
2.2 Management, measurement and control systems
In the process of defining its Risk Appetite Framework (“RAF”), Mediobanca has determined the level of risk (overall and by individual type) which it intends to assume in order to pursue its own strategic objectives, and has identified the metrics to monitor and the relevant tolerance thresholds and risk limits. The RAF is the framework which links risks to the company’s strategy (translating mission and strategy into qualitative and quantitative risk variables) and risk objectives for the company’s operations (translating risk objectives into limits and incentives for each area).
As required by the prudential regulations, the formalization of risk objectives, through definition of the RAF, which are consistent with the maximum risk that can be taken, the business model and strategic guidance is a key factor in establishing a risk governance policy and internal controls system with the objective of enhancing the bank’s capability in terms of governing its own company risks, and also ensuring sustainable growth over the medium and long term. In this connection, the Group has developed a Risk Appetite Framework governance model which identifies the roles and responsibilities of the Corporate Bodies and units involved, with co-ordination mechanisms instituted to ensure the risk appetite is suitably incorporated into the management processes.
In the process of defining its Risk Appetite, the Parent Company:
⎯identifies the risks which it is willing to assume;
⎯defines, for each risk, the objectives and limits in normal and stressed conditions;
⎯identifies the action necessary to bring the risk back within the set objective.
To define the RAF, based on the strategic positioning and risk profile set by the Group as its objective, the Risk Appetite statement is structured into metrics and risk thresholds, to be identified with reference to the following framework risk pillars, in line with best international practice: capital adequacy, liquidity profile adequacy, profitability, credit risk and asset quality, market risks, interest rate risk on the banking book and non-financial risks. The Board of Directors has a proactive role in defining the RAF, guaranteeing that the expected risk profile is consistent with the Strategic Plan, budget, ICAAP and Recovery Plan, and structured into adequate and effective metrics and limits. For each pillar analysed, the risk assumed is set against a system of objectives and limits representative of the regulatory restrictions and the Group’s general attitude towards risk, as defined in accordance with the strategic
530 Consolidated Financial Statements as at 31 December 2025
planning, the internal capital adequacy assessment process (ICAAP), the internal liquidity adequacy assessment (ILAAP) and risk management processes.
In addition to identifying and setting the risk appetite parameters, the Bank also governs the mechanisms regulating the governance and processes for establishing and implementing the RAF, in terms of updating/reviewing, monitoring, and reporting to the Committees and Corporate Bodies. Based on its operations and the markets in which it operates, the Group has identified the relevant risks to be submitted to specific assessment in the course of the reporting for the ICAAP (Internal Capital Adequacy Assessment Process),106 appraising its own capital adequacy from both a present and future perspective which takes into account the strategies and development of the reference scenario. As required by the provisions of the Capital Requirements Directive IV (“CRD IV”), the Group prepares an Internal Liquidity Adequacy Assessment Process document (ILAAP), describing the set of policies, processes and instruments put in place to govern liquidity and funding risks. The Group’s objective is to maintain a level of liquidity that enables it to meet ordinary and extraordinary payment obligations, while minimizing costs at the same time. The Group’s liquidity management strategy is based on the desire to maintain an appropriate balance between potential inflows and potential outflows, in the short and the medium/long term, by monitoring both regulatory and management metrics, in accordance with the risk profile defined as part of the RAF.
106 In line with the provisions of the Bank of Italy contained in Circular No. 285 "Supervisory instructions for banks" of 17 December 2013 and subsequent updates.
Notes to the Accounts | Part E – Information on risks and related hedging policies 531
2.3 Methods for measuring expected losses
Under IFRS9 “Financial Instruments”, assets not measured at fair value on a regular basis (i.e. financial assets and liabilities measured at amortized cost and off-balance sheet exposures) must be tested for impairment based on expected losses.
The internal rating models are the baseline instrument for determining the risk parameters to be used in calculating expected losses, subject to the regulatory indicators being adjusted for aspects which are not suitable to be used directly in an accounting environment (e.g. in some cases reconverting the data to reflect a “point-in-time” approach). Under IFRS9, expected losses are calculated as the product of the PD, LGD and EAD metrics. This calculation is based on the residual life for instruments that have undergone a significant risk deterioration (referred to as "Stage 2") or that show objective signs of deterioration ("Stage 3") and over a 12-month horizon for instruments that do not fall into the previous categories ("Stage 1"). For off-balance sheet exposures, credit conversion factors arising from internal models are used to calculate expected losses; if there are no specific models, the factors associated with the standard EAD calculation are used.
Qualitative and quantitative criteria have been adopted to establish whether there has been a significant increase in credit risk (SICR), using backstop indicators, such as accounts which are thirty or more days overdue or have been classified as forborne, to assess whether or not they should be treated as Stage 2. Furthermore, cases of low-risk instruments at the date of observation, compatible regardless of the classification at Stage 1 (referred to as low credit risk exemption), are identified if an investment grade rating (at least BBB- on the Standard & Poor's scale) or a corresponding internal estimate of the probability of default equal to 0.3% is used.
Consistent with the options granted by the Standard, a change in forward-looking PD is used as the benchmark quantitative metric for measuring Significant Increases in Credit Risk (SICR) for the purpose of identifying positions to be classified as Stage 2 by comparing the lifetime PD between the reference and origination dates with a consistently defined PD variation range for the transfer to Stage 2; this range, as well as the qualitative elements observed, are specific to each Group legal entity.
Provisioning reflects the sum of the expected credit losses (over a time horizon of twelve months or based on a lifetime approach 107 depending on the relevant Stage),
107 The lifetime approach considers, whenever possible, the contractual maturity of the exposure. For products which do not have a contractual expiry date (e.g. credit cards, bill repayment plans, cancellable credit lines, current accounts or overdrafts on current account), the calculation is made over a 12-month time horizon.
532 Consolidated Financial Statements as at 31 December 2025
discounted at the effective interest rate. The expected credit loss is the result of a joint assessment of three scenarios, a baseline scenario and two alternative scenarios, which are updated at least semi-annually. In particular, with reference to 31 December 2025, the scenarios and related weights provided by the Parent Company Banca Monte dei Paschi di Siena were applied for all Entities.
Moreover, additional provisions ("overlays") are used to cover risks not captured by the current framework for calculating expected credit losses.
The approach of Mediobanca and its subsidiaries to the impairment of financial instrument is governed by specific internal regulations, which were revised and implemented during the previous financial year, among other things, with the aim of strengthening overlay governance, both in terms of the decision-making process and in terms of possible scenarios. This approach was further strengthened during the current half year by defining monitoring and backtesting metrics aimed at ensuring its validity through quantitative and qualitative assessments of performance, including staging criteria.
The parameters used to quantify the expected credit loss, as well as the regulatory risk parameters, are subject to regular evaluation by corporate units. Specifically, the Validation unit interacts continuously with the Development units in regard of the main methodological developments/solutions of the IFRS9 framework applied within the Group, including the process of defining and categorizing overlays; changes classified as "material" were subjected to a validation assessment prior to use. More specifically, during the half-year period, the assessments focused on the IFRS9 framework adopted by Mediobanca Premier, with a primary focus on the PD satellite model, lifetime SICR methodology, and back-testing on ECL and all the parameters underlying the calculation.
Notes to the Accounts | Part E – Information on risks and related hedging policies 533
2.4 Credit risk mitigation techniques
Mediobanca and its subsidiaries have put in place a system for managing credit risk mitigation techniques, which covers the entire process of obtaining, assessing, supervising and implementing the mitigation instruments in use. The requirements for eligibility of collateral and guarantees are set out in Regulation (EU) 575/2013 of the European Parliament and of the Council as amended (the “CRR”). The Group has also compiled specific criteria by which collateral not recognized for regulatory purposes may in any case be recognized at the operating level as effective to mitigate credit risk.
The use of financial instruments or of moveable and immoveable assets as collateral and of personal guarantees is widespread in lending activity. Specifically:
⎯mortgage guarantees: when mortgages are taken out, valuations are required from independent experts; specific procedures are also in place to calculate the fair value of the asset and monitor it at regular intervals, based on market indicators furnished by external information providers; further valuations are also required in cases where significant departures are noted from the most recent valuation available;
⎯pledges: pledges are valued according to the market value for listed financial instruments, or on the basis of their expected realizable value; prudential haircuts are then applied to the values thus calculated which differ according to the financial instruments over which the pledge has been made.
Risk mitigation policies have been adopted by entering into netting and collateral agreements, verifying whether the agreements are legally valid and meet the regulatory criteria to be recognized for prudential purposes.
Credit Risk Mitigation activities are governed by specific Directives issued by Mediobanca and its subsidiary companies concerned. The specific nature of the products originated by the individual businesses and the forms of collateral securing them, as well as the different organizational models necessarily adopted by the various Group Legal Entities, means that different CRM processes must coexist. In particular, the phases of obtaining the collateral, checking, reporting and assessing its eligibility may be performed by different units. However, the role of Risk Management unit in setting eligibility criteria for regulatory and management purposes remains central, and the Mediobanca Risk Management unit is responsible for supervising overall consistency in this area. Controls of the mitigation instruments are included in the general risk control and management framework.
534 Consolidated Financial Statements as at 31 December 2025
In Private Banking in particular, the situations most at risk have been identified, and for “Lombard” credit in particular work has begun quickly on restoring the collateral margins typically associated with this form of credit. The overall exposure reflects portfolio diversification to provide guarantee and the haircuts applied when measuring the value of the guarantee.
3. Non-performing credit exposures
Mediobanca and its subsidiaries in general are known for their prudent approach to risk, which is reflected at the consolidated level in the fact that their overdue exposure levels are among the lowest in the Italian national panorama. The Group’s management of non-performing loans also helps to keep their level low on the books, including the use of different options typically available, such as disposals (of both individual assets and portfolios), collateral enforcement, and negotiation of restructuring agreements.
The concepts of “default” in the legislation on regulatory capital requirements, “non-performing” in supervisory reporting, and Stage 3 (“credit-impaired”) assets in accounting legislation have been brought together in a single, homogeneous definition. In this regard, the Group has implemented the EBA Guidelines on the adoption of the definition of default (EBA/GL/2016/07), Delegated Regulation (EU) 2018/171 of the Commission of 19 October 2017, and Regulation (EU) 2018/1845 of the ECB of 21 November 2018. In line with these principles, instances of assets which qualify as “non-performing” include:
⎯exposures identified using the 90 days past due principle, based on which the regulations referred to above have standardized the calculation criteria in use at EU level (in particular with reference to the applicable materiality thresholds, and the irrelevance of which instalment in particular is established as being past due for calculation purposes);
⎯cases in which the credit obligation has been sold, leading to material losses in relation to the credit risk;
⎯debt restructuring which entails a cost, i.e. restructuring the debt of a borrower who is in or is about to encounter difficulties in meeting their own financial obligations, which may imply a significantly reduced financial obligation;
⎯cases of insolvency or other systems of protection covering all creditors or all unsecured creditors, the terms and conditions of which have been approved by a judge in a court of law or another competent institution;
Notes to the Accounts | Part E – Information on risks and related hedging policies 535
⎯instances identified through other indicators of a borrower being unlikely to pay, such as the enforcement of guarantees, breach of given financial leverage ratios, negative evidence in information systems such as central credit databases, or the borrower’s sources of income suddenly becoming unavailable.
This approach is adopted differently within Mediobanca and its subsidiaries, which, depending on the specific monitoring processes they have implemented, may choose to report non-performing positions before the 90 days past due status by running individual analyses or applying automatic algorithms. Equally, the accounting measurement of non-performing exposures may reflect either the analysis of individual positions, or be based on identifying clusters of similar positions, depending on the specific nature of the Group company’s business.
At the monitoring stage, the write-off for credit losses on financial assets is also assessed, i.e. when in part or in whole. Those write-offs are possible even before completion of the legal action to recover the asset, and this does not necessarily entail waiving the legal right to recover the amount.
In order to adequately monitor the management of NPL portfolios, in recent years, several measures have been issued by the Regulator for the purpose of directing the financial sector towards minimizing their stocks of non-performing portfolios and speeding up recovery. On 26 April 2019, the European Parliament published an amendment to Regulation (EU) 575/2013 (CRR) in the Official Journal with the inclusion of rules to be applied for the coverage of NPLs (referred to as Calendar Provisioning) deriving from loans granted starting from the date of issue of the amended Regulation.
536 Consolidated Financial Statements as at 31 December 2025
4 Financial assets subject to commercial renegotiations and forbearance measures
Financial assets may be subject to contractual amendments based primarily on two different needs: maintaining a mutually satisfactory commercial relationship with clients, or re-establishing/improving the credit position of customers who are facing, or about to face, difficulties in complying with the commitments they have entered into.
The former case, defined as commercial renegotiation, recurs when the client might want to end the relationship, as a result of its credit quality and of favourable market conditions. In a situation such as this, changes can be made at the client’s initiative or on a preventative basis in order to maintain the relationship with the client by improving the commercial terms offered, without prejudice to a satisfactory return on the risk and in compliance with the general strategic objectives (e.g. in terms of target customers).
The second case, which corresponds to the notion of forbearance measure, is detected in accordance with specific regulations when contractual amendments are made or refinancing arrangements are entered into.
For an exposure to be classified as forborne, Mediobanca and its subsidiaries assess whether or not such concessions (typically rescheduling expiry dates, suspending payments, refinancing or waivers of covenants) occur as a result of a situation of financial difficulty, actual or potential (if concessions are not granted), of more than thirty days past due. Assessment of the borrower’s financial difficulties is based primarily on individual analysis carried out as part of the corporate banking and leasing business, whereas certain predefined conditions apply in the case of consumer credit activities, (in the presence of minimal signals such as a queue, always considered forbearance, or slight but repeated delays in association with negative evidence on external databases, the default classification is carried out) and real estate mortgages (for example, detection of job loss, cases of serious illness, divorce/separation).
Both non-performing exposures and exposures whose difficulties are still compatible with their being treated as performing may be classified as forborne. However, as described in the previous sections, a position being assigned the status of “forborne” is considered to be incompatible with its being treated as Stage 1. For this reason, based on the regulations on supervisory statistical reporting, there is a minimum period of time during which an exposure can be classified as “forborne” and this is reflected in the prudential transitions between Stages 1, 2 and 3. For instance,
Notes to the Accounts | Part E – Information on risks and related hedging policies 537
when concessions have been made in respect of Stage 2 exposures, these exposures cannot return to Stage 1 in less than two years, in line with the minimum duration requirement of two years provided for the “forborne performing exposure” status (during this period, the status can only be downgraded to reflect the exposure’s transition to non-performing). Similarly, exposures in Stage 3 cannot return to Stage 1 in less than three years, in line with the one-year duration requirement for “forborne non-performing exposure” status, followed (unless the non-performing status needs to be prolonged) by the two-year minimum duration requirement for the “forborne performing exposure” status.
To return to Stage 1, exposures must give proof of having fully recovered their credit quality and the conditions requiring them to be classified as “forborne” must have ceased to apply. Accordingly, monitoring activities over transitions to Stages 2 or 3 are the same as monitoring activities over exposures which have not moved from Stage 1. However, “forborne” exposures that have returned from Stage 3 to Stage 2 are subject to enhanced monitoring, providing that if there is a delay of more than thirty days in payment or if a new forbearance measure is applied, the exposure will immediately return to Stage 3 for prudential purposes.
538 Consolidated Financial Statements as at 31 December 2025
5 Details by business segment
Corporate activity
Mediobanca’s internal system for managing, evaluating and controlling its credit risk exposure reflects its traditional policy based on prudence and a highly selective approach: risk assumption is based on an analytical approach grounded on an extensive knowledge of the entrepreneurial, asset and management operations of each financed company, as well as of the economic framework in which it operates. During the analysis, all the necessary documentation was acquired in order to carry out an adequate assessment of the borrower’s credit quality and define the correct remuneration of the risk assumed; the analysis included assessments of the duration and amount of credit lines, monitoring of suitable collateral and use of contractual commitments (covenants) aimed at preventing the deterioration of the counterparty’s credit quality.
With reference to the correct adoption of Credit Risk Mitigation techniques, specific activities are implemented to define and meet all the requirements to ensure that the real and personal guarantees have the maximum mitigating effects on the exposures.
To determine credit risk, the counterparties are analysed, and an internal rating is assigned by the Risk Management unit on the basis of internal models which take into account the specific quantitative and qualitative characteristics of the counterparty. The proposed transactions are also subject to the application of LGD models where appropriate.
Loans originated by the business divisions are appropriately assessed by the Risk Management unit and regulated in accordance with the powers for approval and management of the most significant transactions, through screening at different operating levels.
At least annually, the Risk Management unit also reviews the ratings assigned to counterparties and newly examines the approved credit facilities.
Expected credit losses is calculated individually for non-performing items and based on PD and LGD indicators of the performing portfolio.
For individual provisioning, valuations based on discounted cash flows and ratio analysis balance sheet are applied to businesses under the going-concern assumption, while an asset valuation is used in case of liquidation.
Notes to the Accounts | Part E – Information on risks and related hedging policies 539
With regard to performing loans, the PD parameters are obtained starting from the through-the-cycle rating approach used to develop the internal rating model which is then converted to the point-in-time approach. LGDs are also calculated according to the model developed for regulatory purposes, subsequently subtracting the elements most closely related to the requirements for internal models, including, in particular, the downturn effect, indirect costs and any additional prudential elements. Lastly, the forward-looking component is the result of the risk indicators applied to the macroeconomic scenarios defined internally.
In terms of monitoring the performance of individual credit exposures, Mediobanca has adopted an early warning system to identify a list of counterparties (known as the “watch list”) requiring in-depth analysis on account of their potential or obvious weaknesses. The exposures identified are then classified by level of alert (Amber or Red for performing accounts, Black for non-performing items) and are reviewed regularly to identify the most appropriate mitigation actions to be taken. Inclusion of the counterparty in the watch list is used to provide qualitative information regarding allocation to Stage 2, which includes counterparties classified as “Amber” or “Red”. All forborne positions are also subject to specific monitoring; it should be noted that they are also classified in the watch list.
Leases
Risk evaluation is in general based on individual investigations that are conducted using similar methods to those required for Corporate Banking. Furthermore, for small-denomination transactions, valuation and approval are required through the use of a credit-scoring model developed according to an historical series, differentiated by product type and by legal nature of the counterparty (type of requesting company).
The activities of analysis, disbursement, monitoring, and credit risk control are significantly supported by the Company’s Information System; the asset being leased is also subject to a technical assessment.
With a view to aligning risk management with the current complex financial and market scenario, the approval rights have also been revised and the measurement and control processes enhanced through the institution of regular valuations of performing loans, including from an early warning perspective for the possible inclusion of the counterparty in the watch list. Disputes are managed in a variety of ways which
540 Consolidated Financial Statements as at 31 December 2025
prioritize either recovery of the amount owed or the asset under lease, according to the specific risk profile of the account concerned.
The quantification of provisions for non-performing accounts requires individual analysis to establish the estimated loss, taking into account the protection value of the assets resulting from regularly updated expert valuations, prudentially revised downwards, and any other form of collateral. Scenarios referred to selling strategies are also factored in. The portfolio of performing assets is valued on the basis of internal PD and LGD parameters. To define the PD parameters, through-the-cycle transition matrices for the management models based on internal data are used, which are then converted to point-in-time versions. The forward-looking component is factored in by applying the internally-adopted macroeconomic scenarios to the PD estimates. The LGD estimates for the exposures differ according to type of product (vehicle leasing, core goods, yachts and property) and are subjected to the same internally-adopted macroeconomic scenarios to obtain forward-looking data.
The criteria for the transition of leasing transactions to Stage 2 include the PD increase quantitative method, the classification of forborne performing positions, positions 30 days past due and, for shared counterparties, the evidence deriving from the Parent Company’s watch list for Corporate customers (counterparties classified as “Amber” or “Red” will be included in Stage 2).
Consumer credit
Consumer credit operations are performed primarily by Compass, where applications for finance are approved on the basis of a credit scoring system tailored to individual products. The scoring grids have been developed from internal historical series, enhanced by data provided by central credit bureaux. Points of sale are linked electronically to the Company’s headquarters, to ensure that applications and credit scoring results are processed and transmitted swiftly. Under the system of powers for approval, approval is required by the relevant headquarters units for increasing combinations of amount and expected loss, in accordance with the authorization levels established by the Board of Directors.
From the first instance of non-payment, the loan management process requires using the entire range of recovery procedures (postal and telephone reminders, external recovery agents, or legal recovery action). In the presence of minimal signals such as queueing (always considered forbearance) or slight but repeated delays in association with negative evidence on external databases, the assets are classified as default according to the “unlikeliness to pay” principle. After six unpaid instalments
Notes to the Accounts | Part E – Information on risks and related hedging policies 541
(or four unpaid instalments in particular cases, such as credit cards), the client is deemed to have lapsed from the time benefit allowed under Article 1186 of the Italian Civil Code. As from the six months after such lapse has been established, accounts for which legal action has been ruled out on the grounds of being uneconomic are sold via competitive procedures to factoring companies, for a percentage of the value of the principal outstanding, which reflects their estimated realizable value. Partial write-offs are carried out on non-performing positions that have lapsed the Term Benefit (i.e. Day Beyond Term, DBT) for at least 2 months and did not show a significant probability of collection. Actions are foreseen to review the timing and scope of transfers. To this end, stock disposals of positions that have exited the internal legal process and debt recovery procedure based on bills of exchange, specific disposals of portfolios undergoing recovery based on bills of exchange have been planned.
Provisioning is determined collectively on the basis of PD, LGD and EAD metrics which are estimated using internal models and conditioned on macroeconomic factors through satellite models. To estimate PD and LGD parameters for the purpose of calculating lifetime losses, through-the-cycle transition matrices calculated separately by product type were used in line with internal operating processes (credit cards, special purpose loans, low-risk personal loans, high-risk personal loans, small tickets and salary-backed loans to public servants, private individuals or retirees). Once the parameters not conditioned by recent historical evidence have been obtained, the forward-looking component is factored in by conditioning PDs, the transition matrices related thereto, and LGDs with specific models based on internally-adopted macroeconomic scenarios and on recent trends in internal default and loss rates.
In consumer credit, in addition to the quantitative criterion based on changes in the PD on a lifetime basis, specific quality indicators are used to classify exposures as Stage 2, such as the existence of suspension measures, the existence of other non-performing accounts for the same borrower, and evidence of irregularities in payment in the recent past.
Purchased or originated credit impaired assets (i.e. POCI) include credits generated through the “Redefinition” product. Restructuring is a form of facilitation granted only to “past clients” who, for the most part, had difficulties in continuing to pay their instalments regularly (not yet expired and/or previously unpaid). It consists in the consolidation of the residual debt of one or more files that the client had in place into a single new personal loan (new file) with a new repayment plan and a monthly instalment payment for an amount that is lower than the sum of the instalment payments of the “restructured” files. No additional cash is required. It is not a product provided for commercial purposes, but only for the management of existing exposures.
542 Consolidated Financial Statements as at 31 December 2025
Since the instrument was not born as a modification of an existing loan but as a replacement for one or more previous loans that have been cancelled, the derecognition thereof, combined with the creation of an instrument classified as non-performing, will result in its classification as POCI. The same applies to the Redefinition portfolio previously classified as non-performing upon disbursement, regardless of the criteria previously used regarding any delays on positions subject to redemption, the reasons for the redefinition, the "distressed restructured" test, and the possibility that the instrument may settle non-performing loans; consequently, all Redefinitions remain classified as POCI for the entire life of the position. Positions relating to the Salary-backed loan (CQS) product, which are classified as non-performing upon disbursement as they derive from the management of customers who were previously non-performing at the time of disbursement, are also classified as POCI. The classification as POCI will not preclude the fact that the same loan may later return to being classified as performing, except for those purchased, according to a curing approach adopted for forborne NPE loans.
“POCI” assets are valued on the basis of the IFRS9 provisioning model drawn up internally, derived from appropriate calibrations of AIRB models, and which includes all the static and trend elements necessary to calculate PD and LGD parameters on a forward-looking basis. Since the value adjustments in POCI instruments are calculated on a lifetime basis, they are written down on the basis of the related LGD (including costs and discounting effect) when they are recognized. In the event of a possible transition to performing they will be still written down on a lifetime basis like Stage 2 loans. Collections will proceed according to expectations also given the relative stability of expected loss parameters confirmed after each half-yearly update.
Factoring
Factoring, a business in which MBFACTA specializes, includes both traditional factoring (i.e. acquisition of short-term trade receivables, often backed by insurance cover) and instalment factoring (acquiring loans from the selling counterparty, to be repaid via monthly instalments by the borrowers whose accounts have been sold, which in virtually all cases is a retail customer).
For traditional factoring, the internal units appraise the solvency of the sellers and the original borrowers via individual analysis using methodologies similar to those adopted for corporate factoring; whereas for retail factoring the acquisition price is calculated following a due statistical analysis of the accounts being sold, and takes
Notes to the Accounts | Part E – Information on risks and related hedging policies 543
into consideration the projected recoveries, costs and expected margins.
For counterparties falling within the corporate factoring scope, the quantification of non-performing exposures is subject to individual assessment, taking into account minimum provisioning percentages based on the ageing of such exposures (in accordance with the requirements set out in "Calendar Provisioning" - "Addendum to the Guidelines on Non-Performing Loans"). For exposures falling within the retail factoring scope, this quantification is based on the identification of clusters of similar positions. The portfolio of performing assets is valued on the basis of PD and LGD parameters. PDs estimated internally using the Corporate PD Model are used for the definition of PD parameters for counterparties belonging to the Large Corporate sector. Recalibrated PDs provided by third-party provider or estimated internally on the retail factoring portfolio are used in case of counterparties not belonging to the Large Corporate sector.
For transactions valued by Mediobanca as part of its corporate factoring business, the parameters required by the process of Mediobanca apply. The evidence obtained from Mediobanca’s watch list for corporate clients is also used as qualitative information for reclassification to Stage 2, which includes counterparties classified as “Amber” or “Red”.
Premier and Private Banking
Premier and Private Banking operations include granting loans as a complementary activity in serving “Affluent”, “High Net Worth” and institutional clients, with the aim of providing them with Wealth Management and Asset Management services. Credit risk exposure takes various forms, such as cash loans (by granting credit on a bank account or through short-, medium- or long-term loans), authorizing overdrafts on a current account, endorsements, mortgages, and credit limits on credit cards.
The grant of such loans is governed through operating powers which require the proposed loan to be assessed at various levels of the organization and approved by the appointed Bodies according to the level of risk resulting from the size of the loan, the guarantees/collateral and the type of finance involved. Such loans are reviewed on a regular basis.
Provisioning for all non-performing contracts is made on an individual basis and takes into account the value of the collateral. Instead, provisioning for the performing contracts is made based on the estimated PD and LGD values considering the counterparty and whether or not there are guarantees.
544 Consolidated Financial Statements as at 31 December 2025
In terms of monitoring the performance of individual credit exposures, an early warning system has been adopted to identify a list of counterparties (known as the “watch list”) requiring in-depth analysis on account of their potential or obvious weaknesses. The exposures identified are then classified by level of alert (Amber or Red for performing accounts, Black for non-performing items) and are reviewed regularly to identify the most appropriate mitigation actions to be taken. Inclusion of the counterparty in the watch list is used to provide qualitative information regarding allocation to Stage 2, which includes counterparties classified as “Amber” or “Red”. All forborne positions are also subject to specific monitoring; it should be noted that they are also classified in the watch list.
Mortgage lending
Mortgage lending is provided primarily by Mediobanca Premier, whose loan risk investigation and approval process is entirely performed centrally at the headquarters. The applications are approved, using an internal rating model, based on individual appraisal of the applicant’s income and maximum borrowing levels, as well as the value of the property itself. A constant monitoring of the portfolio, carried out on a monthly basis, ensures control over the risks assumed.
Properties established as collateral are subject to a statistical revaluation process, which is carried out once a quarter. If the review shows a significant reduction in the value of the property, a new valuation is carried out by an independent expert. A new valuation is generally requested for properties established as collateral for positions which have become non-performing.
Accounts (both performing and non-performing) are monitored through a reporting system which allows operators to monitor the trend in the asset quality and, with the help of the appropriate indicators, to enter positions at risk, also to ensure that the necessary corrective actions to credit policies can be taken.
Non-performing accounts are managed, for out-of-court credit recovery procedures, by a dedicated organizational structure with the help of external collectors. In cases where a borrower becomes insolvent (or in fundamentally similar situations), the property enforcement procedures are initiated through external lawyers. Internal procedures require the following to be recorded as unlikely to pay: all cases with four or more unpaid instalments (not necessarily consecutive), cases with persistent irregularities, borrowers for whom an "Over-indebtedness Crisis Resolution Procedure" has been initiated, concessions generating a reduction of more than 1% in the financial obligation, and cases which the unit responsible assesses as unlikely to
Notes to the Accounts | Part E – Information on risks and related hedging policies 545
pay, based on internal or external information (e.g. central databases, public and/or private). Exposures are classified as bad loans once the ineffectiveness of the recovery actions has been certified.
Exposures for which concessions have been granted are defined as forborne exposures, i.e. exposures subject to tolerance measures, performing or non-performing mortgages for which Mediobanca Premier grants amendments to the original terms and conditions of the contract in the event of the borrower finding itself in a (proven or assumed) state of financial difficulty, by virtue of which it is considered to be unlikely to be able to meet its borrowing obligations fully or regularly.
ECLs are quantified analytically for bad loans and based on clusters of similar positions for unlikely to pay, other overdue and performing accounts. With regard to the analytical portion for bad loans, account is taken of expert valuations of the assets (prudentially deflated), as well as the timing and costs of the recovery process. To define the PD parameters, through-the-cycle transition matrices of management models based on internal data were used, which starting from 30 June 2025 will be calculated as the simple average of the point-in-time migration matrices over a 9-year observation period. The forward-looking component is factored in by applying the internally-adopted macroeconomic scenarios to the PD estimates. The LGD calculation is based on modelling aimed at regulatory calculation, with respect to which downturn effects, indirect costs and MoC are removed; the inclusion of forward-looking elements is based on satellite models applied to internally-adopted macroeconomic scenarios.
For the purpose of classifying real estate mortgages as Stage 2, qualitative (assignment to the worst rating class), quantitative (change in PD above a certain threshold compared to that assigned at the time of disbursement of the loan) and backstop (30 days of overdraft or forborne performing) elements are used.
546 Consolidated Financial Statements as at 31 December 2025
6 Macroeconomic scenarios and impacts
Last December, the Parent Company, Banca Monte dei Paschi di Siena, approved a set of internally-developed macroeconomic scenarios for the period December 2025-December 2028, also taking into account forecasts prepared by third-party providers in October 2025. Mediobanca and its subsidiaries used the same set of macroeconomic scenarios adopted by the Parent Company to calculate the impairment losses on performing and non-performing loans as at 31 December 2025.
The baseline scenario shows a greater level of caution than the forecasts published by the Bank of Italy in December 2025. Specifically, for 2027 and 2028, GDP growth is forecast at 0.45% (0.8% according to the Bank of Italy) and 0.52% (0.9% according to the Bank of Italy), respectively. In addition to the baseline scenario, given the objective uncertainty surrounding the evolution of the economic environment and the Regulators' requirements, further alternative scenarios have been outlined: a more negative alternative (called severe but plausible) and an improved alternative scenario (called best case).
The most severe alternative scenario (severe but plausible) envisions a resurgence of geopolitical tensions, marked by the ongoing war in Ukraine, and uncertainties surrounding US tariff policies. In this scenario, energy commodity prices would rise due to tensions in supply chains, with a negative impact on global trade. Italy would be among the most exposed European countries to the negative effects of tariff policy, with only marginal GDP growth expected in the two-year period 2026-27, and investments and exports suffering more than consumption.
The alternative improved (best case) scenario instead envisions an improvement in geopolitical tensions in the Middle East and Ukraine, with a stable truce in both countries and an easing of the international climate, and with a less aggressive approach on the part of the US administration. In this scenario, average price increases in Eurozone countries would be contained, including in energy prices, with inflation remaining within the target set by monetary policy. In this context, Italy would experience greater growth in domestic and foreign demand, leading to increased economic activity.
The weights of the scenarios used in figuring out the ECL in December 2025 were set by the Parent Company, Banca Monte dei Paschi di Siena, at 52.63% for the Baseline scenario and 47.37% for the alternative scenarios, respectively 21.05% for
Notes to the Accounts | Part E – Information on risks and related hedging policies 547
the “Best case” scenario and 26.32% for the “Severe but plausible” scenario.
With regard to the ECL calculation, sensitivity analyses 108 were also carried out assuming that each of the above-mentioned scenarios (Severe but plausible, Baseline and Best) on the exposure 109 came about with certainty, with the following results:
⎯“Severe but plausible” alternative scenario: ECL +2.8% and change in the impact of Stage 2 exposure +2.21%,
⎯Baseline scenario: ECL +0.1% and change in the impact of Stage 2 exposure -1.01%,
⎯“Best case” alternative scenario: ECL -2% and change in the impact of Stage 2 exposure -2.61%,
However, the number of possible interrelations between the individual macroeconomic factors is so high that a sensitivity analysis of expected losses based on one factor alone is practically meaningless.
108 The analysis covered the exposures of the Group’s main portfolios: portfolio of Mediobanca S.p.A. and Mediobanca International, Mediobanca Premier mortgages, Compass consumer credit, MBFACTA factoring, and Selma BPM leases.
109 Considering the gross carrying amount, including both on-balance and off-balance items.
548 Consolidated Financial Statements as at 31 December 2025
Table 1 - Baseline macroeconomic scenario at 31 December 2025
Baseline scenario:

GDP forecasts | 2025 | 2026 | 2027 | 2028
Italy | 0.5% | 0.7% | 0.4% | 0.5%
EU | 1.2% | 1.0% | 1.1% | 1.1%
USA | 1.8% | 1.1% | 1.4% | 1.8%
Unemployment rate | 2025 | 2026 | 2027 | 2028
Italy | 6.2% | 6.2% | 6.1% | 5.9%
CPI Core (annual change)(1) | 2025 | 2026 | 2027 | 2028
Italy | 2.0% | 2.1% | 2.0% | 2.0%

(1) The CPI Core variable is the consumer price index excluding food and energy components.
Table 2 - Best macroeconomic scenario at 31 December 2025
Best case scenario

GDP forecasts | 2025 | 2026 | 2027 | 2028
Italy | 0.6% | 1.5% | 0.8% | 1.0%
EU | 1.3% | 2.0% | 1.6% | 1.5%
USA | 2.0% | 2.1% | 1.9% | 2.2%
Unemployment rate | 2025 | 2026 | 2027 | 2028
Italy | 6.2% | 6.0% | 5.6% | 5.1%
CPI Core (annual change)(1) | 2025 | 2026 | 2027 | 2028
Italy | 2.0% | 2.1% | 2.0% | 1.9%

(1) The CPI Core variable is the consumer price index excluding food and energy components.
Notes to the Accounts | Part E – Information on risks and related hedging policies 549
Table 3 - Severe but plausible macroeconomic scenario at 31 December 2025
Severe but plausible scenario

GDP forecasts | 2025 | 2026 | 2027 | 2028
Italy | 0.4% | 0.1% | 0.1% | 0.2%
EU | 1.1% | 0.0% | 0.8% | 0.9%
USA | 1.7% | 0.2% | 1.2% | 1.6%
Unemployment rate | 2025 | 2026 | 2027 | 2028
Italy | 6.3% | 6.4% | 6.6% | 6.8%
CPI Core (annual change) (1) | 2025 | 2026 | 2027 | 2028
Italy | 2.1% | 2.4% | 2.1% | 2.0%

(1) The CPI Core variable is the consumer price index excluding food and energy components.
550 Consolidated Financial Statements as at 31 December 2025
The Group kept additional provisions (referred to as "overlays") amounting to approximately €164m (12.5% of total ECL), primarily to hedge against persistent geopolitical and macroeconomic uncertainties (24% of total overlays), expectations of a gradual rise in default rates towards structural levels post-Covid (46%), particularly for consumer credit, and climate risk (6%). The remaining overlays (24%) were maintained primarily to hedge against the effects of process changes affecting the consumer credit NPL portfolio that have not yet been incorporated into the ECL calculation.
Specifically, overlays were created for business sectors/counterparties most exposed to risks associated with international trade tariffs (corporate customers) and the likely negative consequences on inflation, consumer spending, investment volume, GDP, and unemployment (retail customers). This was achieved by applying an alternative macroeconomic scenario via a satellite model or by simulating the worsening creditworthiness of particularly vulnerable sub-portfolios.
With regard to climate risk, overlays were estimated considering the main types of C&E risk (transition and physical) and asset classes, namely corporate, consumer credit, and real estate and leasing exposures. Of the 6% of overlays related to climate risk, approximately 47% relate to corporate customers (after deducting leasing). These overlays were estimated taking into account the impacts quantified in the Materiality Assessment for the short-term horizon.
Compared to 30 June 2025, overlays decreased by approximately 13%, largely offset by the increase in ECL from the consumer credit portfolio model, consistent with the gradual rise in default rates towards structural trends.
Notes to the Accounts | Part E – Information on risks and related hedging policies 551
Table 4 – Overlay Stock

| 31 December 2025 | 30 June 2025
| Overlay stock (€m) | % segment ECL | Overlay stock (€m) | % segment ECL
Corporate (including Factoring) | 26.4 | 32.1% | 27.– | 33.3%
Consumer credit | 122.9 | 11.4% | 146.1 | 13.5%
Mortgage loans | 9.5 | 8.8% | 10.7 | 9.6%
Leases | 5.3 | 11.0% | 5.9 | 11.2%
Total | 164.1 | 12.5% | 189.7 | 14.1%

552 Consolidated Financial Statements as at 31 December 2025
QUANTITATIVE INFORMATION
A. Credit quality
A.1 Non-performing and performing exposures: amounts, value adjustments, trends and segmentation by earnings
A.1.1 Prudential consolidation – Financial assets by past due brackets (book value)

Portfolios/risk stages | Stage 1 | Stage 2 | Stage 3 | Purchased or originated credit impaired assets
From 1 to 30 days | From 30 to 90 days | More than 90 days | From 1 to 30 days | From 30 to 90 days | More than 90 days | From 1 to 30 days | From 30 to 90 days | More than 90 days | From 1 to 30 days | From 30 to 90 days | More than 90 days
1. Financial assets measured at amortized cost | 216,183 | 24,486 | 89,922 | 32,807 | 36,699 | 9,766 | 17,229 | 35,395 | 165,311 | 2,440 | 3,550 | 2,817
2. Financial assets measured at fair value through other comprehensive income | — | — | — | — | — | — | — | — | — | — | — | —
3. Financial assets held for sale | — | — | — | — | — | — | — | — | — | — | — | —
Total 31 December 2025 | 216,183 | 24,486 | 89,922 | 32,807 | 36,699 | 9,766 | 17,229 | 35,395 | 165,311 | 2,440 | 3,550 | 2,817
Total 30 June 2025 | 185,258 | 24,905 | 5,830 | 64,295 | 67,519 | 11,275 | 16,708 | 37,799 | 163,313 | 2,476 | 3,778 | 3,623

Notes to the Accounts | Part E – Information on risks and related hedging policies 553
A.1.2 Prudential consolidation - Financial assets, loan commitments and financial guarantees issued: trend in overall value adjustments and overall provisioning

Reasons/risk stages | Overall value adjustments | Overall provisions for loan commitments and financial guarantees issued | Total
| Stage 1 assets | Stage 2 assets | Stage 3 assets | Purchased or originated credit-impaired financial assets |
| On-demand loans to Central Banks | Financial assets measured at amortized cost | Financial assets measured at fair value through other comprehensiv e income | Financial assets held for sale | of which: individu al write-downs | of which: collective write-downs | On-demand loans to Central Banks | Financial assets measured at amortized cost | Financi al assets measure d at fair value through other compre hensive income | Financi al assets held for sale | of which: individu al write-downs | of which: collective write-downs | On-demand loans to Central Banks | Financial assets measured at amortized cost | Financi al assets measure d at fair value through other compre hensive income | Financi al assets held for sale | of which: individual write-downs | of which: collective write-downs | Financial assets measured at amortized cost | Financial assets measured at fair value through other comprehen sive income | Financial assets held for sale | of which: individ ual write-downs | of which: collective write-downs | First stage | Second stage | Third stage | Purchas ed or originat ed credit-impaire d loan commit ments and financia l guarant ees issued |
Opening amount of overall adjustments | 185 | 305,293 | 2,177 | — | — | 307,655 | — | 299,180 | — | — | — | 299,180 | — | 631,338 | — | — | 132,640 | 498,698 | 93,579 | — | — | — | 93,579 | 16,607 | 2,256 | 308 | — | 1,350,923
Increases due to purchased or originated financial assets | 1 | 102,505 | 242 | — | — | 102,748 | — | 39,831 | — | — | — | 39,831 | — | 6,388 | — | — | 7 | 6,381 | X | X | X | X | X | 6,649 | 423 | 160 | — | 156,199
Derecognition other than write-offs | — | (5,154) | (593) | — | — | (5,747) | — | (2,422) | — | — | — | (2,422) | — | (42,161) | — | — | (1,249) | (40,912) | (2,637) | — | — | — | (2,637) | (595) | (447) | (4) | — | (54,013)
Net value adjustments /write-backs for credit risk | -35 | (96,246) | (58) | — | — | (96,339) | — | (50,328) | — | — | — | (50,328) | — | 152,443 | — | — | 15,027 | 137,712 | 8,260 | — | — | — | 8,260 | (5,020) | (14) | (146) | — | 8,856
Contractual changes without derecognition | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
Changes in estimation methods | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
Write-offs not recognized directly through profit or loss | — | (23) | — | — | — | (23) | — | (229) | — | — | — | (229) | — | (121,001) | — | — | (13,469) | (107,532) | (7,223) | — | — | — | (7,223) | — | — | — | — | (128,476)
Other changes | — | 81 | — | — | — | 81 | — | (290) | — | — | — | (290) | — | 244 | — | — | 15 | 229 | — | — | — | — | — | 12 | — | — | — | 47
Closing amount of overall adjustments | 151 | 306,456 | 1,768 | — | — | 308,375 | — | 285,742 | — | — | — | 285,742 | — | 627,251 | — | — | 132,675 | 494,576 | 91,979 | — | — | — | 91,979 | 17,653 | 2,218 | 318 | — | 1,333,536
Recoveries for collections of written-off financial assets | — | — | — | — | — | — | — | — | — | — | — | — | — | 9,617 | — | — | 238 | 9,379 | — | — | — | — | — | — | — | — | — | 9,617
Write-offs recognized directly through profit or loss | — | (383) | — | — | — | (383) | — | (282) | — | — | — | (282) | — | (1,235) | — | — | (588) | (647) | (61) | — | — | — | (61) | — | — | — | — | (1,961)

554 Consolidated Financial Statements as at 31 December 2025
A.1.3 Prudential consolidation – Financial assets, loan commitments and financial guarantees given: transfers between different stages of credit risk (gross and nominal values)

Portfolios/risk stages | Gross value / nominal value
Transfers between Stage 1 and Stage 2 | Transfers between Stage 2 and Stage 3 | Transfers between Stage 1 and Stage 3
From Stage 1 to Stage 2 | From Stage 2 to Stage 1 | From Stage 2 to Stage 3 | From Stage 3 to Stage 2 | From Stage 1 to Stage 3 | From Stage 3 to Stage 1
1. Financial assets measured at amortized cost | 922,827 | 558,863 | 195,412 | 44,672 | 135,255 | 10,872
2. Financial assets measured at fair value through other comprehensive income | — | — | — | — | — | —
3. Financial assets held for sale | — | — | — | — | — | —
4. Loan commitments and financial guarantees issued | 30,323 | 23,326 | 68 | 616 | 186 | 4,710
December 31, 2025 | 953,050 | 584,189 | 195,480 | 45,288 | 135,441 | 15,582
30 June 2025 | 1,306,156 | 753,989 | 203,174 | 51,692 | 298,321 | 19,739

Notes to the Accounts | Part E – Information on risks and related hedging policies 555
A.1.4 Prudential consolidation - On- and off-balance sheet exposures to banks: gross and net values

Types of exposure / value | Gross exposure | Overall value adjustments and overall provisions | Net exposure | Overall partial write-offs*
| Stage 1 | Stage 2 | Stage 3 | Purchased or originated credit impaired assets |  | Stage 1 | Stage 2 | Stage 3 | Purchased or originated credit impaired assets
A.1 On-demand | 1,543,292 | 1,543,292 | — | — | — | 151 | 151 | — | — | — | 1,543,141 | —
a) Non-performing | — | X | — | — | — | — | X | — | — | — | — | —
b) Performing | 1,543,292 | 1,543,292 | — | X | — | 151 | 151 | — | X | — | 1,543,141 | —
A.2 Other | 7,642,852 | 6,061,104 | 5 | — | 1 | 463 | 463 | — | — | — | 7,642,389 | —
a) Bad loans | — | X | — | — | — | — | X | — | — | — | — | —
- of which: forborne exposures | — | X | — | — | — | — | X | — | — | — | — | —
b) Unlikely to pay | — | X | — | — | — | — | X | — | — | — | — | —
- of which: forborne exposures | — | X | — | — | — | — | X | — | — | — | — | —
c) Overdue exposures (NPLs) | — | X | — | — | — | — | X | — | — | — | — | —
- of which: forborne exposures | — | X | — | — | — | — | X | — | — | — | — | —
d) Overdue performing exposures | 397 | 395 | 2 | X | — | — | — | — | X | — | 397 | —
- of which: forborne exposures | — | — | — | X | — | — | — | — | X | — | — | —
e) Other performing exposures | 7,642,455 | 6,060,709 | 3 | X | 1 | 463 | 463 | — | X | — | 7,641,992 | —
- of which: forborne exposures | — | — | — | X | — | — | — | — | X | — | — | —
Total (A) | 9,186,144 | 7,604,396 | 5 | — | 1 | 614 | 614 | — | — | — | 9,185,530 | —
B. Off-balance sheet credit exposures |  |  |  |  |  |  |  |  |  |  |  |
a) Non-performing | — | X | — | — | — | — | X | — | — | — | — | —
b) Performing | 9,925,202 | 68,353 | — | X | — | — | — | — | X | — | 9,925,202 | —
Total (B) | 9,925,202 | 68,353 | — | — | — | — | — | — | — | — | 9,925,202 | —
Total (A+B) | 19,111,346 | 7,672,749 | 5 | — | 1 | 614 | 614 | — | — | — | 19,110,732 | —

556 Consolidated Financial Statements as at 31 December 2025
A.1.5 Prudential consolidation - On- and off-balance sheet exposures to customers: gross and net values

Types of exposure / value | Gross exposure | Overall value adjustments and overall provisions |  |
| Stage 1 | Stage 2 | Stage 3 | Purchased or originated credit impaired assets |  | Stage 1 | Stage 2 | Stage 3 | Purchased or originated credit impaired assets | Net exposure | Overall partial write-offs*
A. ON-BALANCE SHEET CREDIT EXPOSURES |  |  |  |  |  |  |  |  |  |  |  |
a) Bad loans | 170,984 | X | — | 166,686 | 4,298 | 136,248 | X | — | 132,399 | 3,849 | 34,736 | 158,356
- of which: forborne exposures | 21,849 | X | — | 18,462 | 3,387 | 20,739 | X | — | 17,777 | 2,962 | 1,110 | 47,361
b) Unlikely to pay | 676,518 | X | — | 548,340 | 128,178 | 378,090 | X | — | 327,113 | 50,977 | 298,428 | 97,804
- of which: forborne exposures | 346,157 | X | — | 219,187 | 126,970 | 170,687 | X | — | 120,493 | 50,194 | 175,470 | 30,309
c) Overdue exposures (NPLs) | 326,233 | X | — | 301,455 | 24,778 | 187,130 | X | — | 167,740 | 19,390 | 139,103 | 1,396
- of which: forborne exposures | 60,677 | X | — | 37,266 | 23,411 | 44,398 | X | — | 25,849 | 18,549 | 16,279 | 270
d) Overdue performing exposures | 365,144 | 243,317 | 121,333 | X | 493 | 42,780 | 537 | 42,061 | X | 182 | 322,364 | —
- of which: forborne exposures | 5,967 | — | 5,899 | X | 68 | 1,585 | — | 1,575 | X | 10 | 4,382 | —
e) Other performing exposures | 77,239,549 | 67,180,227 | 2,209,211 | X | 124,304 | 568,486 | 307,223 | 243,682 | X | 17,581 | 76,671,063 | 18
- of which: forborne exposures | 355,292 | — | 283,616 | X | 71,676 | 48,288 | — | 37,037 | X | 11,251 | 307,004 | —
TOTAL (A) | 78,778,428 | 67,423,544 | 2,330,544 | 1,016,481 | 282,051 | 1,312,734 | 307,760 | 285,743 | 627,252 | 91,979 | 77,465,694 | 257,574
B. OFF-BALANCE SHEET CREDIT EXPOSURES | — | — | — | — | — | — | — | — | — | — | — | —
a) Non-performing | 1,438 | X | — | 1,438 | — | 318 | X | — | 318 | — | 1,120 | —
b) Performing | 28,746,541 | 21,158,701 | 176,395 | X | — | 19,872 | 17,594 | 2,278 | X | — | 28,726,669 | —
TOTAL (B) | 28,747,979 | 21,158,701 | 176,395 | 1,438 | — | 20,190 | 17,594 | 2,278 | 318 | — | 28,727,789 | —
TOTAL (A+B) | 107,526,407 | 88,582,245 | 2,506,939 | 1,017,919 | 282,051 | 1,332,924 | 325,354 | 288,021 | 627,570 | 91,979 | 106,193,483 | 257,574

Notes to the Accounts | Part E – Information on risks and related hedging policies 557
At 31 December 2025, gross non-performing assets dropped from €1,175.1m to €1,162.9m, i.e., the impact stood at 2% of on-balance sheet credit exposures to customers (2.1% as at 30 June 2025). The coverage ratio stood at 59.5% (60.1%) which led to a net stock of €470.4m (€468.7m).
Finrep Gross NPL Ratio 110

|  | (€m)
| 31 December 2025 | 30 June 2025
Loans | 56,019.4 | 54,503.3
NPLs | 1,163.0 | 1,175.1
Loan to customers | 57,182.4 | 55,678.4
NPLs purchased | — | —
Treasury financial assets (1) | 10,922.6 | 11,978.1
Total Loans and advances | 68,105 | 67,656.5
Finrep Gross NPL ratio in % | 1.7% | 1.7%

(1) In line with the guidelines of the EBA Risk Dashboard, this item excludes cash and includes untied deposits held with Central Banks.
110 In the EBA Risk Dashboard, gross NPL ratio is defined as the gross book value of NPLs (loans and advances) as a percentage of total loans and advances. Source: EBA Risk Dashboard, Risk Indicators in the Statistical Annex (AQT_3.2).
558 Consolidated Financial Statements as at 31 December 2025
A.1.7 Prudential consolidation – On-balance sheet exposures to customers: trend in gross NPLs

Description/Category | Bad loans | Unlikely to pay | Past-due non-performing exposures
A. Opening balance (gross amount) | 171,972 | 688,725 | 314,393
- of which: exposures sold but not derecognized | 1,561 | 41,441 | 28,070
B.Increases | 30,685 | 302,068 | 203,948
B.1 inflows from performing exposures | 802 | 170,489 | 162,496
B.2 inflows from purchased or originated credit impaired financial assets | 240 | 38,538 | 627
B.3 transfers from other categories of non-performing exposures | 25,547 | 87,611 | 33,104
B.4 contractual changes without derecognition | — | — | —
B.5 other increases | 4,096 | 5,430 | 7,721
C. Decreases | 31,673 | 314,275 | 192,108
C.1 transfers to performing exposures | 1,263 | 66,307 | 13,210
C.2 write-offs | 7,267 | 63,456 | 45,285
C.3 collection | 13,329 | 69,250 | 36,152
C.4 gains on disposal | 3,734 | 24,268 | 3,565
C.5 losses on disposal | 1,000 | 8,559 | 648
C.6 transfers to other categories of non-performing exposures | 2,283 | 56,702 | 87,276
C.7 contractual changes without derecognition | — | — | —
C.8 other decreases | 2,797 | 25,733 | 5,972
D. Closing balance of gross exposure | 170,984 | 676,518 | 326,233
- of which: exposures sold but not derecognized | 1,667 | 47,407 | 29,533

The headings “Inflows from purchased or originated credit-impaired financial assets” refer to the restructuring of Consumer files.
The item “Other increases” mainly includes Consumer transactions.
The heading “Other decreases” refers to the stock of receivables sold to factoring firms in consumer credit operations.
Notes to the Accounts | Part E – Information on risks and related hedging policies 559
A.1.7bis Prudential consolidation – On-balance sheet exposures to customers: trend in gross forborne exposures, by credit quality

Reason/Category | Forborne non-performing exposures | Forborne performing exposures
A. Opening balance (gross amount) | 436,719 | 413,134
- of which: exposures sold but not derecognized | 21,568 | 21,906
B. Increases | 122,838 | 96,573
B.1 inflows from not forborne performing exposures | 34,797 | 41,846
B.2 inflows from forborne performing exposures | 18,706 | X
B.3 inflows from forborne non-performing exposures | X | 50,663
B.4 inflows from not forborne non-performing exposures | 28,977 | 76
B.5 other increases | 40,358 | 3,988
C. Decreases | 130,874 | 148,448
C.1 outflows to not forborne performing exposures | X | 53,983
C.2 outflows to forborne performing exposures | 50,663 | X
C.3 outflows to forborne non-performing exposures | X | 18,706
C.4 write-offs | 20,196 | 666
C.5 collection | 42,207 | 73,751
C.6 gains on disposal | 6,079 | 5
C.7 losses on disposal | 1,577 | —
C.8 other decreases | 10,152 | 1,337
D. Closing balance of gross exposure | 428,683 | 361,259
- of which: exposures sold but not derecognized | 27,117 | 25,964

As at 31 December 2025, gross impaired positions subject to forbearance 111 decreased from €436.7m to €428.7m. The coverage rate levelled off 55%; the net position balance amounted to €192.9m (€197.2m as at 30 June 2025).
Performing forborne loans had a gross value of €361.3m, down compared to 30 June 2025 (€413.1m), mainly due to some repayments in Mediobanca's Large Corporate portfolio and the conclusion of the probation period in the mortgage segment. On a net basis, forborne performing exposures decreased from €361.4m to €311.4m with a coverage ratio of 13.8% (12.5%).
Net forborne non-performing positions had an impact of 0.3% on total loans to customers (steady); performing positions, on the other hand, had an impact of 0.4% (0.5%).
111 By definition, “forbearance” is when a specific concession is offered to a client which is undergoing, or risks encountering, temporary financial difficulties in meeting their payment obligations.
560 Consolidated Financial Statements as at 31 December 2025
A.1.9 Prudential consolidation – Non-performing on-balance sheet exposures to customers: trend in overall adjustments

Description/Category | Bad loans | Unlikely to pay | Overdue non-performing exposures
Total | of which: forborne exposures | Total | of which: forborne exposures | Total | of which: forborne exposures
A. Opening balance of overall adjustments | 136,434 | 22,513 | 382,401 | 172,976 | 187,606 | 44,038
- of which: exposures sold but not derecognized | 1,330 | 211 | 21,732 | 7,590 | 19,927 | 2,793
B.Increases | 46,148 | 5,737 | 263,987 | 83,687 | 135,060 | 28,052
B.1 value adjustments to purchased or originated credit impaired assets | 147 | X | 12,975 | X | 653 | X
B.2 other value adjustments | 14,736 | 1,291 | 105,879 | 39,432 | 89,550 | 12,268
B.3 losses on disposal | 999 | 311 | 8,559 | 1,204 | 648 | 62
B.4 transfers from other categories of non-performing exposures | 30,197 | 3,626 | 92,084 | 20,705 | 16,465 | 10,618
B.5 contractual changes without derecognition | — | — | — | — | — | —
B.6 other increases | 69 | 509 | 44,490 | 22,346 | 27,744 | 5,104
C. Decreases | 46,334 | 7,511 | 268,299 | 85,976 | 135,537 | 27,692
C.1 write-backs due to valuations | 2,410 | 261 | 28,991 | 17,410 | 9,024 | 2,023
C.2 write-backs due to collections | 8,591 | 1,298 | 15,309 | 5,917 | 9,864 | 2,414
C.3 gains on disposal | 2,916 | 574 | 10,868 | 2,386 | 1,656 | 346
C.4 write-offs | 21,538 | 3,250 | 94,591 | 16,488 | 12,151 | 1,736
C.5 transfers to other categories of non-performing exposures | 2,002 | 582 | 43,496 | 14,622 | 93,246 | 20,240
C.6 contractual changes without derecognition | — | — | — | — | — | —
C.7 other decreases | 8,877 | 1,546 | 75,044 | 29,153 | 9,596 | 933
D. Closing overall amount of writedowns | 136,248 | 20,739 | 378,089 | 170,687 | 187,129 | 44,398
- of which: exposures sold but not derecognized | 1,365 | 228 | 25,258 | 9,938 | 20,313 | 3,417

Notes to the Accounts | Part E – Information on risks and related hedging policies 561
A.2 Classification of credit exposures by internal and external ratings
A.2.1 Prudential consolidation – Distribution of financial assets, loan commitments and financial guarantees issued by class of external ratings (gross values)

Exposures | External rating classes | Without credit rating | Total
Class 1 | Class 2 | Class 3 | Class 4 | Class 5 | Class 6 |  |
A. Financial assets measured at amortized cost | 812.095 | 6.772.553 | 7.880.668 | 1.119.307 | 113.118 | 29.791 | 55.468.705 | 72.196.237
- Stage 1 | 807.618 | 6.765.279 | 7.847.755 | 1.111.922 | 107.521 | 22.685 | 51.903.375 | 68.567.155
- Stage 2 | 4.477 | 7.274 | 31.913 | 3.084 | 5.597 | 5.690 | 2.272.514 | 2.330.549
- Stage 3 | — | — | — | — | — | 1.416 | 1.010.764 | 1.016.481
- Purchased or originated credit impaired assets | — | — | — | — | — | — | 282.052 | 282.052
B. Financial assets measured at fair value through other comprehensive income | 1.030.926 | 642.594 | 3.008.526 | 109.469 | — | — | 125.979 | 4.917.494
- Stage 1 | 1.030.926 | 642.594 | 3.008.526 | 109.469 | — | — | 125.979 | 4.917.494
- Stage 2 | — | — | — | — | — | — | — | —
- Stage 3 | — | — | — | — | — | — | — | —
- Purchased or originated credit impaired assets | — | — | — | — | — | — | — | —
C. Financial assets held for sale | — | — | — | — | — | — | — | —
- Stage 1 | — | — | — | — | — | — | — | —
- Stage 2 | — | — | — | — | — | — | — | —
- Stage 3 | — | — | — | — | — | — | — | —
- Purchased or originated credit impaired assets | — | — | — | — | — | — | — | —
Total (A+B+C) | 1.843.021 | 7.415.147 | 10.889.194 | 1.228.776 | 113.118 | 29.791 | 55.594.684 | 77.113.731
D. Loan commitments and financial guarantees issued | 532.597 | 1.341.660 | 10.070.283 | 655.921 | 85.703 | 305 | 8.750.357 | 21.436.826
- Stage 1 | 532.597 | 1.341.660 | 10.070.283 | 615.743 | 80.703 | 170 | 8.620.799 | 21.261.955
- Stage 2 | — | — | — | 40.000 | 5.000 | — | 128.434 | 173.434
- Stage 3 | — | — | — | 178 | — | 135 | 1.124 | 1.437
- Purchased or originated credit impaired assets | — | — | — | — | — | — | — | —
Total (D) | 532.597 | 1.341.660 | 10.070.283 | 655.921 | 85.703 | 305 | 8.750.357 | 21.436.826
Total (A+B+C+D) | 2.375.618 | 8.756.807 | 20.959.477 | 1.884.697 | 198.821 | 30.096 | 64.345.041 | 98.550.557

Mediobanca adopts the Standard & Poor’s ratings for all portfolios subject to assessment.
The table is compliant with the classification provided by the Bank of Italy Circular No. 262/2005 (sixth update), which requires external ratings to be divided into six different classes of credit quality.
The first three risk classes (classes 1, 2 and 3) consist of investment grade exposures, with a Standard & Poor’s rating of between AAA and BBB-, and represent 94% of the entire portfolio (same percentage not including loan commitments and financial guarantees issued), excluding unrated counterparties and non-performing loans.
The unrated exposures refer chiefly to retail clients and to small and medium-sized enterprises.
562 Consolidated Financial Statements as at 31 December 2025
A.2.2 Prudential consolidation – Distribution of financial assets, loan commitments and financial guarantees issued by class of internal ratings (gross values)

Ex | Internal rating classes | Non-performing assets | Without credit rating | Total
posures | Quality high | Quality good | Quality sufficient | Quality mediocre | Quality weak |  |  |
A. Financial assets measured at amortized cost | 21,540,127 | 10,039,971 | 14,642,397 | 8,114,901 | 696,44 | 1,099,729 | 16,062,672 | 72,196,237
- Stage 1 | 21,516,399 | 10,009,151 | 14,189,092 | 6,843,727 | 76,763 | — | 15,932,032 | 68,567,155
- Stage 2 | 23,726 | 30,812 | 440,202 | 1,178,714 | 600,452 | — | 56,643 | 2,330,549
- Stage 3 | — | — | — | — | — | 942,475 | 74,006 | 1,016,481
- Purchased or originated credit impaired assets | 2 | 8 | 13,103 | 92,46 | 19,225 | 157,254 | — | 282,052
B. Financial assets measured at fair value through other comprehensive income | 1,234,595 | 665,086 | 2,897,446 | 60,351 | — | — | 59,296 | 4,917,494
- Stage 1 | 1,234,595 | 665,806 | 2,897,446 | 60,351 | — | — | 59,296 | 4,917,494
- Stage 2 | — | — | — | — | — | — | — | —
- Stage 3 | — | — | — | — | — | — | — | —
- Purchased or originated credit impaired assets | — | — | — | — | — | — | — | —
C. Financial assets held for sale | — | — | — | — | — | — | — | —
- Stage 1 | — | — | — | — | — | — | — | —
- Stage 2 | — | — | — | — | — | — | — | —
- Stage 3 | — | — | — | — | — | — | — | —
- Purchased or originated credit impaired assets | — | — | — | — | — | — | — | —
Total (A+B+C) | 22,774,722 | 10,705,777 | 17,539,843 | 8,175,252 | 696,44 | 1,099,729 | 16,121,970 | 77,113,731
D. Loan commitments and financial guarantees issued | 8,197,298 | 1,805,967 | 7,497,107 | 330,451 | 19,977 | 1,437 | 3,584,589 | 21,436,826
- Stage 1 | 8,197,293 | 1,765,688 | 7,462,257 | 297,002 | 5,794 | — | 3,533,921 | 21,261,955
- Stage 2 | 5 | 40,279 | 34,85 | 33,449 | 14,183 | — | 50,668 | 173,434
- Stage 3 | — | — | — | — | — | 1,437 | — | 1,437
- Purchased or originated credit impaired assets | — | — | — | — | — | — | — | —
Total (D) | 8,197,298 | 1,805,967 | 7,497,107 | 330,451 | 19,977 | 1,437 | 3,584,589 | 21,436,826
Total (A+B+C+D) | 30,972,020 | 12,511,744 | 25,036,950 | 8,505,703 | 716,417 | 1,101,166 | 19,706,559 | 98,550,557

Mediobanca uses models developed internally in the process of managing credit risk to assign ratings to each counterparty.
Notes to the Accounts | Part E – Information on risks and related hedging policies 563
In order to align with the methodology of the Parent Company Banca Monte dei Paschi di Siena, Mediobanca and its subsidiaries map the different rating scales of the models to a single masterscale consisting of 5 classes based on the underlying Probability of Default (PD) that can be attributed to the S&P masterscale. The companies which use the internal ratings and contribute to the various rating classes indicated apart from the Parent Company (for corporate customers) are: Selma, Compass Banca, Mediobanca Premier and MBFacta (for corporate customers).
564 Consolidated Financial Statements as at 31 December 2025
A.3 Distribution of secured exposures by type of security
A.3.1 Prudential consolidation – On- and off-balance sheet secured exposures to banks

| Gross exposure | Net exposure | Collateral guarantees | Personal guarantees | Personal guarantees | Total
(2) | (2)
(1) | Credit derivatives | Credit derivatives | Unsecured loans
Real prop erties – Mort gages | Real properties – Finance leases | Account | Other collate ral guaran tees | CL N | Other derivatives | Other derivatives | Public administrations | Banks | Other financial companies | Other entiti es
Central counterpart ies | Banks | Other financial companies | Other entities | (1)+(2)
1. Secured on-balance sheet credit exposures: | 4,065,274 | 4,065,249 | — | — | 4,033,607 | 413 | — | — | — | — | — | — | — | — | — | 4,034,020
1.1 totally secured | 4,065,274 | 4,065,249 | — | — | 4,033,607 | 413 | — | — | — | — | — | — | — | — | — | 4,034,020
- of which, non-performing | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
1.2. partially secured | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
- of which, non-performing | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
2. Secured off-balance sheet credit exposures: | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
2.1 totally secured | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
- of which, non-performing | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
2.2. partially secured | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —
- of which, non-performing | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —

Notes to the Accounts | Part E – Information on risks and related hedging policies 565
A.3.2 Prudential consolidation – On- and off-balance sheet secured exposures to customers

| Gross exposure | Net exposure | Collateral guarantees | Personal guarantees |
| (1) | (2) | Total
|  |  |  |  | Credit derivatives | Unsecured loans |
| Real properties – Mortgages | Real properties – Finance leases | Account | Other collateral guarantees | CLN | Other derivatives | Public administrations | Banks | Other financial companies | Other entities | (1)+(2)
| Central counterparties | Banks | Other financial companies | Other entities
1. Secured on-balance sheet credit exposures: | 28,411,454 | 28,250,643 | 14,353,456 | 556,831 | 7,693,925 | 2,340,611 | — | — | — | — | — | 193,313 | 50,1 | 693,289 | 889,89 | 26,772,415
1.1 totally secured | 28,884,131 | 25,737,501 | 13,786,687 | 556,831 | 7,079,063 | 2,252,334 | — | — | — | — | — | 152,477 | 50,1 | 362,326 | 588,646 | 24,827,464
- of which, non-performing | 230,833 | 125,907 | 80,749 | 9,094 | 3,764 | 12,595 | — | — | — | — | — | 174 | 3 | — | 112 | 106,491
1.2. partially secured | 2,527,323 | 2,513,142 | 566,769 | — | 614,862 | 88,277 | — | — | — | — | — | 42,836 | — | 330,963 | 301,244 | 1,944,951
- of which, non-performing | 8,913 | 1,366 | 649 | — | 241 | — | — | — | — | — | — | — | — | — | — | 890
2. Secured off-balance sheet credit exposures: | 2,571,347 | 2,570,282 | 55,298 | — | 683,049 | 1,524,183 | — | — | — | — | — | 101,175 | 3 | 17,756 | 46,58 | 2,482,044
2.1 totally secured | 2,307,678 | 2,307,035 | 44,858 | — | 672,96 | 1,523,648 | — | — | — | — | — | 441 | — | 231 | 38,572 | 2,280,710
- of which, non-performing | 305 | 205 | 124 | — | — | 81 | — | — | — | — | — | — | — | — | — | 205
2.2. partially secured | 263,669 | 263,247 | 10,44 | — | 10,089 | 535 | — | — | — | — | — | 100,734 | 3 | 17,525 | 8,008 | 147,334
- of which, non-performing | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | —

566 Consolidated Financial Statements as at 31 December 2025
A.4 Prudential consolidation – Financial and non-financial assets obtained from collateral enforcement

| Derecognized credit exposures | Gross value | Overall value adjustments | Carrying amount
|  | Of which: obtained during the period
A. Property, plant, and equipment | 53,082 | 53,206 | (13,469) | 39,737 | 20
A.1. Core assets | 76 | 200 | — | 200 | —
A.2. Held for investment purpose | 41,495 | 41,495 | (11,895) | 29,600 | —
A.3. Inventories | 11,511 | 11,511 | (1,574) | 9,937 | 20
B. Equity and debt securities | — | — | — | — | —
C. Other assets | — | — | — | — | —
D. Non-current assets and asset groups being sold | — | — | — | — | —
D.1. Tangible assets | — | — | — | — | —
D.2. Other assets | — | — | — | — | —
Total 31 December 2025 | 53,082 | 53,206 | (13,469) | 39,737 | 20
Total 30 June 2025 | 58,680 | 56,401 | (20,949) | 35,452 | 4,197

The table includes properties originating from the enforcement of leasing contracts by Selma. Such properties are booked on the basis of their characteristics and in accordance with the internal procedures, as tangible assets under IAS40 or IAS2. In very few instances are they classified as core properties, whereas IFRS5 is not applied as the conditions provided for in this standard do not apply.
Notes to the Accounts | Part E – Information on risks and related hedging policies 567
B. Distribution and concentration of credit exposures
B.1 Prudential consolidation – Distribution of on- and off-balance sheet exposures to customers by sector

Exposures/Counterparties | General Governments | Financial companies | Financial companies (of which: insurance companies) | Non-financial corporations | Households
Net exposure | Overall value adjustments | Net exposure | Overall value adjustments | Net exposure | Overall value adjustments | Net exposure | Overall value adjustments | Net exposure | Overall value adjustments
A. On-balance sheet credit exposures |  |  |  |  |  |  |  |  |  |  |
A.1 Bad loans |  | — | — | — | — | — | — | 7,921 | (15,600) | 26,815 | (120,648)
- of which, forborne exposures |  | — | — | — | — | — | — | 232 | (8,278) | 878 | (12,461)
A.2 Unlikely to pay |  | 348 | (691) | 1,848 | (9,228) | — | — | 17,772 | (40,158) | 278,460 | (328,013)
- of which, forborne exposures |  | — | — | 2 | (220) | — | — | 9,756 | (25,665) | 165,712 | (144,802)
A.3 Overdue non-performing exposures |  | 462 | (56) | 56 | 146 | — | — | 39,532 | (8,085) | 99,053 | (178,843)
- of which, forborne exposures |  | — | — | — | — | — | — | 667 | (969) | 15,612 | (43,429)
A.4 Performing exposures |  | 14,946,941 | (5,387) | 13,177,721 | (8,557) | 1,124,538 | (713) | 17,924,205 | (47,442) | 30,944,560 | (549,876)
- of which, forborne exposures |  | — | — | 6 | 1 | — | — | 74,578 | (6,489) | 236,802 | (43,383)
Total (A) | 14.947.751 | (6,134) | 13,179,625 | 17,931 | 1,124,538 | (713) | 17,989,430 | (111,285) | 31,348,888 | (1,177,380)
B. Off-balance sheet credit exposures |  |  |  |  |  |  |  |  |  |  |
B.1 Non-performing exposures |  | — | — | — | — | — | — | 294 | (63) | 826 | (255)
B.2 Performing exposures |  | 6,970,835 | — | 7,723,386 | (970) | 952,810 | (119) | 10,279,251 | (5,818) | 3,753,197 | (13,084)
Total (B) | 6.970.835 | — | 7,723,386 | (970) | 952,810 | (119) | 10,279,545 | (5,881) | 3,754,023 | (13,339)
Total (A+B) 31 December 2025 | 21,918,586 | (6,134) | 20,903,011 | (18,901) | 2,077,348 | (832) | 28,268,975 | (117,166) | 35,102,911 | (1,190,719)
Total (A+B) 30 June 2025 | 29,372,816 | (6,520) | 24,437,502 | (17,983) | 2,351,469 | (1,454) | 26,950,708 | (113,304) | 34,164,274 | (1,212,822)

568 Consolidated Financial Statements as at 31 December 2025
B.2 Prudential consolidation – Distribution of on- and off-balance sheet exposures to customers by geography

Exposures/geographical area | Italy | Other European countries | America | Asia | Rest of the world
Net exposure | Overall value adjustments | Net exposure | Overall value adjustments | Net exposure | Overall value adjustments | Net exposure | Overall value adjustments | Net exposure | Overall value adjustments
A. On-balance sheet credit exposures |  |  |  |  |  |  |  |  |  |  |
A.1 Bad loans |  | 26,683 | (131,973) | 533 | (3,131) | 7,520 | (1,144) | — | — | — | —
A.2 Unlikely to pay |  | 292,543 | (370,184) | 5,155 | (7,737) | — | — | 36 | (22) | 694 | (147)
A.3 Overdue non-performing exposures |  | 92,664 | (185,564) | 21,065 | (1,171) | 7,350 | (294) | — | — | 18,024 | (101)
A.4 Performing exposures |  | 56,990,953 | (591,135) | 16,952,723 | (15,172) | 2,667,292 | (3,345) | 115,570 | (1,318) | 266,890 | (296)
Total (A) | 57,402,843 | (1,278,856) | 16,979,475 | (27,211) | 2,682,162 | (4,783) | 115,606 | (1,340) | 285,608 | (544)
B. Off-balance sheet credit exposures |  |  |  |  |  |  |  |  |  |  |
B.1 Non-performing exposures |  | 1,090 | (318) | 30 | — | — | — | — | — | — | —
B.2 Performing exposures |  | 14,932,353 | (16,692) | 12,427,961 | (2,908) | 1,030,644 | (206) | 63,127 | (16) | 272,585 | (50)
Total (B) | 14,933,443 | (17,010) | 12,427,991 | (2,908) | 1,030,644 | (206) | 63,127 | (16) | 272,585 | (50)
Total (A+B) | 31 December 2025 | 72,336,286 | (1,295,866) | 29,407,466 | (30,119) | 3,712,806 | (4,989) | 178,733 | (1,356) | 558,193 | (594)
Total (A+B) | 30 June 2025 | 80,396,996 | (1,317,760) | 30,871,665 | (28,957) | 2,642,444 | (2,915) | 256,876 | (614) | 757,139 | (381)

Notes to the Accounts | Part E – Information on risks and related hedging policies 569
B.3 Prudential consolidation – Distribution of on- and off-balance sheet exposures to banks by geography

Exposures/geographical area | Italy | Other European countries | America | Asia | Rest of the world
Net exposure | Overall value adjustments | Net exposure | Overall value adjustments | Net exposure | Overall value adjustments | Net exposure | Overall value adjustments | Net exposure | Overall value adjustments
A. On-balance sheet credit exposures |  |  |  |  |  |  |  |  |  |  |
A.1 Bad loans |  | — | — | — | — | — | — | — | — | — | —
A.2 Unlikely to pay |  | — | — | — | — | — | — | — | — | — | —
A.3 Overdue non-performing exposures |  | — | — | — | — | — | — | — | — | — | —
A.4 Performing exposures |  | 2,902,128 | (466) | 6,212,555 | (142) | 67,912 | (5) | 2,935 | (1) | 1 | —
Total (A) | 2,902,128 | (466) | 6,212,555 | (142) | 67,912 | (5) | 2,935 | (1) | 1 | —
B. Off-balance sheet credit exposures |  |  |  |  |  |  |  |  |  |  |
B.1 Non-performing exposures |  | — | — | — | — | — | — | — | — | — | —
B.2 Performing exposures |  | 2,178,538 | — | 7,702,004 | — | 44,617 | — | — | — | 43 | —
Total (B) | 2,178,538 | — | 7,702,004 | — | 44,617 | — | — | — | 43 | —
Total (A+B) | 31 December 2025 | 5,080,666 | (466) | 13,914,559 | (142) | 112,529 | (5) | 2,935 | (1) | 44 | —
Total (A+B) | 30 June 2025 | 3,852,243 | (716) | 14,975,408 | (157) | 91,599 | (4) | 494 | — | 79 | —

570 Consolidated Financial Statements as at 31 December 2025
B.4a Credit risk indicators

| 31 December 2025 | 30 June 2025
a) Gross bad loans/total loans | 0.25% | 0.25%
b) Non-performing accounts receivable / on-balance sheet credit exposures | 1.54% | 1.50%
c) Net bad loans/regulatory capital | 0.41% | 0.43%

B.4b Large exposures
As at 31 December 2025, exposures (including market risk and equity investments) exceeding 10% of CET 1 regulatory capital concerned twelve customer groups (one less than in the previous financial year) for a total gross exposure of €16.1bn (€15.5bn as at 30 June 2025); taking into account guarantees and weightings, the exposure amounted to €7.5bn, a slight drop compared to the previous financial year (€7.7bn). In detail, the twelve positions concerned an industrial group, two insurance companies, one financial company, and eight banking groups.

| 31 December 2025 | 30 June 2025
a) Book value | 16,082,589 | 15,529,308
b) Weighted value | 7,492,710 | 7,703,363
c) Number of positions | 12 | 13

Notes to the Accounts | Part E – Information on risks and related hedging policies 571
C. Securitization
QUALITATIVE INFORMATION
Mediobanca and its subsidiaries hold a securities portfolio arising from third-party securitizations of €2,139.9m (€1,641.8m as at 30 June 2025), of which €1,706.7m allocated to the banking book and €433.2m to the trading book (respectively, €1,291.2m and €350.6m).
In 2025, the European ABS market had a positive performance, with issuance volumes higher than in 2024 and a greater proportion of distributed transactions. Regarding yields, the downward trend of recent years continued, with more marked benefits for AAA CLOs and mezzanine tranches.
In the primary market, pan-European CLOs constituted the asset class with the largest volume of distributed securities, followed by UK RMBS and German auto loans. Most issues were oversubscribed, particularly in mezzanine tranches, allowing issuers to tighten spreads compared to the initial guidance.
A stable European ABS market is expected in 2026, supported by low interest rates and moderate economic growth, despite persistent geopolitical tensions.
The banking book, which grew from €1,291.2m to €1,706.1m, remained heavily concentrated in senior securities, which increased to €1,685.1m (€1,288.7m). The increase is primarily attributable to increased investments in high-quality CLOs, which rose from €883.6m to €1,304.9m; exposures with underlying NPLs decreased from €177.2m to €137.9 m, while those on mezzanine tranches increased to €21.6m; there were no exposures to junior securities.
The trading book increased from €350.6m to €433.2m. The senior component amounted to €167.1m, consisting of €100.7m relating to the Transferable Custody Receipt transaction, €37.9m in performing loans and consumer loans, and €28.5m in CLOs; the mezzanine component increased from €192.8m to €266m, primarily in CLOs. There were no exposures to junior tranches.
Mediobanca also has exposures to:
—CLI Holdings I and CLI Holdings II, SPVs under English law, which respectively subscribed to the capital of Cairn Loan Investments and Cairn Loan Investments II, independent managers of European CLOs set up by Polus, which invested in the junior tranches of the CLOs they manage in order to comply with risk retention
572 Consolidated Financial Statements as at 31 December 2025
prudential regulations. As at 31 December, CLI H I and CLI H II were recorded for €3.3m and €28.8m, respectively;
—Polus Loan Investments III, a closed-end fund compliant with the European AIFM Directive and a sub-fund of Polus Investment Funds ICAV (an umbrella fund under Irish law), subscribed to all the profit participating notes of Polus Loan Investments III DAC, the sponsor and originator of Polus-branded CLOs primarily on the European market and which, in compliance with applicable regulations, made the related investments for risk retention purposes. As at 31 December, PLI III had a book value of €3.5m;
—Italian Recovery Fund, a closed-end alternative investment fund (AIF) incorporated under Italian law and managed by DeA Capital Alternative Funds SGR S.p.A., which is currently invested in five securitization transactions (Valentine, Berenice, Cube, Este and Sunrise I) with Italian banks’ NPLs as the underlying instrument; the carrying amount was €13.9m at 31 December, with a remaining commitment of approximately €1m;
—Negentropy RAIF – Debt Select Fund, an alternative investment fund instituted under Luxembourg law and managed by Negentropy Capital Partners Limited, for which Mediobanca acted as advisor; the fund has senior tranches of real estate NPLs and loans as the underlying instrument, being recognized for €44.3m.
Notes to the Accounts | Part E – Information on risks and related hedging policies 573
QUANTITATIVE INFORMATION
C.2 Prudential consolidation – Exposures from main “third-party” securitizations divided by asset type / exposure type

Type of underlying assets/Exposure | Cash exposure
Senior | Mezzanine | Junior
Carrying amount | Value adjustments/write-backs | Carrying amount | Value adjustments/w rite-backs | Carrying amount | Value adjustments/write-backs
A. Italy NPLs (residential mortgages and real estate properties) | 137,900 | (14) | — | — | — | —
B. Italy Consumer ABS | 242,402 | 4 | 15,325 | (78) | — | —
E. Germany Consumer ABS | — | — | — | — | — | —
D. Holland Consumer ABS | — | — | — | — | — | —
E. Performing Loan Ireland | 37,923 | — | — | — | — | —
E. Performing Loan UK |  | — | — | — | — | —
G. Other loans (*) | 1,434,034 | (103) | 272,327 | 221 | — | —
Totale 31 December 2025 | 1,852,258 | (113) | 287,653 | 143 | — | —
Totale 30 June 2025 | 1,446,457 | 698 | 195,359 | 550 | — | —

(*) CLO transactions, €100m of which relating to TCR.
C.3 Prudential consolidation – Interests in SPVs

Name of securitization / name of SPV | Registered office | Consolida tion | Assets | Liabilities
Receivables | Debts securities | Other | Senior | Mezzanine | Junior
Quarzo 7 - Quarzo S.r.l. | Milan | Accountin g | — | — | — | — | — | —
Quarzo 9 - Quarzo S.r.l. | Milan | Accountin g | — | — | — | — | — | —
Quarzo 10 - Quarzo S.r.l. | Milan | Accountin g | — | — | 8 | — | — | —
Quarzo 11 - Quarzo S.r.l. | Milan | Accountin g | 147,237 | — | 25,118 | 86,319 | — | 72,000
Quarzo 12 - Quarzo S.r.l. | Milan | Accountin g | 424,069 | — | 27,744 | 341,222 | — | 94,500
Quarzo 13 - Quarzo S.r.l. | Milan | Accountin g | 2,786,040 | — | 238,221 | 2,537,500 | — | 362,500
Quarzo 14 - Quarzo S.r.l. | Milan | Accountin g | 643,453 | — | 37,656 | 573,777 | 75,396 | 18,110
Quarzo 15 - Quarzo S.r.l. | Milan | Accountin g | 872,847 | — | 46,014 | 774,000 | 101,700 | 24,400
MB Funding Lux | Luxembourg | Accountin g | 596,464 | 676,110 | — | 1,100,758 | — | —
SPV Project 2224 S.r.l. | Milan | Accountin g | 699,324 | — | 173,129 | 718,709 | — | 152,469

574 Consolidated Financial Statements as at 31 December 2025
C.5 Prudential consolidation – Servicing – Collecting securitized receivables and redeeming securities issued by SPVs

Servicer | Vehicle company | Securitized assets (end-of-period figure) | Receivables collected during the year | Percentage share of securities repaid (end-of-period figure)
Non-performing | Performing | Non-performing | Performing | Senior | Mezzanine | Junior
Non-perform ing assets | Performin g assets | Non-perform ing assets | Performin g assets | Non-perform ing assets | Perform ing assets
Compass | Quarzo Srl (Q11) | 8,124 | 89,411 | — | 50,354 | — | 94 | — | — | — | —
Compass | Quarzo Srl (Q12) | 22,667 | 311,734 | — | 105,555 | — | 61 | — | — | — | —
Compass | Quarzo Srl (Q13) | 114,317 | 2,706,533 | — | 860,729 | — | — | — | — | — | —
Compass | Quarzo Srl (Q14) | 27,227 | 504,710 | — | 146,191 | — | 34 | — | 34 | — | —
Compass | Quarzo Srl (Q15) | 21,721 | 793,662 | — | 217,605 | — | 7 | — | — | — | —
MBFacta S.p.A(*). | SPV Project 2224 S.r.l. | 14,220 | 2,797,597 | — | 368,709 | — | — | — | — | — | —

(*) Sub-servicer
C.6 Prudential consolidation – Consolidated securitization-related SPVs
Quarzo S.r.l. (Compass Banca)
This SPV currently has six securitization transactions in place with performing loans granted by Compass Banca as the underlying instrument (Compass has subscribed for the entire number of junior securities), which are ceded on a revolving basis for a period of between 6 and 66 months, at the end of which the amortization phase of the securitization may begin. Mezzanine tranches for €92.1m were issued, which includes €87.5m subscribed by external counterparties entitled to the SRT of the RWAs (i.e. €301.4m as at 31 December 2025).
The five deals in place are summarized in the table below:

Issue date | Senior | Mezzanine | Junior | Credit transferred in the year | Repayment date
A1 | A2 | A1 | A2
06 April 2022 | 528 | — | — | — | 72 | — | 15 May 2023
11 May 2023 | 450 | 155 | — | — | 95 | — | 17 June 2024
31 October 2023 | — | 2,538 | — | — | 362 | 1,501 | 15 January 2026
21 June 2024 | 500 | 201 | 87 | 5 | 22 | 136 | 17 March 2025
07 May 2025 | 735 | 39 | — | 102 | 24 | 969 | 31 July 2027
18 November 2025 | — | 2,581 | — | — | 319 | 3,088 | 15 February 2028

Legend:
A1: issued on the market
A2: subscribed to by the Parent Company and/or Group companies
Please note that the Quarzo 16 securitization transaction was structured last November. The transaction was completed through the non-recourse sale of an initial portfolio of performing consumer loans totalling €2.9bn to Quarzo S.r.l., which
Notes to the Accounts | Part E – Information on risks and related hedging policies 575
financed the purchase of the portfolio through the issuance of two classes of notes: a senior class of €2.6bn and a junior class of €319m, both subscribed by Compass at the time of issuance.
MB Funding Lux S.A. (Mediobanca)
This SPV was set up by Mediobanca in order to execute secured transactions with a corporate syndicated loan originated by Mediobanca International (Luxembourg) SA or Mediobanca S.p.A. as the underlying instrument, of which it retains the credit risk. The notes, which form part of Mediobanca’s “Medium-Term Note” programme of issuance, have been subscribed for entirely by Mediobanca and Mediobanca International and used as collateral for transactions on the interbank market.
There were no changes in the issues of MB Funding Lux S.A. subscribed by Mediobanca International Luxembourg S.A. during the financial year.
The transactions in progress as at 31 December 2025 are shown in the table below.

ISIN code | Notional amount | Issue Date | Repayment Date
XS2270559367 | 100,000,000 | 11/12/2020 | 11/06/2026
XS1937712112 | 200,000,000 | 13/10/2021 | 15/10/2026
XS1616696016 | 800,000,000 | 22/05/2017 | 23/12/2030
TOTAL | 1,100,000,000 |  |

576 Consolidated Financial Statements as at 31 December 2025
Transactions between the originators and the SPVs during the year under review were as follows:

Vehicle company | Credit disposal | Proceeds | Servicing fees | Junior interest | Additional return accrued
Quarzo S.r.l. | 2,606.7 | 2,621.4 | 9.7 | 138.2 | 293.3
MB Funding Lux S.A. | — | 82,764.1 | — | — | 3.3
SPV Project 2224 S.r.l. | 1,331.2 | 1,362.1 | 4.0 | 2.0 | 5.2

SPV PROJECT 2224 S.r.l. Sole-shareholder company (MBFacta)
Last March, the first securitization transaction was completed with the non-recourse sale of a portfolio of performing factoring receivables worth €726m and the simultaneous issuance of two classes of securities:
1.Senior bonds (€599m) subscribed by a single third-party institutional investor; and
2.junior bonds (totalling €127m) subscribed directly by MB Facta.
The receivables are sold on a revolving basis for a period between 24 and 36 months, after which the transaction can begin to amortize, subject to further extensions.
The issued securities are not listed on a regulated market and are not rated.
The transaction in place is summarized in the table below:

Issue date | Senior | Junior | Credit transferred in the year | Repayment date
A1 | A2
31 March 2025 | 300 | 419 | 152 | 1,331 | 29 April 2027

The transaction does not currently entail the substantial transfer of all risks and rewards, and therefore no accounting derecognition was carried out.
The vehicle, established at the beginning of 2025, is included in the scope of consolidation pursuant to IFRS10. While it does not own an interest, given its substantial ability to influence the vehicle's variable returns, being its sole customer, and simultaneously having the ability and capacity to direct its results, it qualifies as a so-called "de facto control."
Notes to the Accounts | Part E – Information on risks and related hedging policies 577
D. Disposals
A. Financial assets sold but not entirely derecognized
QUALITATIVE INFORMATION
With regard to the description of transactions represented in Tables D.1 and D.3 below, reference should be made to the descriptions found under the tables themselves. With regard, in particular, to transactions in debt securities against medium and long-term repurchase agreements, please refer to the contents of these Notes to the Accounts - Part B.
QUANTITATIVE INFORMATION
D.1 Prudential consolidation – Financial assets sold entirely recognized and related financial liabilities: book values

|  | Financial assets sold and entirely recognized | Related financial liabilities
|  | Carrying amount | of which: subject to securitization transactions | of which: subject to repurchase agreements | of which non-performing | Carrying amount | of which: subject to securitization transactions | of which: subject to repurchase agreements
A. Financial assets held for trading | 6,066,024 | — | 6,066,024 | X | 5,990,161 | — | 5,990,161
1. Debts securities | 3,950,733 | — | 3,950,733 | X | 3,961,802 | — | 3,961,802
2. Equity securities | 2,115,291 | — | 2,115,291 | X | 2,028,359 | — | 2,028,359
3. Loans | — | — | — | X | — | — | —
4. Derivatives | — | — | — | X | — | — | —
B. Other financial assets mandatorily measured at fair value | — | — | — | — | — | — | —
1. Debts securities | — | — | — | — | — | — | —
2. Equity securities | — | — | — | X | — | — | —
3. Loans | — | — | — | — | — | — | —
C. Financial assets designated at fair value | 302,267 | — | 302,267 | — | 302,256 | — | 302,256
1. Debts securities | 302,267 | — | 302,267 | — | 302,256 | — | 302,256
2. Loans | — | — | — | — | — | — | —
D. Financial assets measured at fair value through other comprehensive income | 1,666,343 | — | 1,666,343 | — | 1,541,991 | — | 1,541,991
1. Debts securities | 1,666,343 | — | 1,666,343 | — | 1,541,991 | — | 1,541,991
2. Equity securities | — | — | — | X | — | — | —
3. Loans | — | — | — | — | — | — | —
E. Financial assets measured at amortized cost | 4,463,374 | 2,437,344 | 2,026,030 | 31,671 | 4,387,992 | 2,540,210 | 1,847,782
1. Debts securities | 2,026,030 | — | 2,026,030 | — | 1,847,782 | — | 1,847,782
2. Loans | 2,437,344 | 2,437,344 | — | 31,671 | 2,540,210 | 2,540,210 | —
Total | 31/12/2025 | 12,498,008 | 2,437,344 | 10,060,664 | 31,671 | 12,222,400 | 2,540,210 | 9,682,190
Total | 30/06/2025 | 12,239,600 | 2,782,554 | 9,457,046 | 28,127 | 11,919,098 | 2,879,842 | 9,039,256

D.3 Prudential consolidation – Disposals related to financial liabilities with repayment
578 Consolidated Financial Statements as at 31 December 2025
exclusively based on assets sold and not fully derecognized: fair value

| Fully booked | Partially booked | Total
| 31/12/2025 | 30/06/2025
A. Financial assets held for trading | 6,066,024 | — | 6,066,024 | 5,396,950
1. Debts securities | 3,950,733 | — | 3,950,733 | 3,806,334
2. Equity securities | 2,115,291 | — | 2,115,291 | 1,590,616
3. Loans | — | — | — | —
4. Derivatives | — | — | — | —
B. Other financial assets mandatorily measured at fair value | — | — | — | —
1. Debts securities | — | — | — | —
2. Equity securities | — | — | — | —
3. Loans | — | — | — | —
C. Financial assets designated at fair value | 302,267 | — | 302,267 | 106,786
1. Debts securities | 302,267 | — | 302,267 | 106,786
2. Loans | — | — | — | —
D. Financial assets measured at fair value through other comprehensive income | 1,666,343 | — | 1,666,343 | 2,281,504
1. Debts securities | 1,666,343 | — | 1,666,343 | 2,281,504
2. Equity securities | — | — | — | —
3. Loans | — | — | — | —
E. Financial assets measured at amortized cost (fair value) | 4,009,946 | — | 4,009,946 | 3,999,881
1. Debts securities | 2,070,041 | — | 2,070,041 | 1,680,226
2. Loans | 1,939,905 | — | 1,939,905 | 2,319,655
Total financial assets | 12,044,580 | — | 12,044,580 | 11,785,121
Total associated financial liabilities | 11,498,291 | — | X | X
Net value 31/12/2025 | 546,289 | — | 12,044,580 | X
Net value 30/06/2025 | 571,633 | — | X | 11,785,121

Notes to the Accounts | Part E – Information on risks and related hedging policies 579
B. Financial assets sold and fully derecognized with continuing involvement recorded
QUALITATIVE AND QUANTITATIVE INFORMATION
At the end of the year, there were no fully cancelled transactions in place for the sale of financial assets that led to the recognition of a continuing involvement.
C. Financial assets sold and entirely derecognized
QUALITATIVE AND QUANTITATIVE INFORMATION
At the end of the year, there were no fully cancelled transactions in place for the sale of financial assets.
D. Covered bond transactions
Mediobanca Covered Bond S.r.l., an SPV incorporated under Article 7-bis of Italian Law 130/99, is owned as to 90% by Mediobanca Premier and as to 10% by SPV Holding.
At a Board meeting held in December 2020, the Bank’s Directors approved a resolution to renew the programme of covered bond issuance for a further ten years compared to the original expiry date (December 2021) for a total amount of €10bn.
The deal entails the involvement of:
―Mediobanca as the issuer of covered bonds;
―Mediobanca Premier S.p.A. as the seller (including on a revolving basis) of assets eligible for sale under the regulations in force, up to the limits on Mediobanca’s regulatory capital ratios, and servicer for the transaction;
―Mediobanca Covered Bond S.r.l. (SPV) as non-recourse transferee of the assets and guarantor of the covered bonds.
The issues in this programme were attributed an AA rating by Fitch.
580 Consolidated Financial Statements as at 31 December 2025
The programme includes 10 transactions in place for a value of €6,650m placed with institutional investors and secured by assets sold by Mediobanca Premier to Mediobanca Covered Bond for €8,603m (operating value), broken down as follows:

ISIN Code | Issue Date | Nominal Value | Rate | Expiry
IT0005315046 | Nov-17 | 750 | Fix: 1.25% | Nov-29
IT0005378036 | Jul-19 | 750 | Fix: 0.5% | Oct-26
IT0005433757 | Jan-21 | 750 | Fix: 0.01% | Feb-31
IT0005499543 | Jun-22 | 750 | Fix: 2.375% | Jun-27
IT0005579807 | Jan-24 | 800 | Fix: 3.25% | Nov-28
IT0005611063 | Sep-24 | 950 | Fix: 3% | Sep-31
IT0005650855 | Jun-25 | 1,050 | Fix: 2.625% | Aug-30
IT0005675332 | Oct-25 | 50 | Fix: 3.578% | Oct-40
IT0005678773 | Nov-25 | 750 | Fix: 2.875% | Feb-32
IT0005683443 | Dec-25 | 50 | Fix: 3.663% | Dec-40
|  | 6,650 |  |

Two tap issuances amounting to €220m and €80m, respectively, on the covered bond issued on 30 June 2025 were made in September and December.
In the last quarter of 2025, three issuances were completed for a total of €850m, including €100m (split into two issuances of €50m each) made through private placements.
The covered bond issued in November 2015 for a total of €750m was repaid in November.
During the year under review, as part of the normal course of operations, assets were sold by Mediobanca Premier to the special purpose vehicle Mediobanca Covered Bond S.r.l. in the amount of €942.2m, with the simultaneous repurchase of assets for €6.8m.
Notes to the Accounts | Part E – Information on risks and related hedging policies 581
* * *
E. Prudential consolidation – Credit risk management models
Within the scope of Mediobanca Companies, the Supervisory Authorities authorized the calculation of capital requirements using their own rating systems for the Corporate portfolio of Mediobanca and Mediobanca International (Probability of Default and Loss Given Default), for the Italian mortgage portfolio of MB Premier (Probability of Default and Loss Given Default), for consumer credit (Probability of Default and Loss Given Default) and credit card exposures (Probability of Default, Loss Given Default and Credit Conversion Factor) of Compass. For exposures for which the standardized methodology is currently used to calculate the regulatory capital requirements, Mediobanca and its subsidiaries have nonetheless developed internal credit risk models that are used for management purposes.
Moreover, a portfolio model has also been adopted in order to calculate the economic capital for credit risk, which enables geographical and sector concentration and diversification effects to be factored in.
582 Consolidated Financial Statements as at 31 December 2025
1.2 MARKET RISKS
1.2.1 INTEREST RATE RISK AND PRICE RISK – REGULATORY TRADING PORTFOLIO
QUALITATIVE INFORMATION
The Bank’s operating exposure to market risks in the trading portfolio is monitored by calculating operating earnings on a daily basis and through use of the following indicators:
—Sensitivity – mainly Delta and Vega – to the principal risk factors (interest rates, share prices, exchange rates, credit spreads, inflation and volatility, dividends, correlations, etc.); sensitivity analysis shows the increase or decrease in the value of financial assets and derivatives to local changes in these risk factors, providing a static representation of the market risk of the trading portfolio;
—Value-at-risk calculated using a weighted historical simulation method with scenarios updated daily, assuming a liquidation horizon of one business day and a confidence level of 99%.
Risks are monitored daily through VaR and sensitivity analyses to ensure compliance with operating limits, managing the risk appetite established by the Bank for its trading book and, in case of VaR, also to evaluate the robustness of the model through back-testing. The expected shortfall on the set of positions subject to VaR measurement is also calculated daily by means of historical simulation; this represents the average potential losses over and beyond the level of confidence for the VaR. Moreover, stress tests are carried out monthly (on the entire portfolio) concerning the main risk factors to show, among other things, the impact which more substantial movements in the main market variables might have (e.g. share prices and interest or exchange rates) calibrated on the basis of extreme changes in market variables.
Other complementary risk metrics are used in order to assess trading position risks not fully measured by VaR and by sensitivity analyses more specifically. The weight of products which require such metrics to be used is in any case extremely limited compared to the overall size of the Bank’s trading portfolio.
Over the course of the financial year, financial markets proved surprisingly robust despite geopolitical uncertainties, the introduction of tariffs by the United States, and a general weakening of the global economic cycle.
The second half of 2025 witnessed a reduction in government and interbank interest rates. The Federal Reserve (Fed) cut rates by a total of 75 bps between
Notes to the Accounts | Part E – Information on risks and related hedging policies 583
September and December, while the ECB left rates unchanged after its last reduction in June. With regard to credit spreads, a further decline was reported, leading to a new low for the BTP-BUND spread (66 bps) in December. On the stock markets, however, despite geopolitical uncertainties, positive performances were recorded across all markets, particularly on the US market, where the S&P 500 Index reached its all-time high at the end of December.
During the second half of the year, the VaR limit was breached once, while no breaches of the Stop Loss limits occurred. The breach of the VaR limit was technical in nature and related to certain interest rate risk hedging activities on certain line items.
Over the period July-December, the Value-at-Risk of the Trading aggregate fluctuated between a minimum of €2.8m recorded in December and a maximum of €7.5m recorded in November. The average figure (€5m) was 27% lower than the average of the previous year (€6.9m). Between July and November, until the peak date, VaR remained close to the average figure observed over the previous six-month period. After the peak in November, VaR gradually declined following a steady reduction in volatility across the main risk factors and the reduction of some exposures to certain equity issuers, reaching its lowest level at the end of the year.
The risk factors that explain the VaR trend are mainly as follows: (i) yields of Italian and core Euro Area government bonds and (ii) greater sense of direction in exposures to implied stock market volatilities. The contribution of other risk factors, such as the inflation rate or exchange rate, is marginal. With respect to these, the Bank’s position is conservative or substantially neutral.
The Expected shortfall - which measures a further stress scenario on the same VaR historical series - showed a lower figure than in the previous period (€7.2m against €9.7m).
Daily back-testing results (based on the comparison with the theoretical Profits and Losses) showed no cases of deviation from the VaR in the period July-December.
584 Consolidated Financial Statements as at 31 December 2025
Table 1: Value-at-risk and Expected Shortfall in the trading portfolio

Risk factors | Financial year 2025 (July-December 2025) | 2024-2025
(figures in €’000) | 31/12/2025 | Min | Max | Average | Average
Interest rates | 1,169 | 929 | 4.674 | 2,486 | 3,116
Credit | 1,116 | 765 | 2.352 | 1,625 | 1,715
Actions | 901 | 901 | 9.296 | 3,646 | 5,196
Exchange rates | 764 | 610 | 1.637 | 772 | 913
Inflation | 61 | 36 | 236 | 100 | 204
Volatility | 2,953 | 2.551 | 4.652 | 3,743 | 3,863
Diversification effect (*) | (4,180) | (3,720) | (13,825) | (7,320) | (8,081)
Total VaR | 2,784 | 2,784 | 7,505 | 5,052 | 6,925
Total Expected Shortfall | 4,888 | 4,755 | 13,477 | 7,272 | 9,752

(*) Associated with a less-than-perfect correlation between risk factors.
Apart from the general VaR limit on Trading positions, a system reflecting a greater degree of granularity for the individual trading desks is also in place.
Furthermore, each desk has sensitivity limits to changes in the various risk factors, which are monitored on a daily basis. Compared to the previous financial year, exposure was increased across almost all risk classes.
Tab. 2: Summary of the trend in the main trading portfolio sensitivities
€’000
Risk factors
Financial year 2025 (July-December)
2024-2025
(Figures in €)
31/12/2025
Min
Max
Average
Average
Equity delta (+1%)
(269,893)
(1,177,869)
6,084,819
571,660
588,346
Equity vega (+1%)
(552,758)
(2,198,740)
(536,502)
(1,334,796)
(2,729,540)
Interest rate delta (+1 bp)
(52,517)
(111,227)
3,585,809
216,626
241,223
Inflation delta (+1 bp)
(21,399)
(34,189)
(6,860)
(20,514)
(26,363)
Exchange rate delta (+1%)*
(12,624)
(148,326)
210,418
50,110
(120,329)
Credit delta (1 bp)
237,582
(46,253)
426,442
211,353
218,554
(*) This refers to the Euro gaining versus other foreign currencies.
Notes to the Accounts | Part E – Information on risks and related hedging policies 585
Trends in VaR of trading portfolio
586 Consolidated Financial Statements as at 31 December 2025
Trends in VaR constituents (Trading)
Notes to the Accounts | Part E – Information on risks and related hedging policies 587
QUANTITATIVE INFORMATION
1. Regulatory trading portfolio: distribution by residual maturity (repricing date) of financial cash assets and liabilities and financial derivatives

Type/Residual duration | Demand | Up to 3 months | From 3 months to 6 months | From 6 months to 1 year | From 1 year to 5 years | From 5 years to 10 years | Beyond 10 years | Indefinit e duration
1. Cash assets | 376 | 938,390 | 1,163,689 | 438,543 | 2,565,245 | 720,410 | 1,930,020 | —
1.1 Debt securities | 376 | 938,390 | 1,163,689 | 438,543 | 2,565,245 | 720,410 | 1,930,020 | —
- with early redemption option | — | — | — | — | — | — | — | —
- other | 376 | 938,390 | 1,163,689 | 438,543 | 2,565,245 | 720,410 | 1,930,020 | —
1.2 Other assets | — | — | — | — | — | — | — | —
2. Cash liabilities | 1,334 | 564,669 | 176,452 | 187,279 | 2,498,728 | 626,139 | 636,215 | —
2.1 Repos | — | — | — | — | — | — | — | —
2.2 Other liabilities | 1,334 | 564,669 | 176,452 | 187,279 | 2,498,728 | 626,139 | 636,215 | —
3. Financial derivatives |  |  |  |  |  |  |  |
3.1 With underlying securities |  |  |  |  |  |  |  |
- Options |  |  |  |  |  |  |  |
+ Long positions | — | 200,000 | 127,698 | — | — | — | — | —
+ Short positions | — | 200,000 | 127,698 | — | — | — | — | —
- Other |  |  |  |  |  |  |  |
+ Long positions | — | 1,204,447 | — | 128,579 | 500,000 | — | — | —
+ Short positions | — | 1,204,447 | — | 128,579 | 500,000 | — | — | —
3.2 Without underlying securities |  |  |  |  |  |  |  |
- Options |  |  |  |  |  |  |  |
+ Long positions | — | 11,558,925 | 1,938,017 | 609,653 | 7,297,658 | 1,554,981 | 268,651 | —
+ Short positions | — | 11,558,925 | 1,938,017 | 609,653 | 7,297,658 | 1,554,981 | 268,651 | —
- Other derivatives |  |  |  |  |  |  |  |
+ Long positions | 31,314 | 49,695,181 | 28,366,608 | 32,316,978 | 38,137,701 | 16,557,067 | 7,299,613 | —
+ Short positions | 31,314 | 64,463,061 | 33,369,949 | 12,535,756 | 38,137,701 | 16,557,067 | 7,309,613 | —

588 Consolidated Financial Statements as at 31 December 2025
2. Regulatory trading portfolio: cash exposures in securities and UCITS units

Type of exposure/Amounts | Carrying amount
Level 1 | Level 2 | Level 3
A. Equity securities (1) |  |  |
A.1 Shares | 5,429,755 | 42,441 | 308
A.2 Innovative equity instruments | — | — | —
A.3 Other equity instruments | — | — | —
B. UCITS |  |  |
B.1 Under Italian law | — | — | —
- harmonized open | — | — | —
- non-harmonized open | — | — | —
- closed | — | — | —
- reserved | — | — | —
- speculative | — | — | —
B.2 Under other EU states law | — | — | —
- harmonized | 109,267 | — | 5,052
- non-harmonized open | — | — | —
- non-harmonized closed | — | — | —
B.3 Under non-EU states law | — | — | —
- open | — | — | —
- closed | — | — | —
Total | 5,539,022 | 42,441 | 5,360

(1) Net imbalance between trading activities and technical overdrafts recognized as trading liabilities: over 99% of net exposure concerns EU countries.
Notes to the Accounts | Part E – Information on risks and related hedging policies 589
1.2.2 INTEREST RATE RISK AND PRICE RISK – BANKING BOOK
QUALITATIVE INFORMATION
The interest rate risk of Mediobanca and its subsidiaries is managed by testing the sensitivity of net interest income and the sensitivity of the economic value. The sensitivity of net interest income quantifies the impact on current earnings in the worst-case scenario among those outlined in the guidelines of the Basel Committee (BCBS) transposed in the EBA document in 2022 (EBA/GL/2022/14). During such tests, the asset stocks are maintained constant, assuming to renew the items falling due with items having the same financial characteristics and assuming a time horizon of twelve months.
Conversely, the sensitivity of economic value measures the impact of expected future flows on the current value in the worst-case scenario of those contemplated in the Basel Committee guidelines (BCBS).
All the scenarios present a floor set by the EBA guidelines at minus 1.5% on the demand maturity with linear progression up to 0% at the fifty-year maturity. In the current market environment, this floor has a very limited impact on sensitivity metrics.
For both sensitivities, line items have been treated based on their contractual profile, except for the items related to current account deposits for retail clients (which have been treated on the basis of proprietary behavioural models) and consumer credit items and mortgages (which reflect the possibility of early repayment).
With reference to the banking book positions of Mediobanca and its subsidiaries as at 31 December, in the event of a parallel downturn in the curve (a "Parallel Down"), the expected net interest income would experience a negative change of €74m, well below last year’s change (down €129m), primarily due to the shortening of the average duration of liabilities, caused by the inclusion of fair value issues. The year-end figure was below the average for the previous 12-month period (down €139m in the Parallel Down scenario).
With reference to the analysis of the present value of future cash flows in the banking book of Mediobanca and its subsidiaries, the shock that may cause the worst change would occur in the event of a parallel upturn in the interest rate curve (“Parallel Up”). With a negative change of €385m, primarily due to the impact of Mediobanca (down €324m). In the previous year, the maximum change was a negative €254m in the “Parallel Down” scenario. The increase in absolute value of sensitivity
590 Consolidated Financial Statements as at 31 December 2025
(€-131m) is mainly due to the inclusion of fair value hedging of issues (€-45m) and a temporary increase in sensitivity in the Consumer division (€-70m).

|  |  |  |  |  |  | (€m)
Data at 31 december 2025 |  |  | Banking Book |
|  |  | Maximum level scenario | Ex Grroup Mediobanca | Mediobanca S.p.A. | MB Premier | Compass | Other
Net interest income sensitivity |  |  | Parallel Down | (74) | 16 | (21) | (34) | (27)
Sensitivity of discounted value of expected cash flows |  | Parallel Up | (385) | (324) | (14) | (65) | (16)

The values obtained for the net interest income sensitivity are lower than the RAF limit of 4.5% of the Mediobanca sub-consolidation (Group net interest income/TIER 1), while the economic value sensitivity was lower than the Group RAF limit by 6% (Economic Value sensitivity/Group TIER 1).
The SOT NII regulatory indicator stood at 2.3% (sensitivity of Net Interest Income/Tier 1 Capital), well below the regulatory threshold of 5%, while the SOT EVE indicator stood at 2.3% (sensitivity of Economic Value/Tier 1 Capital), well below the regulatory threshold of 15%.
In addition to regulatory scenarios, two operational scenarios were also developed with two parallel shocks of + and – 100 bps:

| +100 bps | -100 bps
Net interest income sensitivity | 9 | (38)
Sensitivity of discounted value of expected cash flows | (191) | 80

In addition to the scenarios envisaged from a regulatory standpoint, the + 50 bps scenario is continuously monitored:

|  |  | (€m)
| 31 December 2024 | Average amount for the year 2025 | 30 December 2025
Former Mediobanca Group | 31 | 32 | 18
Mediobanca S.p.A. | 15 | 16 | 10

Notes to the Accounts | Part E – Information on risks and related hedging policies 591
Hedging transactions
Hedges are intended to neutralize possible losses that may be incurred on a given asset or liability, due to the volatility of certain financial risk factors (interest rate, exchange rate, credit or some other risk parameter) through the gains that may be realized on a hedging instrument that is capable of offsetting changes in fair value or cash flows of the hedged instrument. For fair value hedges in particular, the Group seeks to minimize the financial risk on interest rates by bringing the entire interest-bearing exposure in line with the Ester rate.
A.
Fair value hedging
Fair value hedges are used to neutralize exposure to interest rate or price risk for specific asset or liability positions, via derivative contracts entered into with leading market counterparties with high credit rating. In particular, with regard to interest rate risk, Mediobanca and its subsidiaries apply specific hedges to individual items or clusters of like-for-like assets and liabilities in terms of interest rate risk.
The objective of these hedges is to reduce the interest rate risk through swaps that convert fixed-rate into floating rate assets and/or liabilities. The items being mainly hedged are fixed-rate or structured liabilities issued by Mediobanca, investments in fixed-rate securities under assets held in the HTC and HTCS portfolio, the portfolio of fixed-rate mortgage loans, the floors implicit in the floating-rate loans of the Lending division and floating-rate mortgage loans granted by Mediobanca Premier and the deposits of Mediobanca Premier for which the new behavioural model is being taken into account with a benefit on the effective maturity.
During the financial year, the Bank began centralizing the risks of homogeneous portfolios (mortgages, consumer loans, and modelled customer deposits) in order to manage interest rate risk on a net basis by maturity time bands. For each maturity time band, the residual net risk was hedged with derivatives associated with the asset or liability portfolio designated as macro hedge in accordance with paragraph 81A of IAS 39, which applies even in the event of adoption of IFRS 9 (paragraph 6.1.3 of IFRS 9).
Some structured bond issues remain in the portfolio without causing any risks correlated to the main risk, broken down into the interest rate component (hedged) and
592 Consolidated Financial Statements as at 31 December 2025
other risks which are represented in the trading book and are usually covered by external positions of the opposite sign; for structured bonds issued during the year, mostly interest rate, the Bank applied the fair value option in the initial recognition phase of the liability and the related risks were hedged with derivatives measured at Fair Value Through Profit or Loss in order to deal with the impacts on the profit or loss account.
B.
Cash flow hedging
This form of hedging is mainly used in the context of some Mediobanca and its subsidiaries’ operations (in particular the share of the consumer credit portfolio financed externally to Mediobanca), where provisions at a floating rate are set aside for a significant amount against a large number of transactions for a negligible amount, generally at a fixed rate. The hedge is made in order to transform these positions into fixed-rate positions, correlating the relevant cash flows with investments. Normally, Mediobanca and its subsidiaries’ use derivatives to fix the expected cost of deposits over the reference period to cover floating-rate loans in place and future transactions linked to systematic renewals of such loans upon expiry.
There are also some transactions in which securities whose payoff is indexed to inflation are transformed into a fixed rate in order to eliminate the variability of interest flows.
C.
Foreign investment hedging activities
D.
Hedging instruments
As at £1 Decembre 2025, nothing to report.
E.
Hedged items
As for hedged items and hedging instruments, they have been exhaustively described in the previous paragraphs and throughout the Document.
Notes to the Accounts | Part E – Information on risks and related hedging policies 593
Counterparty risk
Counterparty risk generated by market transactions with institutional customers or counterparties is measured in terms of expected potential future exposure. With regard to derivatives and collateralized short-term loan products (repos and securities lending), the calculation is based on determining the maximum potential exposure (assuming a 95% likelihood) at various points in time up to 30 years. The scope of application regards all groups of counterparties which have relations with the Bank, taking into account the presence of netting (e.g. ISDA, GMSLA or GMRA) and collateralization agreements (e.g. CSA), if any. Exposures deriving from transactions on the interbank market should be added to these. For these three types of transactions, different exposure limits are granted to each counterparty and/or group subject to internal analysis and approval by the Lending and Underwriting Committee.
With regard to derivative transactions, as required by IFRS 13, the fair value incorporates the effects of the counterparty credit risk (referred to as CVA) and Mediobanca credit risk (referred to as DVA) based on the future exposure profile of the set of contracts in place.
594 Consolidated Financial Statements as at 31 December 2025
QUANTITATIVE INFORMATION
1.Banking book by outstanding maturity (repricing date) of financial assets and liabilities

Type/Residual duration | Demand | Up to 3 months | From 3 months to 6 months | From 6 months to 1 year | From 1 year to 5 years | From 5 years to 10 years | Beyond 10 years | Indefinite duration
1. Cash assets | 5,315,904 | 31,007,988 | 8,827,664 | 4,934,905 | 15,872,663 | 6,155,215 | 6,609,365 | 356
1.1 Debt securities | 71,612 | 2,677,542 | 2,533,010 | 819,905 | 2,068,657 | 1,683,583 | 2,097,230 | —
- with early redemption option | — | — | — | — | — | — | — | —
- other | 71,612 | 2,677,542 | 2,533,010 | 819,905 | 2,068,657 | 1,683,583 | 2,097,230 | —
1.2 Loans to banks | 2,260,833 | 3,729,043 | 44 | 566,771 | 566,039 | — | 72,117 | 356
1.3 Loans to customers | 2,983,459 | 24,601,403 | 6,294,610 | 3,548,229 | 13,237,967 | 4,471,632 | 4,440,018 | —
– current accounts | 1,549,640 | — | — | — | — | — | — | —
- other loans | 1,433,819 | 24,601,403 | 6,294,610 | 3,548,229 | 13,237,967 | 4,471,632 | 4,440,018 | —
– with early redemption option | 117,106 | 5,399,832 | 1,268,118 | 2,354,777 | 11,440,381 | 4,179,950 | 4,436,205 | —
– other | 1,316,713 | 19,201,571 | 5,026,492 | 1,193,452 | 1,797,586 | 291,682 | 3,813 | —
2. Cash liabilities | 24,090,732 | 28,301,087 | 5,073,093 | 8,608,577 | 9,965,597 | 2,281,830 | 5,264,309 | 1
2.1 Due to customers | 20,616,055 | 8,556,321 | 2,562,215 | 2,615,537 | 687,776 | 46,102 | 11,939 | 1
– current accounts | 18,896,372 | 1,523,282 | — | — | — | — | — | —
- other amounts due | 1,719,683 | 7,033,039 | 2,562,215 | 2,615,537 | 687,776 | 46,102 | 11,939 | 1
– with early redemption option | — | — | — | — | — | — | — | —
– other | 1,719,683 | 7,033,039 | 2,562,215 | 2,615,537 | 687,776 | 46,102 | 11,939 | 1
2.2 Due to banks | 3,473,873 | 8,249,003 | 420,026 | 698,910 | 2,020,477 | 103,938 | 999,538 | —
– current accounts | 244,997 | — | — | — | — | — | — | —
- other amounts due | 3,228,876 | 8,249,003 | 420,026 | 698,910 | 2,020,477 | 103,938 | 999,538 | —
2.3 Debt securities | 804 | 11,495,763 | 2,090,852 | 5,294,130 | 7,257,344 | 2,131,790 | 4,252,832 | —
– with early redemption option | — | 1,337,951 | — | — | — | — | — | —
– other | 804 | 10,157,812 | 2,090,852 | 5,294,130 | 7,257,344 | 2,131,790 | 4,252,832 | —
2.4 Other liabilities | — | — | — | — | — | — | — | —
– with early redemption option | — | — | — | — | — | — | — | —
– other | — | — | — | — | — | — | — | —
3. Financial derivatives |  |  |  |  |  |  |  |
3.1 With underlying securities |  |  |  |  |  |  |  |
– Options |  |  |  |  |  |  |  |
+ long positions | — | — | — | — | — | — | — | —
+ short positions | — | — | — | — | — | — | — | —
– Other derivatives |  |  |  |  |  |  |  |
+ long positions | — | — | — | — | — | — | — | —
+ short positions | — | — | — | — | — | — | — | —
3.2 Without underlying securities |  |  |  |  |  |  |  |
– Options |  |  |  |  |  |  |  |
+ long positions | — | — | — | 19,000 | 9,375 | — | 1,053,811 | —
+ short positions | — | — | — | 19,000 | 9,375 | — | 1,053,811 | —
– Other derivatives |  |  |  |  |  |  |  |
+ long positions | — | 9,228,561 | 4,427,450 | 12,489,368 | 8,672,115 | 3,769,406 | 2,779,968 | —
+ short positions | — | 17,402,554 | 2,491,657 | 6,251,168 | 8,672,115 | 3,769,406 | 2,779,968 | —
4. Other off-balance sheet transactions | (229,366) | 2,499,689 | (140,321) | (557,362) | (1,127,626) | 253,466 | (698,480) | —
+ long positions | 15,246 | 14,122,010 | 742,366 | 680,607 | 11,240,237 | 3,057,495 | 2,337,460 | —
+ short positions | 244,612 | 11,622,321 | 882,687 | 1,237,969 | 12,367,863 | 2,804,029 | 3,035,940 | —

Notes to the Accounts | Part E – Information on risks and related hedging policies 595
2. Banking book: cash exposures in securities and UCITS units

Type of exposure/Amounts | Carrying amount
Level 1 | Level 2 | Level 3
A. Equity securities (¹) |  |  |
A.1 Shares | 136,089 | 562 | 77,338
A.2 Innovative equity instruments | — | — | —
A.3 Other equity instruments | — | — | —
B. UCITS |  |  |
B.1 Under Italian law | 44,150 | — | 210,982
- harmonized open | 39,119 | — | —
- non-harmonized open | — | — | —
- closed | — | — | 210,982
- reserved | — | — | —
- speculative | 5,030 | — | —
B.2 Under other EU states law | 183,655 | 1,577 | 267,676
- harmonized | — | — | —
- non-harmonized open | — | — | 44,273
- non-harmonized closed | 183,655 | 1,577 | 223,403
B.3 Under non-EU states law | — | — | —
- open | — | — | —
- closed | — | — | —
Total | 363,894 | 2,139 | 555,996

(¹) Of which 36% Italian and 64% from other EU member states.
596 Consolidated Financial Statements as at 31 December 2025
1.2. 3 EXCHANGE RATE RISK
QUALITATIVE INFORMATION
A. General aspects, operating processes and measurement techniques of exchange rate risk
B. Exchange rate risk hedging
The trend in the exchange rate component of VaR described in the Section “Part E - 1.2.1 INTEREST RATE RISK AND PRICE RISK - REGULATORY TRADING PORTFOLIO” is an effective representation of changes in the risks taken on the forex market, by virtue of an overall management of currency exposure.
QUANTITATIVE INFORMATION
1.Assets, liabilities and derivatives by currency

Items | Currencies
US Dollar | Great Britain Pound | Japanese Yen | Swedish Krona | Swiss Franc | Other currencies
A. Financial assets | 3,902,938 | 3,279,939 | 6,406 | 157,384 | 821,582 | 237,421
A.1 Debt securities | 1,181,884 | 599,729 | — | — | 187,498 | —
A.2 Equity securities | 166,897 | 1,580,997 | — | 157,255 | 399,054 | 186,707
A.3 Due from banks | 599,608 | 658,208 | 6,400 | 129 | 21,622 | 16,153
A.4 Due from customers | 1,950,827 | 378,966 | — | — | 208,969 | 34,517
A.5 Other financial assets | 3,722 | 62,039 | 6 | — | 4,439 | 44
B. Other assets | — | 32 | — | — | 4 | —
C. Financial liabilities | 3,155,565 | 2,383,064 | 90,862 | 1,426 | 229,868 | 57,230
C.1 Due to banks | 111,043 | 1,720,850 | 11,951 | 1,422 | 13,427 | 252
C.2 Due to customers | — | 421,987 | 282 | 4 | 12,744 | 22,651
C.3 Debt securities | 1,802,688 | 1,982 | 78,629 | — | 198,543 | 34,327
C.4 Other financial liabilities | 1,984 | 238,245 | — | — | 5,154 | —
D. Other liabilities | 248 | 5,138 | — | — | 27 | —
E. Financial derivatives |  |  |  |  |  |
- Options |  |  |  |  |  |
+ Long positions | 481,395 | 15,041 | 23,366 | — | — | 21,293
+ Short positions | 250,883 | 826,827 | 15,951 | 153,513 | 349,024 | 238,017
- Other derivatives |  |  |  |  |  |
+ Long positions | 2,188,567 | 1,209,476 | 279,063 | 691 | 317,319 | 230,597
+ Short positions | 3,223,846 | 1,322,763 | 160,879 | 26,873 | 610,777 | 192,107
Total assets | 6,572,900 | 4,504,488 | 308,835 | 158,075 | 1,138,905 | 489,311
Total liabilities | 6,630,542 | 4,537,792 | 267,692 | 181,812 | 1,189,696 | 487,354
Difference (+/-) | (57,642) | (33,304) | 41,143 | (23,737) | (50,791) | 1,957

Notes to the Accounts | Part E – Information on risks and related hedging policies 597
2. Internal models and other methodologies used for sensitivity analysis
During the six-month period as at 31 December 2025, the Euro-dollar rate moved around the average value of 1.16, reaching a low of 1.14 and a high of 1.18, recorded in the month of September. The overall Forex VaR recorded an average value of approximately €770,000.
598 Consolidated Financial Statements as at 31 December 2025
1.3 DERIVATIVE INSTRUMENTS AND HEDGING POLICIES
1.3.1 TRADING DERIVATIVES
A.Financial derivatives
A.1 Trading financial derivatives: reporting-date notional values

Underlying assets / Type of derivatives | 31 December 2025 | 30 June 2025
Over the counter | Establishe d markets | Over the counter | Establishe d markets
Central counterparties | Without central counterparties | Central counterparties | Over the counter
With offsetting arrangements | Without offsetting arrangements | With offsetting arrangemen ts | Without offsetting arrangements
1. | Debt securities and interest rate | 130,535,067 | 49,699,248 | 2,316,234 | 2,604,343 | 129,300,168 | 38,202,754 | 1,869,440 | 2,930,360
| a) Options | — | 19,157,534 | 493,598 | 863,369 | — | 23,541,976 | 305,493 | 2,093,092
| b) Swaps | 130,535,067 | 28,105,635 | 1,822,636 | — | 129,300,168 | 12,141,401 | 1,563,947 | —
| c) Forwards | — | 788,079 | — | — | — | 755,917 | — | —
| d) Futures | — | — | — | 1,740,974 | — | — | — | 837,268
| e) Other | — | 1,648,000 | — | — | — | 1,763,460 | — | —
2. | Equity securities and stock price indexes | — | 12,393,328 | 1,215,709 | 10,738,767 | — | 16,161,674 | 1,470,227 | 17,005,516
| a) Options | — | 8,506,791 | 856,391 | 9,957,751 | — | 13,552,271 | 623,244 | 16,079,598
| b) Swaps | — | 3,886,537 | — | — | — | 2,609,403 | — | —
| c) Forwards | — | — | 772 | — | — | — | — | —
| d) Futures | — | — | — | 781,016 | — | — | — | 925,918
| e) Other | — | — | 358,546 | — | — | — | 846,983 | —
3. | Currencies and gold | — | 11,498,507 | 350,150 | — | — | 12,878,582 | 349,281 | —
| a) Options | — | 1,293,083 | — | — | — | 2,115,039 | — | —
| b) Swaps | — | 5,997,815 | — | — | — | 5,921,715 | — | —
| c) Forwards | — | 4,207,609 | 350,150 | — | — | 4,841,828 | 349,281 | —
| d) Futures | — | — | — | — | — | — | — | —
| e) Other | — | — | — | — | — | — | — | —
4. | Commodities | — | 353,535 | 362,903 | 1,127,786 | — | 553,535 | 693,168 | 1,026,021
5. | Other | — | — | — | — | — | — | — | —
Total | 130,535,067 | 73,944,618 | 4,244,996 | 14,470,896 | 129,300,168 | 67,796,545 | 4,382,116 | 20,961,897

(1) This exclusively regards Certificates issued.
Notes to the Accounts | Part E – Information on risks and related hedging policies 599
A.2 Trading financial derivatives: gross positive and negative fair values by product

Types of derivatives |  | Total 31/12/2025 |  |  | Total 30/06/2025
Over the counter | Establishe d markets | Over the counter | Establishe d markets
Central counterpartie s | Without central counterparties | Central counterpartie s | Without central counterparties
With offsetting arrangement s | Without offsetting arrangement s | With offsetting arrangement s | Without offsetting arrangement s
1. Positive fair value |  |  |  |  |  |  |  |
a) Options | — | 370,761 | 617,281 | 456,636 | — | 453,176 | 585,480 | 692,563
b) Interest rate swaps | 186,254 | 129,375 | 36,707 | — | 83,305 | 113,873 | 36,961 | —
c) Cross currency swaps | — | 94,691 | — | — | — | 143,945 | — | —
d) Equity swaps | — | 256,277 | — | — | — | 234,621 | — | —
e) Forwards | — | 82,019 | 35,378 | — | — | 119,314 | 44,929 | —
f) Futures | — | — | — | 10,019 | — | — | — | 15,383
g) Other (1) | — | — | 18,858 | — | — | — | 19,754 | —
Total | 186,254 | 933,123 | 708,224 | 466,655 | 83,305 | 1,064,929 | 687,124 | 707,946
2. Negative fair value |  |  |  |  |  |  |  |
a) Options | — | 579,155 | 715,730 | 706,583 | — | 539,261 | 649,330 | 812,638
b) Interest rate swaps | 10,926 | 369,985 | 5,556 | — | 10,232 | 263,104 | 6,283 | —
c) Cross currency swaps | — | 90,728 | — | — | — | 103,075 | — | —
d) Equity swaps | — | 91,544 | — | — | — | 32,742 | — | —
e) Forwards | — | 17,094 | 2,533 | — | — | 50,225 | 10,578 | —
f) Futures | — | — | — | 283,283 | — | — | — | 64,863
g) Other (1) | — | — | 406,511 | — | — | — | 916,495 | —
Total | 10,926 | 1,148,506 | 1,130,330 | 989,866 | 10,232 | 988,407 | 1,582,686 | 877,501

(1) This exclusively regards Certificates issued.
600 Consolidated Financial Statements as at 31 December 2025
A.3 OTC trading financial derivatives: notional values, gross positive and negative fair values by counterparty

Underlying assets | Central counterparties | Banks | Other financial companies | Other entities
Contracts not included in offsetting arrangements |  |  |  |
1) Debt securities and interest rates |  |  |  |
- notional value | X | 1,383,557 | 608,764 | 323,914
- positive fair value | X | 11,332 | 28,839 | 1,000
- negative fair value | X | 1 | 6,906 | 2,700
2) Equity securities and stock indexes (1) |  |  |  |
- notional value | X | 1,002,641 | 213,043 | 24
- positive fair value | X | 631,855 | 197 | 1,014
- negative fair value | X | 1,099,704 | 19,656 | 36
3) Currencies and gold |  |  |  |
- notional value | X | 46,928 | 290,814 | 12,407
- positive fair value | X | 41 | 13,731 | 6
- negative fair value | X | 29 | 1,279 | 19
4) Commodities |  |  |  |
- notional value | X | 362,903 | — | —
- positive fair value | X | 20,209 | — | —
- negative fair value | X | — | — | —
5) Other |  |  |  |
- notional value | X | — | — | —
- positive fair value | X | — | — | —
- negative fair value | X | — | — | —
Contracts included in offsetting arrangements |  |  |  |
1) Debt securities and interest rates |  |  |  |
- notional value | 130,535,067 | 37,105,518 | 9,547,489 | 3,046,241
- positive fair value | 186,254 | 116,700 | 113,740 | 7,521
- negative fair value | 10,926 | 145,250 | 226,929 | 65,972
2) Equity securities and stock indexes |  |  |  |
- notional value | — | 7,649,552 | 2,333,396 | 2,410,380
- positive fair value | — | 93,114 | 335,803 | 128,554
- negative fair value | — | 459,022 | 89,080 | 32,360
3) Currencies and gold |  |  |  |
- notional value | — | 6,813,535 | 2,818,124 | 1,866,847
- positive fair value | — | 83,110 | 40,724 | 13,630
- negative fair value | — | 66,983 | 49,791 | 12,288
4) Commodities |  |  |  |
- notional value | — | 353,535 | — | —
- positive fair value | — | 225 | — | —
- negative fair value | — | 830 | — | —
5) Other |  |  |  |
- notional value | — | — | — | —
- positive fair value | — | — | — | —
- negative fair value | — | — | — | —

(1) Which includes Certificates with a nominal value of €846 983 and a fair value of €-896.741.
Notes to the Accounts | Part E – Information on risks and related hedging policies 601
A.4 Outstanding life of OTC financial derivatives: notional amounts

Underlying / Outstanding life | Up to 1 year | From 1 year to 5 years | Over 5 years | Total
A.1 Financial derivative contracts on debt securities and interest rates | 55,871,720 | 75,477,337 | 51,201,492 | 182,550,549
A.2 Financial derivative contracts on equity securities and stock indexes | 9,435,137 | 3,023,659 | 1,150,241 | 13,609,037
A.3 Financial derivatives on currencies and gold | 7,671,628 | 3,430,199 | 746,830 | 11,848,657
A.4 Financial derivatives on commodities | 492,806 | 223,632 | — | 716,438
A.5 Other financial derivatives | — | — | — | —
Total | 31/12/2025 | 73,471,291 | 82,154,827 | 53,098,563 | 208,724,681
Total | 30/06/2025 | 87,761,618 | 76,739,256 | 36,877,956 | 201,378,830

B. Credit derivatives
B.1 Trading credit derivatives: reporting-date notional values

Type of transaction | Trading derivatives
| with a single counterparty | With more than one counterparty (basket)
1. Hedge purchases |  |
a) Credit default products | 2,772,236 | 14,457,482
b) Credit spread products | — | —
c) Total rate of return swap | — | —
d) Other (1) | 123,041 | —
Total 31/12/2025 | 2,895,277 | 14,457,482
Total 30/06/2025 | 2,997,010 | 14,797,089
2. Hedging sales |  |
a) Credit default products | 2,354,687 | 15,435,374
b) Credit spread products | — | —
c) Total rate of return swap | — | —
d) Other | — | —
Total 31/12/2025 | 2,354,687 | 15,435,374
Total 30/06/2025 | 2,517,724 | 15,796,730

(1) This exclusively regards Certificates issued.
The column headed “Basket” includes the positions in credit indexes matched by positions on single names which go to make up the same index for the skew issues.112 The arbitrage structures have a notional value of €10.4bn (€11.2bn in June 2025). The
112 Please see “Part B - Liabilities - Liabilities at amortized cost” of the present consolidated report.
602 Consolidated Financial Statements as at 31 December 2025
embedded derivative of the issues consists in purchases of hedges of €1.5bn 113 (€1.4bn as at 30 June 2025) on individual entities.
B.2 Trading credit derivatives: gross positive and negative fair values by product

Types of derivatives | 31 December 2025 | 30 June 2025
1. Positive fair value |  |
a) Credit default products | 182,843 | 191,978
b) Credit spread products | — | —
c) Total rate of return swap | — | —
d) Other | — | —
Total | 182,843 | 191,978
2. Negative fair value |  |
a) Credit default products | 198,378 | 211,067
b) Credit spread products | — | —
c) Total rate of return swap | — | —
d) Other (1) | 129,108 | 129,984
Total | 327,486 | 341,051

(1) This exclusively regards Certificates issued.
113 Embedded items with underlying commodities (€363m) and related derivatives (€1,481m) are shown in Table A.1.
Notes to the Accounts | Part E – Information on risks and related hedging policies 603
B.3 OTC trading credit derivatives: notional values and gross positive/negative fair value, by counterparty

| Central counterparties | Banks | Other financial companies | Other entities
Contracts not included in offsetting arrangements |  |  |  |
1) Hedging purchases |  |  |  |
− notional value (1) | X | 1,613,257 | 236,076 | —
− positive fair value | X | 1,414 | 1,024 | —
− negative fair value (1) | X | 129,155 | 3,210 | —
2) Hedging sales |  |  |  |
− notional value | X | 12,251 | — | —
− positive fair value | X | 8,150 | — | —
− negative fair value | X | — | — | —
Contracts included in offsetting arrangements |  |  |  |
1) Hedging purchases |  |  |  |
− notional value | 7,851,029 | 1,036,282 | 6,616,115 | —
− positive fair value | — | 971 | 13 | —
− negative fair value | — | 18,420 | 139,302 | —
2) Hedging sales |  |  |  |
− notional value | 7,518,108 | 1,996,473 | 8,263,230 | —
− positive fair value | — | 34,644 | 136,628 | —
− negative fair value | 14,800 | 15,040 | 7,558 | —

(1) Which includes Certificates with a nominal value of €123,041 and a fair value of €-129,108.
B.4 Outstanding life of OTC trading credit derivatives: notional values

Underlying / Outstanding life | Up to 1 year | From 1 year to 5 years | Over 5 years | Total
1 Hedging sales | 721,023 | 16,336,985 | 732,054 | 17,790,062
2 Hedging purchases | 648,565 | 16,630,043 | 74,151 | 17,352,759
Total 31/12/2025 | 1,369,588 | 32,967,028 | 806,205 | 35,142,821
Total 30/06/2025 | 2,606,112 | 32,535,328 | 967,113 | 36,108,553

604 Consolidated Financial Statements as at 31 December 2025
1.3.2 ACCOUNTING HEDGES
QUANTITATIVE INFORMATION
A. Financial hedging derivatives
A.1 Financial hedging derivatives: reporting-date notional value.

Underlying assets / Type of derivatives | 31 December 2025 | 30 June 2025
Over the counter | Established markets | Over the counter | Established markets
Central counterpartie s | Without central counterparties | Central counterpartie s | Without central counterparties
With offsetting arrangements | Without offsetting arrangements | With offsetting arrangements | Without offsetting arrangements
1.Debt securities and interest rate | 36,552,426 | 5,573,153 | 10,000 | — | 56,502,289 | 24,195,410 | 10,000 | —
a) Options | — | 1,082,186 | — | — | — | 1,118,724 | — | —
b) Swaps | 36,552,426 | 4,490,967 | 10,000 | — | 56,502,289 | 22,991,362 | 10,000 | —
c) Forwards | — | — | — | — | — | 85,324 | — | —
d) Futures | — | — | — | — | — | — | — | —
e) Other | — | — | — | — | — | — | — | —
2.Equity securities and stock price indexes | — | — | — | — | — | — | — | —
a) Options | — | — | — | — | — | — | — | —
b) Swaps | — | — | — | — | — | — | — | —
c) Forwards | — | — | — | — | — | — | — | —
d) Futures | — | — | — | — | — | — | — | —
e) Other | — | — | — | — | — | — | — | —
3.Currencies and gold | — | 313,475 | — | — | — | 321,064 | — | —
a) Options | — | — | — | — | — | — | — | —
b) Swaps | — | 313,475 | — | — | — | 321,064 | — | —
c) Forwards | — | — | — | — | — | — | — | —
d) Futures | — | — | — | — | — | — | — | —
e) Other | — | — | — | — | — | — | — | —
4.Commodities | — | — | — | — | — | — | — | —
5.Other | — | — | — | — | — | — | — | —
Total | 36,552,426 | 5,886,628 | 10,000 | — | 56,502,289 | 24,516,474 | 10,000 | —

Notes to the Accounts | Part E – Information on risks and related hedging policies 605
A.2 Financial hedging derivatives: gross positive and negative fair values by product

Types of derivatives | Positive and negative fair value | Change in the value used to calculate the hedge effectiveness
31/12/2025 | 30/06/2025 | 31/12/2025 | 30/06/2025
Over the counter | Establis hed markets i | Over the counter | Establis hed markets
Central counterp arties | Without central counterparties | Central counterparti es | Without central counterparties
With offsetting arrangeme nts | Without offsetting arrangeme nts | With offsetting arrangem ents | Without offsetting arrangem ents
1. Positive fair value |  |  |  |  |  |  |  |  |  |
a) Options | — | 28,912 | — | — | — | 25,969 | — | — | — | —
b) Interest rate swaps | 87,921 | 43,061 | — | — | 258,890 | 43,597 | — | — | 1,908,093 | 1,073,652
c) Cross currency swaps | — | 1,577 | — | — | — | 1,251 | — | — | — | —
d) Equity swaps | — | — | — | — | — | — | — | — | — | —
e) Forwards | — | — | — | — | — | — | — | — | — | —
f) Futures | — | — | — | — | — | — | — | — | — | —
g) Other | — | — | — | — | — | — | — | — | — | —
Total | 87,921 | 73,550 | — | — | 258,890 | 70,817 | — | — | 1,908,093 | 1,073,652
Negative fair value |  |  |  |  |  |  |  |  |  |
a) Options | — | 4,711 | — | — | — | 1,343 | — | — | — | —
b) Interest rate swaps | 360,142 | 270,985 | 127 | — | 723,323 | 311,984 | 228 | — | 1,760,507 | 557,452
c) Cross currency swaps | — | — | — | — | — | 198 | — | — | — | —
d) Equity swaps | — | — | — | — | — | — | — | — | — | —
e) Forwards | — | — | — | — | — | 302 | — | — | — | —
f) Futures | — | — | — | — | — | — | — | — | — | —
g) Other | — | — | — | — | — | — | — | — | — | —
Total | 360,142 | 275,696 | 127 | — | 723,323 | 313,827 | 228 | — | 1,760,507 | 557,452

606 Consolidated Financial Statements as at 31 December 2025
A.3 OTC financial hedging derivatives: notional values, gross positive and negative fair values by counterparty

Underlying assets | Central counterparties | Banks | Other financial companies | Other entities
Contracts not included in offsetting arrangements |  |  |  |
1) Debt securities and interest rates |  |  |  |
- notional value | X | 10,000 | — | —
- positive fair value | X | — | — | —
- negative fair value | X | 127 | — | —
2) Equity securities and stock indexes |  |  |  |
- notional value | X | — | — | —
- positive fair value | X | — | — | —
- negative fair value | X | — | — | —
3) Currencies and gold |  |  |  |
- notional value | X | — | — | —
- positive fair value | X | — | — | —
- negative fair value | X | — | — | —
4) Commodities |  |  |  |
- notional value | X | — | — | —
- positive fair value | X | — | — | —
- negative fair value | X | — | — | —
5) Other |  |  |  |
- notional value | X | — | — | —
- positive fair value | X | — | — | —
- negative fair value | X | — | — | —
Contracts included in offsetting arrangements |  |  |  |
1) Debt securities and interest rates |  |  |  |
- notional value | 36,552,426 | 4,456,085 | 1,117,068 | —
- positive fair value | 87,921 | 61,897 | 10,076 | —
- negative fair value | 360,142 | 196,473 | 79,223 | —
2) Equity securities and stock indexes |  |  |  |
- notional value | — | — | — | —
- positive fair value | — | — | — | —
- negative fair value | — | — | — | —
3) Currencies and gold |  |  |  |
- notional value | — | 275,450 | 38,025 | —
- positive fair value | — | 1,317 | 260 | —
- negative fair value | — | — | — | —
4) Commodities |  |  |  |
- notional value | — | — | — | —
- positive fair value | — | — | — | —
- negative fair value | — | — | — | —
5) Other |  |  |  |
- notional value | — | — | — | —
- positive fair value | — | — | — | —
- negative fair value | — | — | — | —

Notes to the Accounts | Part E – Information on risks and related hedging policies 607
A.4 Outstanding life of OTC financial hedging derivatives: notional values

Underlying / Outstanding life | Up to 1 year | From 1 year to 5 years | Over 5 years | Total
A.1 Financial derivative contracts on debt securities and interest rates | 7,878,150 | 20,780,810 | 13,476,619 | 42,135,579
A.2 Financial derivative contracts on equity securities and stock indexes | — | — | — | —
A.3 Financial derivative contracts on currencies and gold |  | 43,457 | 231,993 | 38,025 | 313.475
A.4 Financial derivatives on commodities |  | — | — | — | —
A.5 Other financial derivatives |  | — | — | — | —
Total 31/12/2025 | 7,921,607 | 21,012,803 | 13,514,644 | 42,449,054
Total 30/06/2025 | 11,922,703 | 38,033,323 | 31,072,737 | 81,028,763

608 Consolidated Financial Statements as at 31 December 2025
D.Hedged instruments
D.1 Fair value hedges

| Specific hedges: book value | Specific hedges - net positions: balance sheet value of assets or liabilities (before offsetting) | Specific hedges | Generic hedges: Carrying amount
| Accumulated changes in fair value of the hedged instrument | Ending of hedge: residual accumulated changes in fair value | Changes in value used to calculate the hedge ineffectiveness
A. Assets |  |  |  |  |  |
1. Financial assets measured at fair value through other comprehensive income - hedges of: | 1,118,298 | — | 9,826 | — | 19,136 | —
1.1 Debt securities and interest rate | 1,118,298 | — | 9,826 | — | 19,136 | X
1.2 Equity securities and stock indexes | — | — | — | — | — | X
1.3 Currencies and gold | — | — | — | — | — | X
1.4 Receivables | — | — | — | — | — | X
1.5 Other | — | — | — | — | — | X
2. Financial assets measured at amortized cost - hedges of: | 2,857,394 | — | 52,434 | 135,203 | 98,778 | 9,464,842
2.1 Debt securities and interest rate | 2,857,394 | — | 52,434 | — | 98,778 | X
2.2 Equity securities and stock indexes | — | — | — | — | — | X
2.3 Currencies and gold | — | — | — | — | — | X
2.4 Receivables | — | — | — | 135,203 | — | X
2.5 Other | — | — | — | — | — | X
Total 31 December 2025 | 3,975,692 | — | 62,260 | 135,203 | 117,914 | 9.464.842
Total 30 June 2025 | 12,511,242 | — | 415,468 | — | 414,833 | —
B. Liabilities |  |  |  |  |  |
1. Financial liabilities measured at amortized cost - hedges of: | 23,540,029 | — | 7,171 | 288,812 | 72,632 | 1,211,500
1.1 Debt securities and interest rate | 23,540,029 | — | 7,171 | 288,812 | 72,632 | X
1.2 Currencies and gold | — | — | — | — | — | X
1.3 Other | — | — | — | — | — | X
Total 31 December 2025 | 23,540,029 | — | 7,171 | 288,812 | 72,632 | 1,211,500
Total 30 June 2025 | 27,511,188 | — | 183,229 | — | 665,501 | —

Notes to the Accounts | Part E – Information on risks and related hedging policies 609
D.2 Hedging of cash flows and foreign investments

| Changes in the value used to calculate the hedge ineffectiveness | Hedge reserves | Ending of hedge: residual value of hedging reserves
A. Cash flow hedging |  |  |
1. Assets |  | (10,904) | (12,860) | —
1.1 Debt securities and interest rate | (10,904) | (12,860) | —
1.2 Equity securities and stock indexes | — | — | —
1.3 Currencies and gold | — | — | —
1.4 Receivables |  | — | — | —
1.5 Other | — | — | —
2. Liabilities | (35,204) | (23,138) | —
1.1 Debt securities and interest rate | (35,204) | (23,138) | —
1.2 Currencies and gold | — | — | —
1.3 Other | — | — | —
Total (A) | 31/12/2025 | (46,108) | (35,998) | —
Total (A) | 30/06/2025 | 268,346 | (65,936) | —
B. Hedging of foreign investments | X |  | (15,947)
Total (A+B) | 31/12/2025 | (46,108) | (35,998) | (15,947)
Total (A+B) | 30/06/2025 | 268,346 | (65,936) | (15,947)

610 Consolidated Financial Statements as at 31 December 2025
E. Effects of hedging through equity
E.1 Reconciliation of equity components

| Cash flow hedging reserve | Foreign investment hedging reserve
| Debt securitie s and interest rate | Equity securitie s and stock price indexes | Curre ncies and gold | Recei vables | Other | Debt securiti es and interest rate | Equity securiti es and stock price indexes | Currenci es and gold | Receiv ables | Other
Opening balance | (65,936) | — | — | — | — | — | — | — | — | —
Changes in fair value (effective portion) | 29,938 | — | — | — | — | — | — | — | — | —
Transfers to P&L | — | — | — | — | — | — | — | — | — | —
Of which: future transacti ons no longer expected | — | — | — | — | — | X | X | X | X | X
Other changes | — | — | — | — | — | — | — | — | — | —
Of which: transfers of hedged instrume nts at book value | — | — | — | — | — | X | X | X | X | X
Closing balance | (35,998) | — | — | — | — | — | — | — | — | —

Notes to the Accounts | Part E – Information on risks and related hedging policies 611
1.3.3 OTHER INFORMATION ON DERIVATIVE INSTRUMENTS (TRADING AND HEDGING)
A. Financial and credit derivatives
A.1 OTC financial and credit derivatives: net fair value by counterparty

| Central counterparties | Banks | Other financial companies | Other entities
A. Financial derivatives |  |  |  |
1) Debt securities and interest rates |  |  |  |
- notional value | 167,087,493 | 42,955,160 | 11,273,321 | 3,370,155
- net positive fair value | 233,099 | 189,929 | 152,655 | 8,521
- net negative fair value | 329,992 | 341,851 | 313,058 | 68,672
2) Equity securities and stock indexes |  |  |  |
- notional value | — | 8,652,193 | 2,546,439 | 2,410,404
- net positive fair value | — | 724,969 | 336,000 | 129,568
- net negative fair value | — | 1,558,726 | 108,736 | 32,396
3) Currencies and gold |  |  |  |
- notional value | — | 7,135,913 | 3,146,963 | 1,879,254
- net positive fair value | — | 84,468 | 54,715 | 13,636
- net negative fair value | — | 67,012 | 51,070 | 12,307
4) Commodities |  |  |  |
- notional value | — | 716,438 | — | —
- net positive fair value | — | 20,434 | — | —
- net negative fair value | — | 830 | — | —
5) Other |  |  |  |
- notional value | — | — | — | —
- net positive fair value | — | — | — | —
- net negative fair value | — | — | — | —
B. Credit derivatives |  |  |  |
1) Hedging purchases |  |  |  |
- notional value | 7,851,029 | 2,649,539 | 6,852,191 | —
- net positive fair value | — | 2,385 | 1,037 | —
- net negative fair value | — | 147,575 | 142,512 | —
2) Hedging sales |  |  |  |
- notional value | 7,518,108 | 2,008,724 | 8,263,230 | —
- net positive fair value | — | 42,794 | 136,628 | —
- net negative fair value | 14,800 | 15,040 | 7,558 | —

612 Consolidated Financial Statements as at 31 December 2025
1.4 LIQUIDITY RISK
QUALITATIVE INFORMATION
A. General aspects, operating processes and measurement techniques of liquidity risk
Banks are naturally exposed to the liquidity risk inherent in the maturity transformation process that is typical of banking operations.
Liquidity risk is distinguished according to its timing profile:
⎯the current or potential risk of the bank not being able to manage its own liquidity needs in the short term (“liquidity risk”);
⎯the risk of the bank not having stable funding sources in the medium or long term, resulting in its inability to meet its financial obligations without incurring an excessive increase in the cost of financing (“funding risk”).
An adequate liquidity and funding risk management system is fundamental to ensure the stability of the bank and its subsidiaries and of the financial system in general, given that a single bank’s difficulties would affect the system as a whole. The liquidity and funding risk management system is developed as part of the Risk Appetite Statement and the risk tolerance levels contained in it. In particular, one of the management objectives contained in the Risk Appetite Statement is to maintain a liquidity position in the short and long term which is adequate to cope with a period of prolonged stress (combining bank-specific and systemic stress factors).
The Group Liquidity Risk Management Policy (the “Policy”) approved by Mediobanca’s Board of Directors defines the target amount in terms of highly liquid assets in order to hedge the anticipated cash flows to be maintained in the short and medium/long term for Mediobanca and its subsidiaries.
The Policy also sets out the roles and responsibilities of the company units and governing bodies, the risk measurement metrics used, the guidelines for carrying out the stress testing process, the funds transfer pricing system and the Contingency Funding Plan.
To ensure an integrated and consistent approach to liquidity risk management, strategic decisions are made by Mediobanca's Board of Directors, to whom the Policy assigns the definition of guidelines, the responsibility for the risk governance system
Notes to the Accounts | Part E – Information on risks and related hedging policies 613
and regular reviews of liquidity and funding risk trends, in accordance with the Group's Risk Appetite Framework, setting out the strategic direction of the Parent Company, Banca Monte dei Paschi di Siena. The ALM Committee supports this governance system by defining the structure for the risk of asset-liability mismatch and overseeing its management in accordance with approved commercial and financial targets.
Mediobanca contributes to the Group's ILAAP (Internal Liquidity Adequacy Assessment Process), which involves a qualitative and quantitative self-assessment of the adequacy of the liquidity risk management framework.
Liquidity management for Mediobanca and its subsidiaries is centralized within Mediobanca, which defines guidelines for the subsidiaries and monitors the overall liquidity position. Treasury is responsible for the operational management of liquidity, funding, and collateral, and for preparing the Funding Plan, in line with budget targets. In compliance with the principles of separation and independence, the Risk Management unit performs second-level controls on current and forward-looking liquidity risks, ensuring consistency with regulations and the corporate strategy. The Audit Unit evaluates the effectiveness of the internal control system for liquidity risk management purposes.
Mediobanca's objective is to maintain an adequate level of liquidity to promptly meet ordinary and extraordinary payment obligations, minimizing costs and preventing losses. Mediobanca’s short-term liquidity policy ensures a balance between incoming and outgoing cash flows, including on an intra-day basis. Active liquidity management, entrusted to Treasury, is geared towards meeting settlement obligations within the established time frames.
Intra-day liquidity risk is the risk of a mismatch in terms of timing within a single day between payments made by Mediobanca and those received from other market counterparties. Management of this risk requires careful and ongoing monitoring of cash flows exchanged, and, more importantly, adequate liquidity reserves. To mitigate this risk, Mediobanca has implemented a system of indicators and monitoring to check the availability of reserves at the start of the day and their capacity to meet possible situations of stress that could involve other market counterparties or the value of the assets used in the risk mitigation.
The monitoring metric adopted over time horizons longer than intra-day is the net liquidity position, obtained from the sum of the counterbalancing capacity (defined as the cash, bonds traded on the market, receivables eligible for refinancing with the ECB
614 Consolidated Financial Statements as at 31 December 2025
available post-haircut) and cumulative net cash flows.
The system of limits, and related triggers, is structured on the basis of the normal course of business up to a time horizon of three months, a 1-month systemic stress and a combined stress scenario of 45 days, thus effectively functioning as an early warning system if the limit is approached in normal conditions.
The short-term and intra-day liquidity monitoring is supplemented by stress testing which assumes three scenarios:
⎯Systemic Scenario: this scenario represents a pandemic crisis inspired by the events observed during the spread of the SARS-CoV-2 virus, influenced by a deep economic recession over a twelve-month time horizon which leads to effects such as the deterioration of the loan portfolio and related contraction in volumes (mainly for the consumer loan component), increase in perceived risk with impacts on the values of liquidity reserves and increase in netting requests, reduction in the supply of capital on the financial markets for Mediobanca but also for customers who have been granted credit lines, which they will consequently be forced to use.
⎯Idiosyncratic Scenario: this scenario starts with a specific cyber-attack event that affects Mediobanca’s internal systems with a resulting limitation in operations on the market. On the one hand, this leads to an operational loss, on the other, to reputation damage. The latter component causes retail and wholesale customers to withdraw their deposits. In this context, the rating agencies initiate a downgrade of the issuer Mediobanca compromising even more its ability to access financial markets thus causing an increase in the cost of funding and impacts on liquidity reserves with regard to self-retained assets, having an impact on initial margins and outflows from triggers linked to downgrade events.
⎯Combined: a combined scenario between Systemic and Idiosyncratic Scenario.
Furthermore, on a weekly basis Mediobanca contributes to the SSM reporting on its own account and on behalf of its subsidiaries by providing a set of metrics whose preparation is required by the European Central Bank, with the aim of monitoring exposure to liquidity risk and of incorporating additional information that allows it to understand other phenomena which may affect the Group’s financial balance; in addition to the Maturity Ladder report and the LCR indicator, detailed information is provided on the evolution of funding sources, collateral and a qualitative assessment of the Bank's liquidity position.
Notes to the Accounts | Part E – Information on risks and related hedging policies 615
Monitoring structural liquidity, on the other hand, is intended to ensure that the structure has an adequate financial balance for maturities of more than twelve months. Maintaining an appropriate ratio between assets and liabilities in the medium/long term also serves the purpose of avoiding future pressures in the short term. The operating methods adopted involve analysing the maturity profiles for both assets and liabilities over the medium and long term checking that on average the cumulative inflows cover the cumulative outflows for maturities of more than one, three and five years.
Throughout the financial year under review, both indicators, short- and long-term, have shown an adequate level of liquidity at all times.
Mediobanca complied with the minimum requirement in terms of Net Stable Funding Ratio (NSFR)114 and short-term Liquidity Coverage Ratio (LCR).115 These indicators stood above internal and regulatory limits at all times.
In detail, the LCR figure at 31 December stood at 160.8% (compared to 164.9% at the beginning of the year), including the prudential estimate of the “additional outflows for other products and services” in compliance with Article 23 of Delegated Regulation (EU) 2015/61. This indicator showed limited variability around its average value of 154%, the latter slightly down compared to the average annual figure recorded in the year (160%). The positioning above the target value made it possible to maintain a stable funding and liquidity position. In a still uncertain context, the Bank managed highly liquid assets by trying to combine commercial strategies with the need to always have an adequate instrument, in terms of quantity and quality.
The NSFR indicator, calculated according to Regulation (EU) 2019/876, stood at 115%, slightly dropping compared to the figure recorded last June (117%) but still in line with the target figures. The general increase in funding (i.e., issues; interbank funding; funding from structured finance transactions and, in part, Wealth Management funding) was offset by the increase in financing and treasury investments.
As the above indicators are included in Group Risk Appetite Framework, their sustainability is also analysed in preparing the Group Funding Plan, through future analysis over a time horizon of at least three years, with monitoring and half-yearly updates. A multi-risk stress test is also run as part of the same framework based on the scenario analysis. A stress scenario is defined which may involve the bank, and its simultaneous impacts are assessed, taking into account the inter-relations between
114 Directive (EU) 2019/878 (referred to as CRD V) and Regulation (EU) 2019/876 (referred to as CRR2)
115 Commission Delegated Regulation (EU) 2015/61, as supplemented and amended.
616 Consolidated Financial Statements as at 31 December 2025
risks and the capability to adapt the business strategies defined in the budget to the changed scenario.
In addition to the risk measurement system described above, an event governance model has been devised, known as the Contingency Funding Plan (described in the Policy), to be implemented in the event of a crisis by following a procedure approved by the Board of Directors.
The objective pursued by the Contingency Funding Plan is to ensure prompt implementation of effective action to tackle a liquidity crisis through precise identification of stakeholders, powers, responsibilities, communication procedures and related reporting criteria in order to increase the likelihood of coming through the state of emergency successfully. This objective is achieved primarily by activating an extraordinary operational and liquidity governance model, supported by consistent internal and external disclosures and a number of specific indicators.
In order to identify a “contingency” state in a timely manner, a system of early warning indicators (EWIs) has been prepared to monitor situations that could lead to deterioration in the Group’s liquidity position deriving from external factors and/or specific situations.
The foregoing sections show how stress testing is a fundamental instrument in managing liquidity risk. Liquidity risk materializes less frequently but it may have a significant impact. Instruments are needed to diagnose Mediobanca’s vulnerabilities over different time horizons. The findings of the stress tests are therefore used principally in order to:
⎯define the funding strategies for the Funding Plan and planning activities more generally (liquidity profile of assets and liabilities);
⎯assess the adequacy of the system of limits, and establish significant events for the purpose of the regular process of revising the limits themselves;
⎯provide support in assigning the actions to be taken in managing states of operating crisis or stress.
The liquidity risk mitigation factors adopted by Mediobanca are as follows:
⎯an adequate level of high-quality, highly liquid assets to address any liquidity imbalances, even prolonged over time;
Notes to the Accounts | Part E – Information on risks and related hedging policies 617
⎯accurate short-term and long-term liquidity planning, alongside careful forecasting and monitoring activities;
⎯a robust and constantly updated stress testing framework;
⎯an efficient Contingency Funding Plan to identify crisis states and the actions to be taken in such circumstances, through a reliable early warning indicator system.
As at 31 December, counterbalancing capacity amounted to €20.3bn, a slight decrease compared to last June (€22bn); the reduction is mainly due to the €1bn MRO drawdown. The amount of available securities eligible for spot refinancing with the ECB to immediately obtain liquidity stood at €19bn (€21.2bn in June).
618 Consolidated Financial Statements as at 31 December 2025
QUANTITATIVE INFORMATION
1.Financial assets and liabilities by residual contract term

Items / time brackets | Demand | From 1 day to 7 days | From 7 days to 15 days | From 15 days to 1 month | From 1 month to 3 months | From 3 months to 6 months | From 6 months to 1 year | From 1 year to 5 years | Beyond 5 years | Indefinite duration
Cash assets | 5,394,543 | 4,241,232 | 1,132,280 | 2,532,096 | 4,588,384 | 5,259,501 | 8,218,136 | 33,566,719 | 24,368,900 | 283,961
A.1 Government securities | 380 | — | 42,026 | 7,137 | 949,648 | 1,141,107 | 539,560 | 3,658,461 | 6,579,174 | —
A.2 Other debt securities | 1 | 576 | 8,335 | 105,873 | 130,204 | 362,577 | 473,989 | 2,182,477 | 3,667,039 | —
A.3 UCIT units | 53,546 | — | — | — | — | — | — | — | — | —
A.4 Loans | 5,340,616 | 4,240,656 | 1,081,919 | 2,419,086 | 3,508,532 | 3,755,817 | 7,204,587 | 27,725,781 | 14,122,687 | 283,961
– Banks | 2,263,390 | 1,120,344 | 281,974 | 745,008 | 13,552 | 13,071 | 692,297 | 1,734,127 | 72,116 | 283,961
– Customers | 3,077,226 | 3,120,312 | 799,945 | 1,674,078 | 3,494,980 | 3,742,746 | 6,512,290 | 25,991,654 | 14,050,571 | —
Cash liabilities | 24,230,253 | 7,651,313 | 1,557,128 | 1,695,764 | 4,557,483 | 4,846,539 | 11,316,002 | 22,704,138 | 10,470,916 | 18,568
B.1 Deposits and current accounts | 20,727,415 | 887,608 | 133,823 | 475,177 | 1,411,972 | 2,235,447 | 2,217,881 | 102,915 | — | —
– Banks | 317,133 | — | — | — | — | — | — | — | — | —
– Customers | 20,410,282 | 887,608 | 133,823 | 475,177 | 1,411,972 | 2,235,447 | 2,217,881 | 102,915 | — | —
B.2 Debt securities | 801 | 2,596 | 596,270 | 397,984 | 1,341,146 | 1,166,651 | 3,554,426 | 16,656,053 | 9,309,343 | —
B.3 Other liabilities | 3,502,037 | 6,761,109 | 827,035 | 822,603 | 1,804,365 | 1,444,441 | 5,543,695 | 5,945,170 | 1,161,573 | 18,568
Off-balance sheet transactions |  |  |  |  |  |  |  |  |  |
C.1 Financial derivatives with exchange of principal |  |  |  |  |  |  |  |  |  |
- Long positions | 31,314 | 1,067,760 | 63,600 | 10,838,585 | 1,054,864 | 6,491,507 | 603,574 | 2,552,509 | 7,261,950 | —
- Short positions | 31,314 | 843,829 | 72,659 | 588,553 | 1,865,786 | 472,067 | 933,070 | 2,333,867 | 649,434 | —
C.2 Financial derivatives without exchange of principal |  |  |  |  |  |  |  |  |  |
- Long positions | 671,043 | 4,446 | 21,287 | 50,961 | 92,517 | 205,903 | 523,893 | — | — | —
- Short positions | 792,316 | 7,067 | 11,108 | 86,154 | 91,754 | 315,101 | 533,767 | — | — | —
C.3 Deposits and loans for collection |  |  |  |  |  |  |  |  |  |
- Long positions | — | 8,552,783 | 655,301 | 441,912 | 417,203 | — | 465,014 | 768,631 | — | —
- Short positions | — | 80,889 | 23,989 | 35,456 | 1,742,752 | 458,621 | 179,731 | 3,869,268 | 4,910,140 | —
C.4 Irrevocable loan commitments |  |  |  |  |  |  |  |  |  |
- Long positions | 14,957 | 137,847 | 13,252 | 15,423 | 861,696 | 799,955 | 687,467 | 4,149,902 | 5,668,058 | —
- Short positions | 201,198 | 9,521,186 | 506,835 | 569,921 | 283,047 | 1,819 | 476,390 | 590,859 | 197,302 | —
C.5 Financial guarantees issued | — | — | — | — | — | — | — | — | — | —
C.6 Financial guarantees received | — | — | — | — | — | — | — | — | — | —
C.7 Credit derivatives with exchange of principal |  |  |  |  |  |  |  |  |  |
- Long positions | — | — | — | — | — | 216,232 | 124,706 | 1,908,088 | 1,375,430 | —
- Short positions | — | — | — | — | — | 241,232 | 227,850 | 2,420,370 | 735,003 | —
C.8 Credit derivatives without exchange of principal |  |  |  |  |  |  |  |  |  |
- Long positions | 142,513 | — | — | — | — | — | — | — | — | —
- Short positions | 168,737 | — | — | — | — | — | — | — | — | —

Notes to the Accounts | Part E – Information on risks and related hedging policies 619
1.5 OPERATIONAL RISK
Definition
Operational risk is the risk of incurring losses as a result of the inadequacy or malfunctioning of procedures and IT systems, human error or external events.
Capital requirement
Starting in March 2025, Mediobanca adopted the new approach to the capital requirement to hedge against operational risks as set forth in CRR3 (EU Regulation 2024/1623). The Standardized Approach (SA), mandatory for all banks, requires the capital requirement to be based on a Business Indicator Component (BIC), calculated as the product of the Business Indicator (BI) and a progressive beta coefficient according to the BI amount. Specifically, Business Indicator (BI) is the sum of interest, including leasing income, and dividends (ILDC), service component (SC), and financial component (FC). Based on this method of calculation, the capital requirement as at 31 December 2025 was equal to €458.1m (€443.4m as at 30 June 2025).
Risk mitigation
The Group’s Non-Financial Risks Committee, with the task of guiding, monitoring and mitigating non-financial risks (including IT & security risk, fraud risk, third-party/outsourcing risk, reputation risk) and the Conduct Committee, with the task of guiding, supervising and making decisions on the Group’s conduct risks, operate within the scope of risk management.
Operational risks are supervised, at the level of Parent Company and main subsidiary companies, by the Non-Financial Risk Management unit.
The start of the Non-Financial Risk Management framework made it possible to develop and strengthen specific safeguards for each risk class (such as IT & Cyber risk, third-party risk, fraud risk and reputation risk), while providing an overview of the risks themselves. Risk identification processes have been defined and implemented, including through the collection and analysis of loss data, their evaluation and estimation through targeted assessments, constant monitoring through
620 Consolidated Financial Statements as at 31 December 2025
Key Risk Indicators, as well as the definition and assignment of risk mitigation actions and/or transfers to the relevant units through insurance coverage.
The operating losses recorded during the second half of 2025 impacted the total revenues by approximately 0.41% (steady with respect to the previous year).
With regard to the different classes of operational risk, Mediobanca and its subsidiaries’ percentage composition of the various Basel II event types is shown below.

|  | % of Total Loss
Event Type | 31 December 2025 | 30 June 2025
Clients, products and business practices | 52% | 44%
Execution, delivery and process management | 15% | 39%
External fraud | 15% | 13%
Employment practices and workplace safety | 14% | 4%
Other | 3% | 1%

Most of the Group’s operating losses arose from the Event Type “Clients, products and business practices”, which includes costs arising from disputes or litigation with individual customers (Consumer Finance and Wealth Management Business Lines). The second category of losses in terms of amount, “Execution, delivery and process management”, includes litigation provisions and expenses of the CIB Business Line. The “Employment practices and workplace safety” category includes disputes with current and former employees. The “External Fraud” category includes losses resulting from fraud on personal and finalized loans (Consumer Finance).
Losses from operational risks were greater in Consumer Finance and Wealth Management. In terms of potential risks, despite an adequate system of controls, businesses characterized by non-standard and large-scale transactions, such as Corporate and Investment Banking and partly Wealth Management, were subject to ‘low frequency and high severity’ events.
Notes to the Accounts | Part E – Information on risks and related hedging policies 621
ICT and Security Risk
ICT and Security risks, characterized by rapidly evolving components, are potentially relevant for the Group’s financial position and business model in the medium term.
As part of the Non-Financial Risk Management unit, the ICT and Security Risk Unit is responsible for monitoring and controlling ICT and security risks, as well as verifying compliance of IT operations with the IT and security risk management system.
During the financial year under review, compliance with the DORA regulation entailed a review of the internal regulatory framework regarding ICT and Third Parties and strengthening/developing numerous processes, as well as developing a broad set of risk indicators for monitoring and reporting purposes to corporate bodies.
Security risk (including cyber risk) is understood as the risk of incurring financial, reputation and market share losses due to:
―any unauthorized access or attempted access to Mediobanca and its subsidiaries’ IT system or to the data and digital information contained therein;
―any (malicious or involuntary) event fostered or caused by the use of, or connected to, technology that has or could have an adverse impact on the integrity, availability, confidentiality and/or authenticity of company data and information, or on the continuity of corporate processes;
―improper use and/or dissemination of data and information, including if not directly produced and managed by Mediobanca and its subsidiaries.
IT or technological risk is understood as the risk of incurring financial loss, reputation damage and market share loss in relation to the incorrect use of ICT processes supporting maintenance and management of the company’s information system or in connection with malfunctions in the hardware, software or technical components.
These risks, which did not generate significant phenomena for the Mediobanca and its subsidiaries during the financial year under review, are affected, in terms of exposure, by increases in:
―dependence on IT systems;
622 Consolidated Financial Statements as at 31 December 2025
―number of users of virtual channels and thus interconnected devices;
―amount of managed data that must be protected;
―use of IT services offered by third parties.
Additional external events, such as the evolution of the cyber-geopolitical environment (e.g. Russia-Ukraine and Israel-Palestine conflicts), as well as the adoption of new technological systems (e.g. cloud) that extend the attack surface by introducing new specific threats, should be added to the above factors.
In consideration of such context, ICT and Security risk is subject to increasing regulatory attention (e.g. DORA) and to the attention of Supervisors (e.g. Cyber Resilience Stress Testing), which require the continuous development of Internal Control Systems.
Over the last few years, Mediobanca and its subsidiaries have constantly strengthened their ICT and security strategy, based on which the system of policies and rules identifying and measuring the ICT & security risks, the assessment of safeguards in place, the identification of the appropriate methods to handle such risks and technological skills needed to face new types of threats have been improved.
In particular, the IT and security risk management framework includes:
―definition and maintenance of specific policies, methodologies and procedures (e.g. ICT and security risk management policy, information security policy, IT and security risk management methodological manual);
―analysis of IT and security risk, regularly carried out for Mediobanca and its subsidiaries, as well as for the Banks' payment services;
―analysis of IT and security risk of relevant projects and/or arising from third parties;
―constant monitoring through indicators and related reporting;
―study and analysis of the Cyber environment in the Finance sector;
―training on IT and security risk at all levels of the company organization.
Notes to the Accounts | Part E – Information on risks and related hedging policies 623
IT and security incidents detected during the financial year under review, which concerned some outsourced services in part, were managed effectively by containing any possible operational disruptions and slowdowns.
* * *
Other risks
The acquisition of Mediobanca by the Montepaschi Group changed the current and prospective capital adequacy requirements for the self-assessment process that is mandatory in order to carry out regular banking activities (ICAAP), which applies only to the Parent Company, Banca Monte dei Paschi di Siena. Mediobanca, however, participates with respect to its own risks and those of its subsidiaries. In addition to the risks described above (credit and counterparty risk, market risk, interest rate risk, liquidity risk, and operational risk), the Parent Company identified the following types of risk as material:
⎯concentration risk, understood as the risk arising from concentration of exposures to single counterparties or groups of connected counterparties (referred to as “single name” concentration risk) and to counterparties belonging to the same business sector or that carry out the same activity or operate in the same geographical area (geo-sector concentration risk);
⎯strategic risk, i.e. exposure to current and future changes in profitability compared to the volatility in volumes or changes in customer behaviour (business risk), and current and future risk of reductions in profits or capital deriving from disruption to business as a result of adopting new strategic choices, making wrong management decisions or inadequately executing decisions taken (pure strategic risk);
⎯risk from equity investments held as part of the “Fair Value Through Other Comprehensive Income” (“FVTOCI”), relating to the potential reduction in value of the equity investments, which are held as part of the FVOCI portfolio, due to unfavourable movements in financial markets or to the downgrade of counterparties (where these are not already included in other risk categories);
—sovereign risk, in regard to the potential downgrade of countries or national central banks to which the Group is exposed;
624 Consolidated Financial Statements as at 31 December 2025
⎯compliance risk, attributable to the possibility of incurring penalties, significant financial losses or damages to the Bank’s reputation as a result of breaches of laws and regulations or internal self-imposed regulations;
⎯reputation risk, due to reductions in profits or capital deriving from a negative perception of the Bank’s image by customers, counterparties, shareholders, investors or regulatory authorities.
Climate and Environmental Risk
Following the acquisition of Mediobanca by the MPS Group, the Parent Company has launched a gradual process to align risk management frameworks, including ESG profiles.
In line with supervisory expectations, ESG risks are treated within the MPS Group's risk governance framework as cross-cutting factors that interact with traditional risk categories, such as, by way of example, credit, market, operational and liquidity risk.
Financial risk arising from exposure to physical 116 and transition 117 risks associated with climate change and nature degradation are assessed in the current risk framework.
The integration of ESG risks and, in particular, climate and nature-related risks, is divided into:
⎯materiality assessment, which aims to identify and evaluate the relevance of climate and environmental risk factors with respect to various portfolios and risk categories;
⎯monitoring exposure to climate and environmental risks considered material through specific key risk indicators (KRIs) defined in the Risk Appetite Statement (RAS);
116 Physical risks consist in an adverse financial impact arising from climate change, including more frequent extreme weather events and gradual climate change, in addition to environmental degradation, i.e. air, water and soil pollution, water stress, biodiversity loss and deforestation.
117 Transition risks consist in adverse financial impacts that a company may, directly or indirectly, incur as a result of the process of adaptation to a low-carbon and more environmentally sustainable economy.
Notes to the Accounts | Part E – Information on risks and related hedging policies 625
⎯stress tests of material climate and environmental risks aiming to assess the impacts of adverse climate scenarios or normal business conditions for ICAAP purposes in the short, medium and long term;118
Within the quantification of expected credit loss as at 31 December 2025 for Mediobanca and its subsidiaries, overlays amounting to €10.6 million (6% of total overlays) were estimated – considering the main types of C&E risk (transition and physical) – distributed among the following asset classes: Corporate (47% - net of Leasing), consumer credit (30%), Real Estate and Leasing (23%); in particular, the overlays were estimated taking into account the impacts quantified in the 2025 Materiality Assessment for the short-term horizon.
Following the acquisition, a new framework of responsibilities has been defined for the Parent Company with reference to risk identification processes – including the Climate and Environmental Materiality Assessment – the Internal Capital and Liquidity Adequacy Assessment Processes (ICAAP and ILAAP), as well as the scope of the Risk Appetite Framework.
In this context, the risk profiles of Mediobanca and its subsidiaries are incorporated into the consolidated processes.
For further information, please refer to the section of the Pillar III Disclosures dedicated to the ESG risks of the MPS Group, Mediobanca and its subsidiaries, as well as to the Review of Operations of the MPS Group, Mediobanca and its subsidiaries.
118 Short term is understood as a period between 0 and 3 years, medium term is between 3 and 5 years, long term starts beyond 5 years and should include at least 10 years.
626 Consolidated Financial Statements as at 31 December 2025
* * *
Fiscal risk management
Mediobanca has implemented a Tax Risk Management process to ensure the ongoing improvement of the existing tax risk mitigation measures, and adaptability to the main changes regarding the company’s structure and business model or any changes made to the tax legislation.
In order to pursue conduct oriented towards compliance with all domestic and international tax laws, regulations and practices, on its own account and on behalf of its customers, Mediobanca has adopted a Tax Control Framework (TCF) that aims to ensure an effective system for identifying, measuring, managing and controlling tax risks. The framework consists of governance documents (Group Tax Risk Management regulations and manual), plus a tax risk matrix which is divided into:
-tax compliance risks: emerging operational risks affecting business processes (e.g., incorrect execution of operational or back-office activities that may impact tax data) and fulfilment of tax obligations (e.g., errors in collecting or processing data for tax returns);
-interpretative tax risks: risks associated with regulatory updates and advice provided to the Bank's units, which may arise in ordinary or extraordinary operations (for example, when developing new products);
-tax fraud risks: risks associated with violations of tax regulations resulting from fraudulent tax practices by employees or third parties.
On 27 June 2024, the Italian Revenue Agency gave Mediobanca S.p.A. permission to apply the collaborative compliance regime under Legislative Decree No. 128/2015 (the "regime”), a statute that aims to strengthen collaboration between the tax authorities and taxpayers. This regime provides for activating specific preventive communication mechanisms regarding the risk scenarios and materiality thresholds established by the Italian Revenue Agency. Following preliminary discussions conducted during the period, no uncertain or suspended interpretations were made as the Bank reached a joint risk assessment with the Italian Financial Administration.
Notes to the Accounts | Part E – Information on risks and related hedging policies 627
The same framework was adopted by Compass Banca and Mediobanca Premier, as relevant entities with a complex tax model; both companies were permitted to apply this regime on 30 December 2025,119 thus benefiting, as part of the application process, from a "simplified" assessment process, given the prior certification and validation by the Tax Authorities of Mediobanca's centralized TCF model (referred to as "Company Level" audits).
The Tax Risk Manager prepares regular information flows regarding the activities carried out to the Non-Financial Risk Committee, the Conduct Committee (in the event of significant compliance issues), and the corporate bodies, reporting on the monitoring/testing activities performed and any critical issues found, in accordance with the provisions of the collaborative compliance regime. The Board of Directors is promptly informed of the most important and complex tax issues and of any potential disputes.
Mediobanca and its subsidiaries raise awareness among their employees regarding proper tax compliance on an ongoing basis. Any tax irregularities attributable to errors or negligence are taken into consideration in the annual performance evaluation of the persons responsible for such tax fulfilments.
In particular, the Tax Risk Management and Tax Compliance (TRM) units, in collaboration with Group HR, provide various tax training courses for employees to ensure they are constantly updated on regulatory developments and the adoption of the best practices.
119 Compass Banca and Mediobanca Premier were permitted to apply the regime pending the submission of the required legal certification, to be filed by 30 September 2026, as required by Legislative Decree 192/2025. For both banks, the benefits described above apply starting from the 2023-2024 tax period for direct taxes and starting from 2024 for indirect taxes.
628 Consolidated Financial Statements as at 31 December 2025
Supervisory Activities and Proceedings of Supervisory Authorities
Supervisory Activity on Cybersecurity Management and Related Aspects (OSI-2024-ITMDB-0241584) – Mediobanca
During the period May – September 2024, the ECB conducted a supervisory activity with the objective of assessing the adequacy of cybersecurity management, primarily focused on the sub-consolidated entity and on the controlled companies identified as most relevant for the scope of the investigation, such as Mediobanca Innovation Services, the Group’s IT service provider, Mediobanca Premier and Compass Banca. On 15 January 2025, Mediobanca received the supervisory report in which areas for improvement were identified.
The Parent Company received on 10 February 2026 the final follow-up letter with an indication of the Supervisory Authority’s expectations and the related implementation timelines. The Parent Company is required to submit an action plan by March and subsequently to carry out a self-assessment and a gap analysis by June aimed at assessing which areas for improvement identified at Mediobanca are also identifiable at BMPS level.
Supervisory Activity on Internal Models - Internal Model Investigation on the Consumer Loans and Credit Cards Internal Model of Compass Banca (IMI-2025-ITMDB-0265429)
During the period October – December 2025, the ECB conducted a supervisory activity aimed at providing authorisation for material modifications to the AIRB (Advanced Internal Rating-Based) internal models of the Consumer Loans and Credit Cards portfolios within the scope of Compass Banca, for the purposes of calculating capital requirements for credit risk, both at individual and consolidated level. The bank is awaiting receipt of the supervisory team’s assessment report.
Supervisory Activity on Internal Models - Internal Model Investigation on the PD Large Corporate Internal Model of Mediobanca (IMI-2024-ITMDB-0241763)
During the period September – November 2024, the ECB conducted an on-site supervisory activity for the approval of the authorisation request submitted by Mediobanca for substantial modifications to the Probability of Default (PD) model of its Large Corporate portfolio for the purposes of calculating capital requirements for credit risk. In July 2025, Mediobanca received from the ECB the decision letter authorising the modifications to the internal model, highlighting one limitation and
Notes to the Accounts | Part E – Information on risks and related hedging policies 629
four obligations. In this regard, it is noted that the limitation and the related obligation were addressed with an ex-ante notification in December 2025 with implementation in the first quarter of 2026.
Supervisory Activity on ICAAP – Mediobanca (OSI-2025-ITMDB-0259691)
On 20 March 2025, Mediobanca received a notification letter relating to an on-site inspection concerning capital adequacy, aimed at assessing the ICAAP. The inspection was conducted from 5 May 2025 to 25 July 2025. The bank is awaiting the follow-up letter in which, based on the findings identified in the supervisory report received in November 2025, the supervisor’s recommendations to be implemented will be set out.
Supervisory Activity on Credit Risk and Counterparty Risk - Mediobanca (OSI-2023-ITMDB-0221207)
During the period 25 September 2023 and 26 January 2024, the ECB conducted an inspection concerning credit risk and counterparty risk, aimed at assessing the processes for identification, management, monitoring and control of credit risk. Following the supervisory report shared with the bank on 2 July 2024, the ECB transmitted on 30 June 2025 the final follow-up letter with the areas for improvement and the recommendations to be implemented. The bank is continuing to resolve two ECB findings which will be concluded by 2026.
Outcomes of the Bank of Italy’s Supervisory Activity on Anti-Money Laundering
From 2023 onwards, the Supervisory Authority has initiated a series of annual meetings with all banks classified as “significant”, with the objective of obtaining a comprehensive view of the anti-money laundering (AML-CFT) sector. Within the framework of this initiative, on 5 June 2025, Mediobanca received from the Authority a letter with the outcomes of the supervisory activity carried out in 2024. The analysis highlighted some areas for improvement at specific Group companies and in relation to the supervisory and coordination role carried out by Mediobanca over its subsidiaries. On 7 August 2025, Mediobanca, following presentation to the Board of Directors, transmitted the response letter to the Bank of Italy, providing the Supervisory Authority with its considerations regarding the findings raised, and also notifying it of the measures already taken and those it intends to take.
630 Consolidated Financial Statements as at 31 December 2025
Branch Inspection on MCD Directive – Mediobanca Premier
In May 2025, the Bank of Italy initiated a branch inspection visit on compliance with the provisions of the “MCD” Directive (2014/17/EU), at 8 branches of Mediobanca Premier. The Bank of Italy sent the final report at the end of October 2025, which highlighted some findings and areas for improvement, predominantly related to aspects of information clarity. Mediobanca Premier defined a remediation plan and provided feedback to the Authority on 30 January 2026.
Branch Inspection on Cash Handling – Mediobanca Premier
Between March and April 2025, the Bank of Italy carried out an inspection on compliance with the regulations governing the automatic devices used for the verification and recirculation of banknotes (ATMs and CRMs), as well as the processes for handling cases of suspected counterfeiting. The inspection covered a sample of 8 branches of Mediobanca Premier. As of the current date, there have been no further developments from the Authority.
Privacy Inspection on Access Control – Mediobanca Premier
In February 2025, the Guarantor Authority for the Protection of Personal Data carried out an inspection aimed at verifying compliance with the provisions on the protection of personal data, with particular attention to the system for controlling operators’ access to customer data. As of the current date, there have been no further developments from the Authority.
Bank of Italy Inspection on Transparency – Compass
Between October and December 2024, the Bank of Italy conducted an inspection on transparency. On 27 June 2025, the final report was received from the Authority, which highlighted 5 findings, of which 4 were managerial and 1 was a compliance finding (relating to the Lexitor issue). Compass Banca submitted its counter-arguments on 19 September and initiated a remediation plan, to be finalised by 30 June 2026. As at 31 December 2025, the Bank had completed, in line with the plan, 10 actions out of the 17 identified.
Notes to the Accounts | Part E – Information on risks and related hedging policies 631
SECTION 3
Risks of Insurance Companies
The subsidiary CompassRE carries out reinsurance activities in Luxembourg.
Furthermore, Mediobanca holds a stake in the insurance company “Assicurazioni Generali”. The associated undertaking is, in accordance with the IFRS 28 accounting principle, measured using the equity method and presented in the consolidated assets under item 70 “Investments”.
SECTION 4
Risks of Other Companies
No significant additional risks are reported for the remaining companies included in the consolidation scope that are neither part of the either Mediobanca’s prudential consolidation or the insurance companies. These are the following companies: Compass Rent and MBContact Solutions and the minor subsidiaries CMG Monaco SAM, Quarzo Srl, MBUSA, MB Immobiliere, Spafid Trust, Compass Link, Arma Deutschland GmbH and SPV Project 2224 S.r.l., which, due to immateriality, as provided for in Article 19 of the CRR 120, are excluded from the prudential scope.
120 Article 19 of the CRR provides that subsidiaries whose total amount of assets and off-balance sheet items is lower than the lower of the following two amounts shall not be included in the prudential consolidation: a) EUR 10 million; b) 1% of the total amount of assets and off-balance sheet items of the parent undertaking or of the undertaking holding the participation.
632 Consolidated Financial Statements as at 31 December 2025
Part F – Information on Consolidated Capital
SECTION 1
Consolidated capital
QUANTITATIVE INFORMATION
B.1 Consolidated equity: breakdown by type of company (*)

Net equity items | Prudential consolidation | Insuranc e compani es | Other compani es | Consolid ation adjustm ents and eliminati ons | Total | Which include s: Third parties
1. Company Capital | 444,719 | — | — | — | 444,719 | 38
2. Share premium | 1,768,180 | — | — | — | 1,768,180 | 1,848
3. Reserves (**) | 8,848,030 | — | — | — | 8,848,030 | 11,977
4. Capital instruments | — | — | — | — | — | —
5. (Treasury shares) | (103,325) | — | — | — | (103,325) | —
6. Valuation reserves: | (22,977) | — | — | — | (22,977) | 31
- Equity securities designated at fair value through other comprehensive income | 89,025 | — | — | — | 89,025 | —
- Hedging of equity securities designated at fair value through other comprehensive income | — | — | — | — | — | —
Financial assets (other than equity securities) measured at fair value through other comprehensive income | 44,456 | — | — | — | 44,456 | —
- Tangible assets | 233,964 | — | — | — | 233,964 | —
- Intangible assets | — | — | — | — | — | —
- Hedging of foreign investments | (15,947) | — | — | — | (15,947) | —
- Hedging of cash flows | (35,998) | — | — | — | (35,998) | —
- Hedging instruments [not designated instruments] | — | — | — | — | — | —
- Currency exchange gains/losses | 7,125 | — | — | — | 7,125 | —
- Non-current assets and asset groups held for sale | — | — | — | — | — | —
- Financial liabilities designated at fair value through profit or loss (change in own credit quality) | (41,729) | — | — | — | (41,729) | —
- Actuarial gains (losses) on defined-benefit retirement plans | (805) | — | — | — | (805) | 31
- Portion of valuation reserves of equity-accounted interests | (312,700) | — | — | — | (312,700) | —
- Extraordinary revaluation laws | 9,632 | — | — | — | 9,632 | —
- Financial costs or revenues relating to insurance contracts issued | — | — | — | — | — | —
- Financial costs or revenues relating to insurance contracts ceded | — | — | — | — | — | —
7. Profit (Loss) for the period (+/-) attributable to the Group and to minority interests | 513,250 | — | — | — | 513,250 | 662
Total | 11,447,877 | — | — | — | 11,447,877 | 14,556

(*) Compass RE, Compass Rent, MBContact Solutions, CMG Monaco SAM, Quarzo S.r.l., MBUSA, MB Immobiliere, Spafid Trust, Compass Link, Arma Deutschland Gmbh, and SPV PROJECT 2224 S.r.l. were excluded from the scope of prudential consolidation. Please see Section 1 - Consolidated Accounting Risks in Part E.
It should be noted that during the financial year, equity benefited from the voluntary changed valuation method for properties, i.e. from the cost method to the revaluation method for core operating properties (IAS16), and from the cost method to the fair value method for investment properties (IAS40). The alignment resulted in the recognition of higher values of €572m (€409m, after the tax effect), of which €329m (€234m) relating to properties under IAS16 and €244m (€176m) to properties under IAS40, largely attributable to land.
Notes to the Accounts | Part F – Information on Consolidated Capital 633
The aggregate amount was negatively impacted by the taxes allocated (€62.1m) in an equity item for the purpose of releasing the non-distributable reserve set aside in 2023 (the so-called “extra profit reserve" pursuant to Article 26 of Law-Decree No. 104/2023).
As previously reported, following the completion of the public offering in September (11 September 2025), the performance share plans were transformed into a liability to beneficiaries to be paid in cash according to the original grant schedule. The conversion was recognized through profit or loss for the component originally calculated at the grant date but not yet recognized as an expense (€19m); against equity for the difference between the original value and fair value (€71m), together with the portion of social security contributions, for an overall impact, after tax and discounting effects, of just over €100m.
B.2 Valuation reserves for financial assets measured at fair value through other comprehensive income: breakdown
Assets/Value s
Prudential consolidation
Insurance companies
Other companies
Consolidation adjustments and eliminations
Total
Positive reserve
Negative reserve
Positive reserve
Negati ve reserv e
Positiv e reserve
Negative reserve
Positiv e reserve
Negative reserve
Positive reserve
Negative reserve
1. Debt securities
51,513
(7,057)
—
—
—
—
—
—
51,513
(7,057)
2. Equity securities
93,983
(4,958)
—
—
—
—
—
—
93,983
(4,958)
3. Loans
—
—
—
—
—
—
—
—
—
—
Total 31 december 2025
145,496
(12,015)
—
—
—
—
—
—
145,496
(12,015)
Total 30 June 2025
150,940
(34,475)
—
—
—
—
—
—
150,940
(34,475)
634 Consolidated Financial Statements as at 31 December 2025
B.3 Valuation reserves for financial assets measured at fair value through other comprehensive income: changes during the period

| Debt securities | Equity securities | Loans | Total
1. Opening balance | 44,742 | 118,789 | — | 163,531
2. Increases | 23,340 | 5,950 | — | 29,290
2.1 Increases in fair value | 23,117 | 5,950 |  | 29,067
2.2 Value adjustments for credit risk | 219 | — | — | 219
2.3 Profit and loss reversal of negative reserves: from disposals | 4 | — | — | 4
2.4 Transfers to other equity components (equity instruments) | — | — | — | —
2.5 Other changes | — | — | — | —
3. Decreases | (23,626) | (35,714) | — | (59,340)
3.1 Decreases in fair value | (14,550) | (1,119) |  | (15,669)
3.2 Write-backs for credit risk | (325) | — | — | (325)
3.3 Profit and loss reversal from positive reserves: from disposals | (8,751) | — | — | (8,751)
3.4 Transfers to other equity components (equity instruments) | — | (34,595) | — | (34,595)
3.5 Other changes | — | — | — | —
4. Closing balance | 44,456 | 89,025 | — | 133,481

Notes to the Accounts | Part F – Information on Consolidated Capital 635
SECTION 2
Own funds and supervisory capital requirements for banks
Mediobanca's consolidated data for 31 December 2025, confirm its sound capital position, with ratios consistently well above regulatory thresholds and maintaining the usual ample buffers.
2.1 Scope of application for regulations
It should be noted that in the half year, starting on 30 September 2025, the capital ratios took into account the adoption of an updated version of the PD model for the Corporate portfolio of Mediobanca S.p.A. and Mediobanca International subject to credit risk under the IRB approach. The new model features a shortened time series, reflecting the regulatory requirement of a Likely Range of Variability of default rates, and the use of internally observed default rates in the calibration of the estimates.172
Furthermore, starting on 30 September 2025, the supervisory authority approved the extension of the F-IRB approach to the entire Corporate portfolio (nearly all exposures had been assessed with the F-IRB approach starting from March 2025, following the introduction of CRR3).
172 The impact of the model in terms of RWA is a reduction in the order of €1.6bn, which includes €400m to be offset in 2026 following a further model update.
636 Consolidated Financial Statements as at 31 December 2025
2.2 Bank equity
QUANTITATIVE INFORMATION
Common Equity Tier 1 (CET1) reflects the Group's (intended as Mediobanca and its subsidiaries) and third-party interests in paid-up capital and reserves; net income for the year was not included, as the entire income for the half year is expected to be distributed.
Deductions for the year amounted to €3,615.5m and included:
—€2,292.2m for the stake in Assicurazioni Generali;
—€961.9m relating to goodwill and other intangible assets;
—€103.3m for treasury shares;
—€204.8m in reference to other investments relating to Polus (mostly CLOs, equity shares of junior tranches of securitizations under the Polus Programme) and to a lesser extent relating to the deduction of the Atlante Fund share;
—€53.3m in adjustments relating to valuations of financial instruments (referred to as AVA and DVA).
Tier 2 capital, which includes subordinated liabilities, decreased to €930.5m in the half year (€1,186.9m at 30 June) due to the usual amortization for the year and the early repayment last November of the issue maturing in 2030, in anticipation of which a new issue of €300m in nominal value was made last March 2025.

Issue | 31 december 2025
ISIN code |  | Nominal Value | Computed value (*)
MB SUBORDINATO 3.75% 2026 | IT0005188351 |  | 298,951 | 26,399
MB SUBORDINATO 1,957% 2029 | XS1579416741 |  | 50,000 | 31,285
MB SUBORDINATO TF 10Y Callable | XS2577528016 |  | 299,300 | 293,638
MB SUBORDINATO 5.25 22 APR 2034 | IT0005580573 |  | 299,990 | 289,913
MB SUBORDINATO 4.50 18 SET 35 | IT0005640260 |  | 299,800 | 289,265
Total subordinated securities |  | 1,248,041 | 930,500

-
Tier 2 also includes the difference between higher accounting adjustments compared to prudential expected losses calculated by using the advanced models (referred to as “buffer”): the computed value was €99.8m. The regulation provides that it is possible to compute a maximum amount corresponding to the regulatory
Notes to the Accounts | Part F – Information on Consolidated Capital 637
threshold of 0.6% of the amounts of risk-weighted exposure calculated by using advanced models, pursuant to Article 159 of the CRR.
QUANTITATIVE INFORMATION

| 31 december 2025 | 30 June 2025
A. Common equity tier 1 (CET1) prior to applying prudential filters | 10,935,456 | 10,282,212
of which CET1 instruments subject to phase-in regime | — | —
B. CET1 prudential filters (+/-) | (136,148) | (104,190)
C. CET1 before items to be deducted and effects of phase-in regime (A +/- B) | 10,799,309 | 10,178,022
D. Items to be deducted from CET1 (*) | (3,262,914) | (3,240,861)
E. Phase-in regime - impact on CET1 (+/-), including minority interests subject to phase-in regime | — | —
F. Total Common Equity Tier 1 (CET1) (C-D+/-E) | 7,536,395 | 6,937,161
G. Additional tier 1 (AT1) before items to be deducted and effects of phase-in regime | — | —
of which AT1 instruments subject to phase-in regime | — | —
H. Items to be deducted from AT1 | — | —
I. Phase-in regime - impact on AT1 (+/-), including instruments issued by branches and included in AT1 as a result of phase-in provisions | — | —
L. Total additional tier 1 (AT1) capital (G-H+/-I) | — | —
G. Additional tier 2 (T2) before items to be deducted and effects of phase-in regime | 1,030,337 | 1,333,119
of which T2 instruments subject to phase-in regime | — | —
N. Items to be deducted from T2 | — | —
O. Phase-in regime - Impact on T2 (+/-), including instruments issued by branches and included in T2 as a result of phase-in provisions | — | —
P. Total T2 Capital (M-N+/-O) | 1,030,337 | 1,333,119
Q. Total own funds (F+L+P) | 8,566,732 | 8,270,280

(*) Adjustments include increased deductions for the adoption of Calendar Provisioning
638 Consolidated Financial Statements as at 31 December 2025
2.3 Capital adequacy
QUALITATIVE INFORMATION
The phase-in Common Equity ratio – the ratio of Common Equity Tier 1 capital to total risk-weighted assets under the Danish Compromise, made permanent with the introduction of CRR3 173 – stood at 16.4%, up approximately 130 bps compared to 30 June 2025, reflecting the benefits of the Corporate PD model update (+55 bps), the recovery of the previously deducted buyback portion (+95 bps), and the fair value revaluation of operating and investment properties (+70 bps). Conversely, organic RWA growth absorbed approximately 10 bps (mainly related to the Consumer and Factoring divisions), and the balance sheet effects of the early termination of share-based payment plans (-25 bps) and the redemption of the 2023 excess profit reserve (-15 bps), as well as increased deductions from Assicurazioni Generali (-55 bps), were also recorded. The balance does not include self-financing.
Conversely, the Total Capital ratio grew to 18.6%, despite, as mentioned above, the early repayment of the issue maturing in November 2030.
The leverage ratio remained almost in line with previous quarters, at 7.2%.
The MREL ratio (calculated according to the hybrid approach) stood at 43% of RWAs 174 and 19% of LREs, considerably higher than the minimum requirement set by the Single Resolution Board (respectively 23.92% and 6.03%).
173 Benefit of ~100 bps and including phase-in effects of CRR3, excluding FRTB.
174 Ratio calculated using the hybrid approach introduced by the Regulator, which takes into consideration consolidated own funds and eligible liabilities (other than own funds) issued by the resolution entity to entities outside the resolution group.
Notes to the Accounts | Part F – Information on Consolidated Capital 639
QUANTITATIVE INFORMATION

Categories/Amounts | Unweighted amounts | Weighted amounts/requirements
31 december 2025 | 30 June 2025 | 31 december 2025 | 30 June 2025
A. RISK ASSETS |  |  |  |
A.1 Credit and counterpart risk | 81,692,779 | 77,357,798 | 37,615,441 | 38,123,615
1. Standard methodology | 34,873,532 | 31,799,653 | 20,653,211 | 19,965,392
2. Internal rating methodology | 45,130,634 | 44,101,684 | 16,639,480 | 17,883,538
2.1 Basic | — | — | — | —
2.2 Advanced | 45,130,634 | 44,101,684 | 16,639,480 | 17,883,538
3. Securitization | 1,688,613 | 1,456,462 | 322,749 | 274,685
B. REGULATORY CAPITAL REQUIREMENTS |  |  |  |
B.1 Credit and counterpart risk |  |  | 3,009,235 | 3,049,889
B.2 Credit valuation adjustment risk |  |  | 32,667 | 33,961
B.3 Settlement risk |  |  | — | —
B.4 Market risk |  |  | 169,379 | 160,071
1. Standard methodology |  |  | 169,379 | 160,071
2. Internal models |  |  | — | —
3. Concentration risk |  |  | — | —
B.5 Other prudential requirements |  |  | 458,062 | 443,406
1. Basic method |  |  | 458,062 | 443,406
2. Standard method |  |  | — | —
3. Advanced method |  |  | — | —
B.6 Other calculation items |  |  | — | —
B.7 Total prudential requirements |  |  | 3,669,343 | 3,687,326
C. RISK ASSETS AND REGULATORY RATIOS |  |  |  |
C.1 Risk-weighted assets |  |  | 45,866,792 | 46,091,580
C.2 CET1 capital/risk-weighted assets (CET1 capital ratio) |  |  | 16.43% | 15.05%
C.3 Tier 1 capital/risk-weighted assets (Tier 1 capital ratio) |  |  | 16.43% | 15.05%
C.4 Regulatory capital/risk-weighted assets (total capital ratio) |  |  | 18.68% | 17.94%

640 Consolidated Financial Statements as at 31 December 2025
For more details on the disclosure concerning own funds and capital adequacy, please refer to the Basel 3 Third Pillar file at 31 December 2025, published on the Bank’s website in the section “Capital adequacy”.
641
Part G - Combinations Involving Group Companies or Business Units
SECTION 1: TRANSACTIONS COMPLETED DURING THE PERIOD
No business combinations were reported during the period under review (1 July – 31 December 2025).
For more details on the consolidation area and on the acquisitions in prior years, please refer to “Section 3 – Area and methods of consolidation” in Part A - Accounting Policies and “Section 10 - Intangible assets” in part B - Assets of the Notes to the Accounts.
SECTION 2: TRANSACTIONS COMPLETED AFTER THE REPORTING DATE
No transactions were reported after the end of the financial year.
SECTION 3: RETROSPECTIVE ADJUSTMENTS
No adjustments were made to the accounts in connection with previous business combinations for the six-month period under review.
642 Consolidated Financial Statements as at 31 December 2025
Part H – Related-Party Transactions
1.Information on remuneration for key management personnel
With regard to the disclosure on compensation paid to key management personnel, reference should be made to the “Report on remuneration and compensation paid” or the relevant section of the Mediobanca website at www.mediobanca.com, where the following are disclosed with reference to Mediobanca and its subsidiaries:
—the analytical detail of compensation paid to members of Governing and Supervisory Bodies and other Key Management Personnel;
—the detail and the evolution of Performance Shares schemes awarded to members of the Board of Directors, other Key Management Personnel and Long-Term Incentive Schemes.
Compensation includes amounts paid to Mediobanca managers and to managers of its subsidiaries not listed in the Table published in the Review of Operations (for a total of €0.7m in the half-year under review).
2.Disclosure on related-party transactions
The Regulation on Related-Party Transactions, implementing CONSOB Regulation No. 17221 of 12 March 2010, as most recently amended by Resolution No. 21264 of 10 December 2020, was introduced in 2011 aiming to ensure the transparency and substantial correctness of transactions with related parties carried out directly or through subsidiary companies. Having received favourable opinions from the Bank’s Related Parties and Statutory Audit Committees, the Board of Directors incorporated the Bank of Italy’s most recent instructions on this subject, which introduce prudential limits for risk activities with Related Parties; this Regulation came into force during December 2012 and was last updated on 27 June 2024. The full document is available on the Bank’s website at www.mediobanca.com.
For the definition of related parties adopted, please see Part A Accounting Policies of the Notes to the Accounts.
During the period, it should be noted that the successful completion of the public exchange offer launched by Banca Monte dei Paschi di Siena (BMPS) for the ordinary shares of Mediobanca made it necessary to define a new and single scope of Related Parties and Affiliates (collectively, Associated Persons) for the new Montepaschi Group. The scope revision resulted in a significant increase in the number of
Notes to the Accounts | Part H – Related-Party Transactions 643
Associated Persons, from 1,500 to approximately 5,000, largely due to the inclusion of the Ministry of Economy and Finance (Ministero dell’Economia e delle Finanze, hereinafter MEF) and all its investee companies.
The definition of the new scope (Associated Persons of both intermediaries) led to a new assessment of compliance with the prudential limits established for risk activities towards such entities, including internal operating risks. To this end, in order to determine the risk exposure towards companies directly controlled by the MEF, the so-called “silo approach” was applied, i.e. they were considered (together with their subsidiaries) as a single associated entity, distinct from other companies in turn controlled by the same MEF. This approach is based on the consideration that:
—the MEF is not required to prepare consolidated financial statements, as it cannot, by law, be classified as an entity that carries out management and coordination activities;
—there is no relationship of interdependence and economic complementarity among the companies directly owned by the MEF that would allow them to be considered as a single entity from a risk perspective.
The updated consolidation scope led the overall exposures relating to Cassa Depositi e Prestiti S.p.A. (CDP) to exceed the prudential limit of 5% of consolidated own funds set by the Bank of Italy Circular 285. CDP is an affiliated entity as directly controlled by the MEF, and as a result of the so-called "silo approach," the prudential limits adopted for the MEF were applied to it. The CDP silo, among others, includes CDP Reti S.p.A., SNAM S.p.A., ITALGAS S.p.A., and TERNA S.p.A., toward which Mediobanca had existing risk exposures totalling €922m as at 30 September 2025.
It should be noted that at the individual level, Mediobanca's exposure to the CDP Group, on a stand-alone basis, was within the current internal and regulatory limits (i.e. 20% of individual own funds). A critical issue arises exclusively at the consolidated level of the Montepaschi Group, and exceeding the consolidated limit is a direct consequence of the BMPS acquisition of the former Mediobanca Group with its exposures, which resulted in adding up their respective exposures to the CDP Group. Prior to this extraordinary transaction, CDP was not included in Mediobanca's related-party scope, and BMPS's exposure to the CDP Group fell within the regulatory limits.
In order to promptly return to the required limits, in December and with the appropriate safeguards established by internal regulations on related parties, Mediobanca (being the only entity required to implement such safeguards to be drawn
644 Consolidated Financial Statements as at 31 December 2025
from its own positions) proceeded to reduce its risk exposure to the CDP Group through appropriate tools compliant with Article 194 of Regulation (EU) 575/2013 (CRR). This action was part of the Management and Coordination activities of the Parent Company in full compliance with the Supervisory Authority's instructions and for the protection of the Group's capital and governance balances. It was aimed at managing risk and complying with the prudential limits of the Montepaschi Group.
2.1 Regular financial disclosure: Most significant transactions
Transactions with related parties fall within the ordinary operations of the Group companies, are maintained on an arm’s length basis, and are entered into in the interests of the individual companies concerned. Details of the compensation paid to Directors and key management personnel are provided in a footnote to the table.
The main transactions carried out by Mediobanca with Associated Persons are reported below.
i.Transactions with ANAS S.p.A.
In October, the €100m credit line for ANAS S.p.A., a subsidiary of Ferrovie dello Stato S.p.A., was renewed, with an additional 12 months before expiry. This credit line is to be used on a revolving basis for the conclusion of bilateral financing agreements with a maximum maturity of 12 months.
Notes to the Accounts | Part H – Related-Party Transactions 645
ii.Transactions with ENAV S.p.A.
In December, a loan of €85m was approved in cash and/or signature-based to refinance the 2023 club deal for a total of €510m.
iii.Transactions with POSTE ITALIANE S.p.A.
During the last quarter of the year, there was an increase in the use of the REPO line for the benefit of the counterparty Patrimonio Banco Posta, whose stock amounted to approximately €200m at the end of December.
iv.Transactions with LEONARDO S.p.A.
A revolving credit line granted to LEONARDO S.p.A. was renewed. As at 31 December 2025, the line amounted to €47.5m, with a maturity date of 7 October 2026.
v. Transactions with SNAM S.p.A.
During the quarter, Mediobanca issued a Fairness Opinion for the benefit of the associated party SNAM S.p.A. regarding the finalization of the acquisition of the 48% stake held by the Igneo Infrastructure Partners fund in the company OLT Offshore LNG Toscana.
vi.Transactions with Trevi – Finanziaria Industriale S.p.A.
Mediobanca acted as financial advisor to Trevi, a company controlled by the MEF, to assist in raising new debt financing in order to support the Group's business plan and/or refinance all or part of the Group's financial debt.
646 Consolidated Financial Statements as at 31 December 2025
2.2 Quantitative information
The overall exposure to related parties underwent a significant increase due to the expansion of the scope of the Associated Persons mentioned above.
Statement as at 31 December 2025

|  |  |  |  |  |  |  | (€m)
| Directors and key management personnel | Associated companies |  | Other related party |  | Ministry of Economy and Finance | Total
Assets | 3.3 |  | — |  | 1,983.9 |  | 11,519.3 | 13,506.5
of which: other assets | — |  | — |  | 845.4 |  | 10,573.3 | 11,418.7
Loans | 3.3 |  | — |  | 1,138.5 |  | 946.0 | 2,087.8
Liabilities | 12.1 |  | — |  | 1,311.5 |  | 625.9 | 1,949.5
Guarantees and commitments | — |  | — |  | 1,916.3 |  | 1,916.3 | 3,832.6
Interest income | — |  | — |  | 48.3 |  | 23.0 | 71.3
Interest expense | — |  | — |  | (5.2) |  | (2.4) | (7.6)
Net fee income | — |  | 0.6 |  | 22.4 |  | 3.6 | 26.6
Sundry income (costs) | (37.1) | (1) | (0.4) |  | (19.5) |  | 45.6 | (11.4)

(1)Of which: short-term benefits amounting to €-30.6m and performance shares worth €-6.3m. This item includes the final payment plans and severance packages awarded to departing senior managers. This figure includes resources considered Key Management Personnel during the period under review.
(2)This item also includes the valuation of derivative contracts, including bond forwards with underlying government securities.
Statement as at 30 June 2025

|  |  |  |  | (€m)
| Directors and key management personnel | Associated companies | Others related parties | Total
Assets | 3.1 |  | — | 62.1 | 65.2
of which: other assets | — |  | — | 55.6 | 55.6
Loans | 3.1 |  | — | 6.5 | 9.6
Liabilities | 12.5 |  | — | 263,4 | 275.9
Guarantees and commitments | — |  | — | 130.0 | 130.0
Interest income | 0.1 |  | — | 2.2 | 2.3
Interest expense | (0.2) |  | — | (1.6) | (1.8)
Net fee income | — |  | 1.3 | 40.4 | 41.7
Sundry income (costs) | (51.6)(1) | 0.7 | (8. 0) (2) | (60.3)

(1)Of which: short-term benefits amounting to (€41.3m) and performance shares worth (€10.1m). This figure includes resources considered Key Management Personnel during the period under review. Please note that a Board member waived the emolument approved.
(2)This item also includes the valuation of derivative contracts, including bond forwards with underlying government securities.
Notes to the Accounts | Part I – Share-Based Payment Schemes 647
Part I – Share-based payment schemes
A. QUALITATIVE INFORMATION
1. Description of share-based payment schemes approved by the Shareholders’ Meeting.
In the area of equity instruments used for the remuneration of its personnel, Mediobanca decided to adopt a performance shares scheme, with the two-fold aim of:
—adapting to banking regulations that require a portion of variable remuneration to be paid out in the form of equity instruments over a time horizon of several years, subject to performance conditions and hence consistent with positive results sustainable over time;
—aligning the interests of Mediobanca’s management with those of its shareholders in order to create value over the medium / long term.
Therefore performance share plans, which provide under certain conditions for the free assignment of Mediobanca shares at the end of a vesting and/or holding period, and long-term incentive plans (LTI) linked to the achievement of the strategic plan’s objectives may be offered.
The incentive plans in place in financial year 2024/2025 provided that, in case of extraordinary events with a significant impact on Mediobanca and its subsidiaries’ financial/equity performance and/or in the event of a substantial change in Mediobanca and its subsidiaries’ shareholding structure (change of control), they could be reviewed and/or dismissed at the discretion of the Board of Directors, after consulting the Remuneration Committee and any relevant committees. In the event of a change of control, depending on the Board of Directors' classification of the transaction, the following options could also be considered: i) hostile takeover: pro rata early liquidation in cash in the event of a successful takeover; ii) non-hostile takeover: liquidation at the end of the Plan in shares of the new Entity. In the event of extraordinary capital transactions, the number of performance shares assigned but not yet delivered would be adjusted accordingly.
648 Consolidated Financial Statements as at 31 December 2025
The Board of Directors of Mediobanca held on 26 June 2025, in accordance with the Plan provisions and market practice, resolved, in the event of completion of the Monte dei Paschi public exchange offer, to replace the shares assigned to the beneficiaries of all performance share plans with a cash amount, including the 2019–2023 and 2023–2026 LTI plans (which were terminated early on the completion date of the public exchange offer). The disbursement of the assigned performance shares converted into cash will follow the original award schedule. At the same time, certain conditions for the award of deferred compensation were modified in compliance with regulatory provisions.
In addition, Mediobanca and its subsidiaries legal entities equipped themselves with incentive plans based on equity instruments:
—Messier et Associés has in place a plan of free-of-charge shares for up to 10% of the share capital to be attributed to employees (at the time of promotions and/or for retention purposes) which, after the vesting period (not exceeding 2 years) and a further holding period of one year, are resold to the Parent Company which settles the price with Mediobanca shares. As at 31 December 2025, there were outstanding allocations of 12,550 shares, 1,000 of which exercisable, 3,550 in the holding period and 8,000 in the vesting period;
—Polus Capital Management Group has an investment plan in place for employees (for retention purposes), which allows them to purchase special shares of the company, which, after a vesting period (maximum 3 years) and the achievement of certain results (hurdle), they can sell to the Parent Company which will liquidate them through Mediobanca shares.124 As at 31 December 2025, 45,529 special shares were assigned, which included 25,266 already exercisable.
124 There is also a Plan E (with the same hurdle) available to an institutional investor for up to 34,319 shares.
Notes to the Accounts | Part I – Share-Based Payment Schemes 649
QUANTITATIVE INFORMATION
Changes in performance share schemes during the year
As part of the staff variable remuneration for financial year 2025, a total of 979,270 performance shares were allocated on 31 July 2025; the shares, the award of which is conditional upon performance targets being achieved over a maximum period of five years, are to be made available in tranches as follows: November 2026 (up to 432,135), November 2027 (up to 158,132), November 2028 (up to 234,517), November 2029 (up to 77,592), and November 2030 (up to 76,894).
Following the completion of the Public Offer (11 September 2025), the amendments to the plans became effective. They were accelerated pursuant to IFRS2 “Share-based Payments” and transformed into a liability towards the beneficiaries to be paid in cash according to the original award schedules: 6,122,932 shares (including the performance shares assigned last 31 July as part of the variable remuneration for financial year 2025) were converted into a cash amount of €122m corresponding to the average value of the Mediobanca stock calculated during the acceptance period of the BMPS Offer (€19.9216).
The conversion was recognized through profit or loss for the component originally calculated at the grant date but not yet recognized as an expense (€19m); against equity for the difference between the original value and fair value (€71m), together with the portion of social security contributions, for an overall impact, after tax and discounting effects, of just over €100m. The cash conversion of the performance shares also released Mediobanca from its obligation to deliver 6.1 million shares to employees, previously recorded in the financial statements as treasury shares (6.7 million shares recorded in negative reserves for approximately €103m with a current value of approximately €124m).
650 Consolidated Financial Statements as at 31 December 2025

Items / | 31 June 2025 | 30 June 2024
Performance Shares | No. of performance shares | Average price (€/share) | No. of performance shares | Average price (€/share)
A. Balance at start of period | 5,973,973 | 6,93 | 6,487,718 | 6.93
B. Increases | 979,270 | — | 1,365,387 |
B.1 Newly issued shares | 979,270 | 15,19 | 1,365,387 | 10.90
B.2 Other changes | — | — | — | —
C. Decreases | 6,953,243 | — | 1,879,132 |
C.1 Cancelled | 830,311 | 9,07 | — | —
C.2 Exercised | — | — | 1,788,838 | 8.04
C.3 Expired | — | — | — | —
C.4 Other changes | 6,122,932 | 9,07 | 90,294 | 8.56
D. Balance at end of period | — | — | 5,973,973 | 6.73

Starting on 31 December 2025, in connection with the variable remuneration for the half year 2025, the deferral rules set forth in regulatory provisions on payouts of the issuer’s shares were applied, assigning 725,455 performance shares with a notional cost of €10m in total. These shares, the award of which is conditional upon performance targets being achieved over a maximum period of five years, will be made available in tranches as follows: November 2026 (up to 368,891), November 2027 (up to 117,057), November 2028 (up to 156,583), November 2029 (up to 42,281), and November 2030 (up to 40,643).
Notes to the Accounts | Part L - Segment Reporting 651
Part L – Segment Reporting
INTRODUCTION
Under IFRS8, an entity must disclose information to enable users of its financial statements to evaluate the nature and financial effects of the different business activities in which it engages and the different economic environments in which it operates (referred to as “operating segments”).
The aggregation of the “operating segments” illustrated in this section is consistent with the means adopted by the Group’s management to take business decisions, and is based on the internal reporting used in order to allocate resources to the various segments, and to analyse their respective performances as described in the Review of Operations, to which reference is made for detailed and exhaustive analysis of the individual business lines’ earnings and financial performances.
A. PRIMARY SEGMENT REPORTING
The following business lines have been identified.
Wealth Management (WM): this division brings together all portfolio management services offered to the various client segments, plus asset management. This division includes Mediobanca Premier, which targets the Premier client bracket; the MBPB and CMB Monaco private banking networks and the Asset Management companies (Polus Capital, Mediobanca SGR, Mediobanca Management Company and RAM Active Investment), in addition to the fiduciary activities of Spafid.
Corporate and Investment Banking (CIB): this includes services for corporate customers in the Wholesale Banking areas (loans, Capital Market activities, Advisory, Client and proprietary trading carried out by Mediobanca, Mediobanca International, Mediobanca Securities, Messier et Associés and Arma Partners) and Specialty Finance or Factoring carried out by MBFACTA, and Leasing (Selma); please note that Selma's core Leasing business was previously included in the Holding Functions division, while it was separated from MBCS and transferred to the Consumer division.
Consumer Finance (CF): this division offers retail customers a full range of consumer credit products: personal loans, targeted loans, salary- or pension-backed loans, credit cards, as well as the new and innovative Buy-Now-Pay-Later solution called “HeyLight,” which includes the activities of HeyLight SA (formerly called
652 Consolidated Financial Statements as at 31 December 2025
HeidiPay Switzerland AG), HeidiPay AG and its subsidiaries Heidipay Ltd and Holipay. The division also includes Compass RE, (which provides reinsurance against risks linked to insurance policies sold to clients), Compass Rent, (which operates in the goods lease market), and Compass Link (which distributes Compass products and services via third-party collaborators), and since 1 July, Credit Management activities carried out by MBCredit Solutions and MBContact Solutions.
Insurance - Principal Investing (PI): this includes the portfolio of equity investments and stocks of Mediobanca and its subsidiaries. In particular, the stake of 13.55% in Assicurazioni Generali has been this division’s main constituent for many years, and stands apart for its sound management, consistency of results, high profitability and contributions in terms of diversification and stabilization of Mediobanca revenues. Investments in funds and vehicles promoted and managed by asset management companies (seed capital) also contribute to the division, with a view to combining medium-term profitability for Mediobanca and a synergistic approach between the divisions, as well as investment activities in private equity funds managed by third parties.
Holding Functions comprise Selma, MIS and other minor companies, Treasury and ALM units of Mediobanca and its subsidiaries 125 (with the aim of minimizing the cost of funding and optimizing liquidity management on a consolidated basis, including the securities held as part of the banking book), all costs relating to central departments, including Operations, support units (such as Chief Financial Officer, Group Corporate Affairs, Investor Relations, Human Resources etc.), senior management and control units (Risk Management, Internal Audit and Compliance Unit) for the part that cannot be allocated to the business lines. Starting on 1 July, Selma’s core leasing activities have been included in the CIB division (in the Specialty Finance segment), leaving only past and currently closing operations in the Holding Functions division.
125 The Treasury unit finances the individual business areas by applying funds transfer prices (based on the FTP curve) with different spreads depending on the expiry dates of the funds’ usage.
Notes to the Accounts | Part L - Segment Reporting 653
A.1 Profit-and-loss figures by business segment
A list of the main points requiring attention with regard to the allocation of earnings results is provided below:
—Net interest income 126 is obtained by applying the internal funds transfer pricing (FTP) rates consistent with the financial characteristics of the products concerned. Notional interest is allocated using a centralized FTP model which assigns volumes, costs and revenues of liquidity based on durations, without distinction between lending and funding (referred to as “bid-ask” difference) with the same maturity;
—The 849 resources of the Holding Functions (837 last year) are divided as follows: 51 in Selma (53), 55 in the Treasury and ALM units of Mediobanca and its subsidiaries (48); 169 in MIS (161), 210 in Operations (216), 172 in support units (177), 188 in control units (177) and 4 in management (senior management and their assistants, 5 the previous year); with the cost of approximately 453 FTE (431) being charged back to the business lines;
—Intercompany items were netted out only if they involved companies belonging to the same segment; items involving different segments were cross-checked and recorded as adjustments, along with the consolidation entries regarding companies belonging to different segments;
—valuation actions that had an impact on acquisition operations were included among the reconciliation items to be stated in the “adjustments” column, i.e. in the column that indicates differences between the total business lines and the consolidated figure, both with reference to the economic effect and therefore to the performance of the individual divisions and to the balance sheet data. Although attributable to a company or a CGU, these items were not linked to their performance and the flows they generated and, among the various factors, were conditioned by market performance, which affected discounting and growth rates and therefore were not attributable to the operations of the divisions to which they belong and to the related profitability. This category includes the impairment of goodwill and other intangibles resulting from company valuations carried out on an
126 Mediobanca only reports net interest income based on the requirements of IFRS8, which specifies that an institution must record interest income and interest expense separately for each reporting segment, unless the majority of the revenue generated by that segment derives from interest and unless management base their evaluations primarily on net interest income in order to assess the segment’s results and take decisions regarding the resources to be allocated to the segment. In this case, an institution may refer to the segment’s interest revenue net of interest expense, provided it specifies this [IFRS8.23].
654 Consolidated Financial Statements as at 31 December 2025
annual basis and the net effects attributable to valuations of/adjustments to the value of contingent considerations through profit or loss.
A.1 Profit-and-loss figures by business segment

|  |  |  |  |  |  |  |  |  |  |  |  |  | (€m)
Earnings data |  | Wealth Managemen t |  | Corporate and Investme nt Banking |  | Consumer Finance |  | Insurance - Principal Investing |  | Holding Functions |  | Adjustmen ts (1) |  | Consolidat ed Total
Net interest income |  | 190.0 |  | 170.0 |  | 600.9 |  | (16.0) |  | (5.0) |  | 22.0 |  | 961.9
Treasury income |  | 6.4 |  | 40.9 |  | (0.6) |  | 16.5 |  | 8.6 |  | (1.9) |  | 69.9
Net fee and commission income (expense) |  | 276.6 |  | 146.4 |  | 77.2 |  | (0.5) |  | 0.7 |  | (22.6) |  | 477.8
Equity-accounted valuations |  | — |  | — |  | — |  | 276.8 |  | (0.4) |  | — |  | 276.4
Total revenues |  | 473.0 |  | 357.3 |  | 677.5 |  | 276.8 |  | 3.9 |  | (2.5) |  | 1,786.0
Personnel expenses |  | (181.8) |  | (113.0) |  | (73.6) |  | (2.0) |  | (67.5) |  | (0.2) |  | (438.1)
Administrative expenses |  | (153.8) |  | (84.9) |  | (130.9) |  | (0.8) |  | (9.9) |  | 2.2 |  | (378.1)
Overheads |  | (335.6) |  | (197.9) |  | (204.5) |  | (2.8) |  | (77.4) |  | 2.0 |  | (816.2)
Gains (losses) on disposal of equity investments |  | — |  | — |  | — |  | — |  | — |  | — |  | —
Net (adjustments) writebacks of loans to customers |  | (0.7) |  | (5.1) |  | (143.0) |  | — |  | 4.0 |  | — |  | (144.8)
Net (adjustments) writebacks of other financial assets |  | 1.2 |  | (0.4) |  | — |  | (3.8) |  | 2.0 |  | — |  | (1.0)
Other gains (losses) |  | (1.2) |  | (4.6) |  | (2.5) |  | — |  | 6.3 |  | (2.5) |  | (4.5)
Profit before tax |  | 136.7 |  | 149.3 |  | 327.5 |  | 270.2 |  | (61.2) |  | (2.9) |  | 819.6
Income taxes |  | (41.9) |  | (44.8) |  | (106.2) |  | (3.6) |  | 9.5 |  | 3.7 |  | (183.2)
Profit (loss) attributable to minority interests |  | (1.7) |  | (12.0) |  | (0.1) |  | — |  | — |  | 0.3 |  | (13.5)
Net income not including one-off costs |  | 93.1 |  | 92.5 |  | 221.2 |  | 266.6 |  | (51.7) |  | 1.1 |  | 622.9
Impairment losses |  | — |  | — |  | — |  | — |  | — |  | (63.5) |  | (63.5)
OPS costs |  | — |  | — |  | — |  | — |  | — |  | (46.8) |  | (46.8)
Net income including one-off costs |  | 93.1 |  | 92.5 |  | 221.2 |  | 266.6 |  | (51.7) |  | (109.2) |  | 512.6
Cost/income ratio (%) |  | 71.0 |  | 55.4 |  | 30.2 |  | 1.0 |  | n.m. |  | n.m. |  | 45.7

(1) The sum of the data by business area differs from the consolidated total amount due to net consolidation adjustments/differences between the business areas (€3.7m). Furthermore, during the six-month period the delta was given by the costs of €46.8m for OPAS, after the related taxes and by the write-down of intangible assets on foreign companies (€63.5m), to which the effects attributable to the acquisitions (referred to as contingent consideration) (€2.6m) not allocated to any business area should be added.
Notes to the Accounts | Part L - Segment Reporting 655
A.2 Balance-sheet data by business segment
The balance-sheet items shown below represent each business area’s contribution to the consolidated Balance Sheet, hence no adjustments have been made between the sum of the components and the total consolidated amount.

|  |  |  |  |  |  |  |  |  | (€m)
Balance-sheet data | Wealth Management |  | Corporate and Investment Banking | Consumer Finance |  | Principal Investing |  | Holding Functions |  | Adjustment s |  | Consolidate d Total
Banking book debt securities | 842.7 |  | 3,293.9 | 262.7 |  | — |  | 7,889.2 |  | — |  | 12,288.5
Loans to customers | 17,824.8 |  | 20,918.4 | 16,665.3 |  | — |  | 457.1 |  | — |  | 55,865.6
Funding | 30,315.6 |  | — | 2,747.6 |  | — |  | 37,707.5 |  | — |  | 70,770.7

656 Consolidated Financial Statements as at 31 December 2025
B. SECONDARY SEGMENT REPORTING
B.1 Profit-and-loss figures by geography

|  |  |  |  |  | (€m)
Earnings data |  | Italy |  | International (1) |  | Consolidated Total
Net interest income |  | 902.5 |  | 59.4 |  | 961.9
Net trading income |  | 63.3 |  | 6.6 |  | 69.9
Net fee and commission income (expense) |  | 170.8 |  | 307.0 |  | 477.8
Equity-accounted valuations |  | 276.4 |  | — |  | 276.4
Total revenues |  | 1,413.– | 0 | 373.0 |  | 1,786.0
Personnel expenses |  | (292.8) |  | (145.3) |  | (438.1)
Administrative expenses |  | (390.2) |  | 12.1 |  | (378.1)
Overheads |  | (683.0) |  | (133.2) |  | (816.2)
Net (Value adjustments) write-backs |  | (138.6) |  | (7.2) |  | (145.8)
Other gains (losses) |  | (9.3) |  | 4.8 |  | (4.5)
Profit before tax |  | 582.1 |  | 237.4 |  | 819.5
Income taxes |  | (156.8) |  | (26.4) |  | (183.2)
Profit (loss) attributable to minority interests |  | (0.7) |  | (12.8) |  | (13.5)
Net income not including one-off costs |  | 424.6 |  | 198.2 |  | 622.8
Impairment losses |  | — |  | (63.5) |  | (63.5)
OPS costs |  | (41.5) |  | (5.3) |  | (46.8)
Net income including one-off costs |  | 383.1 |  | 129.4 |  | 512.5
Cost/income ratio (%) |  | 48.3% |  | 35.7% |  | 45.7%

(1) This item includes the P&L data of the companies Mediobanca International, CMB Monaco, Compass RE, MB USA, Polus Capital Management, Mediobanca Management Company, RAM Active Investments and Messier et Associés and Arma Partners, HeyLight, Heidi Pay AG and Heidi Pay Ltd, in addition to the foreign branches (Paris, Madrid, Frankfurt, and London).
B.2 Balance-sheet data by geography

|  |  |  |  |  | (€m)
Balance-sheet data |  | Italy |  | International (1) |  | Consolidated Total
Banking book debt securities |  | 11,242.3 |  | 1,046.2 |  | 12,288.5
Loans to customers |  | 45,916.1 |  | 9,949.5 |  | 55,865.6
Funding |  | (55,175.0) |  | (15,595.7) |  | (70,770.7)

(1) This item includes the P&L data of the companies Mediobanca International, CMB Monaco, Compass RE, MB USA, Polus Capital Management, Mediobanca Management Company, RAM Active Investments, Messier et Associés and Arma Partners, in addition to the foreign branches (Paris, Madrid, Frankfurt, and London).
Notes to the Accounts | Part L - Segment Reporting 657
Information required under letters a), b) and c) of Annex A, First Part, Title III, Section 2 of Bank of Italy Circular No. 285 of 17 December 2013
Statement as at 31 December 2025

|  |  |  |  |  |  |  |  |  |  |  |  | (€milioni)
Business Line | Breakdown | Heading 120 Total revenues (*) | Heading 290 Profit (loss) before taxes | Heading 300 | Full Time Employees (1)
Income taxes
Italy | International | Group | Italy | International | Group | Italy | International | Group | Italy | International | Group
Wholesale Banking | Lending, capital market activities, advisory services, and client and proprietary trading performed by Mediobanca, Mediobanca International, Mediobanca Securities, Messier et Associés and Arma Partners | -87 | 129 | 42 | 82 | 49 | 131 | -35 | -4 | -39 | 272 | 294 | 566
Specialty Finance | This includes Factoring performed by MBFACTA and Leasing (Selma); please note that Selma's core Leasing business was previously included in the Holding Functions division. | 37 | — | 37 | 19 | — | 19 | -6 | — | -6 | 8 | — | 8
Consumer Finance | This includes a full range of consumer credit products: personal loans, targeted loans, salary- or pension-backed loans, and credit cards, as well as the new and innovative Buy Now Pay Later solution called "HeyLight," which includes the activities of HeyLight SA. The segment includes Compass RE, Compass Rent, and Compass Link, and, starting 1 July, the Credit Management business carried on by MBCredit Solutions and MBContact Solutions. | 626 | 8 | 634 | 318 | 9 | 327 | -103 | -3 | -106 | 1.502 | 149 | 1.651
Premier | This includes deposit-taking, mortgage lending and retail banking services addressed by MBPremier | 248 | — | 248 | 79 | — | 79 | -28 | — | -28 | 1.480 | — | 1.480
Private Banking & Asset Management | This includes asset management activities, addressed in Italy by the division Mediobanca Private Banking and Spafid and in Monaco by CMB Monaco; it also includes Polus Capital Management, CMG Monaco and RAM Active Investments (Alternative Asset Management activities) | 81 | 140 | 221 | 17 | 41 | 58 | -6 | -8 | -14 | 266 | 399 | 665
Insurance - Principal Investing | This manages the Group's portfolio of equity investments and holdings, as well as investments in funds and special purpose vehicles set up and managed by the Group's asset management companies (referred to as seed capital) | — | -4 | -4 | 269 | 1 | 270 | -4 | — | -4 | 9 | — | 9
Holding Functions | In which the Treasury and ALM units are centralized; it continues to include core operating and minor companies, while Selma's core Leasing activities are included in the Specialty Finance segment, only leaving operations carried out in the past and in the process of being closed in the Holding Functions division. | 1 | 1 | 2 | -61 | — | -61 | 10 | — | 10 | 919 | 5 | 924
Adjustments (2) |  | -4 | — | -4 | -159 | — | -159 | 37 | — | 37 | — | — | —
Group total |  | 902 | 274 | 1.176 | 564 | 100 | 664 | -135 | -15 | -150 | 4.456 | 847 | 5.303

(*) This refers to Profit and Loss Account heading 120 pursuant to Bank of Italy Circular No. 262/2005. The figure here differs from the amount stated as “Total revenues” in the statements found in the Section “Part L - A.1. Profit-and-loss figures by business segment,” which provides a more accurate reflection of Mediobanca’s operations. Heading 120 Total revenues under Circular No. 262/2005 of the Bank of Italy does not include net premiums earned, income (expense) from insurance activities or other operating income.
(1) Full-time employees.
658 Consolidated Financial Statements as at 31 December 2025
(2) The column headed “Adjustments” includes consolidation entries (including inter-company elisions) between the various business segments.
Notes to the Accounts | Part L - Segment Reporting 659
Statement as at 30 June 2025

Business Line | Breakdown | Heading 120 Total revenues (*) | Heading 290 Profit (loss) before taxes | Heading 300 | Full Time Employees (1)
Income taxes
Italy | International | Group | Italy | International | Group | Italy | International | Group | Italy | International | Group
Wholesale Banking | Lending, capital market activities, advisory services, and client and proprietary trading performed by Mediobanca, Mediobanca International, Mediobanca Securities, Messier et Associés and Arma Partners | 523 | 235 | 758 | 351 | 90 | 441 | (110) | (14) | (124) | 262 | 296 | 558
Specialty Finance | This includes: factoring performed by MBFACTA and credit management on behalf of third parties only performed by MBCredit Solutions and MBContact Solutions | 80 | — | 80 | 44 | — | 44 | (15) | — | (15) | 200 | — | 200
Consumer Finance | This includes a full range of consumer credit products: personal loans, targeted loans, salary- and pension-backed loans, and credit cards, as well as the new and innovative Buy Now Pay Later solution called "HeyLight," which includes the activities of HeyLight SA (formerly known as HeidiPay Switzerland AG). Compass RE, Compass Rent and Compass Link fall within this segment. | 1.149 | 10 | 1.159 | 589 | 24 | 613 | (199) | (6) | (205) | 1.482 | 33 | 1.515
Premier | This includes deposit-taking, mortgage lending and retail banking services addressed by MBPremier | 479 | — | 479 | 166 | — | 166 | (55) | — | (55) | 1.522 | — | 1.522
Private Banking & Asset Management | This includes asset management activities, addressed in Italy by the division Mediobanca Private Banking and Spafid and in Monaco by CMB Monaco; it also includes Polus Capital Management, CMG Monaco and RAM Active Investments (Alternative Asset Management activities) | 220 | 265 | 485 | 84 | 87 | 171 | (29) | (19) | (48) | 275 | 387 | 662
Insurance - Principal Investing | This manages the portfolio of equity investments and holdings, as well as investments in funds and special purpose vehicles set up and managed by the Group's asset management companies (referred to as seed capital) | 41 | — | 41 | 525 | 8 | 533 | (17) | — | (17) | 9 | — | 9
Holding Functions | This houses Treasury and ALM activities and continues to include the leasing operations (headed by SelmaBPM), service providers and minor companies. | (2) | 76 | 74 | (168) | 72 | (96) | 11 | — | 11 | 862 | 5 | 867
Adjustments (2) |  | (37) | — | (37) | (96) | — | (96) | 9 | — | 9 | — | — | —
Group total |  | 2.453 | 586 | 3.039 | 1.495 | 281 | 1.776 | (405) | (39) | (444) | 4.612 | 721 | 5.333

660 Consolidated Financial Statements as at 31 December 2025
(*) This refers to Profit and Loss Account heading 120 pursuant to Bank of Italy Circular No. 262/2005. Heading 120 Total revenues under Circular No. 262/2005 of the Bank of Italy does not include income from insurance activities or other operating income.
(1) Full-time employees, at consolidated level.
(2) The column headed “Adjustments” includes consolidation entries (including inter-company elisions) between the various business segments.
Notes to the Accounts | Part M - Segment Reporting 661
Part M – Disclosure on Leasing
SECTION 1: LESSEE
QUALITATIVE INFORMATION
With reference to the transactions governed by IFRS16 and the contracts that fall within its scope, at the reporting date Mediobanca (including its subsidiaries) had real estate lease contracts and company vehicle lease contracts in place almost exclusively. Some hardware lease contracts should also be reported, but only for a residual amount. Property leases mostly involved premises used as offices. Such leases normally have durations of more than twelve months and typically contain renewal or termination clauses which both lessor and lessee can exercise in accordance with the provisions of law and/ or specific contractual arrangements, if any. Generally, such leases do not contain an option to buy at expiry or entail substantial reinstatement costs. As for the car leases, these are long-term agreements for the fleet of company cars available for use by staff members for work-related purposes in accordance with the corporate policy of Mediobanca and its subsidiaries.
When the standard was adopted, some simplifications were made and are still applied; in particular, contracts with a duration of less than or equal to 12 months (referred to as “short-term”), those with a value of less than €5,000 (referred to as “low-value”) and those relating to intangible assets were excluded. It was also decided not to strip out the service component from the lease proper; hence the full contract was recognized as a lease. The discount rate used has been derived from the Funds Transfer Pricing curve used in treasury management by Mediobanca and its subsidiaries’Treasury unit.
In cases where the original lease has been replicated with another counterparty (i.e., sub-leased), the related lease liability is matched by an amount receivable from the counterparty at the date rather than by its value in use. Sub-leasing arrangements involve only negligible amounts.
662 Consolidated Financial Statements as at 31 December 2025
QUANTITATIVE INFORMATION
For quantitative information on the impact on the Group’s financial and earnings situation, reference is made to the contents of the following sections of the Notes to the Accounts:
⎯Information on rights of use acquired, in “Part B Notes to the consolidated balance sheet - Assets - Section 9”;
⎯Information on lease liabilities in “Part B Notes to the consolidated balance sheet - Liabilities - Section 1”;
⎯for the effects on earnings in “Part C Notes to the Profit and Loss Account”, in particular the headings for interest income and expense and value adjustments to tangible assets.
The value in use recorded in the balance sheet at 31 December 2025 was €273m, broken down as follows:
—value in use of properties: €255.4m;
—value in use of motor vehicles: €17.4m;
—value in use of other assets: €114,000.
Notes to the Accounts | Part M - Segment Reporting 663
SECTION 2: LESSOR
QUALITATIVE INFORMATION
The Group has finance lease agreements in place through its subsidiary Selma. These mostly involve leases of real property, core goods and registered moveable assets. The contracts are represented in the accounts by the amount receivable under the finance lease being recorded under Heading 40, Financial assets measured at amortized cost, the income received under Heading 10, Interest and similar income, the related proceeds determined by accrual and, under Heading 130, Net write-offs (write-backs) for credit risk, provisions for expected loan losses.
664 Consolidated Financial Statements as at 31 December 2025
QUANTITATIVE INFORMATION
In relation to quantitative information regarding the impact on the Group’s financial position and earnings, reference should be made to the contents of the relevant sections in the Notes to the Accounts. In particular, the book value of leases is found in Part B - Notes to the Consolidated Balance Sheet - Assets - Section 4 - Heading 40: Financial assets measured at amortized cost. During the year under review, these leases generated interest income as shown in Part C - Notes to the Consolidated income statement - Section 1 - Headings 10 and 20: Net interest income and Section 14 - Heading 210: Net adjustments to tangible assets of the Notes to the Consolidated Accounts.
Notes to the Accounts | Part M - Segment Reporting 665
1.Balance-sheet and earnings data
2.Finance leases
2.1 Maturity analysis of lease payments receivable by time band and reconciliation with lease loans recognized under assets

Time bands | 31 December 2025 | 30 June 2025
Lease payments to be received | Lease payments to be received
Up to 1 year | (309,239) | (320,925)
From 1 years to 2 years | (223,682) | (235,727)
From 2 years to 3 years | (161,887) | (162,402)
From 3 years to 4 years | (111,978) | (119,294)
From 4 years to 5 years | (76,201) | (67,014)
Beyond 5 years | (145,565) | (120,447)
Total lease payments to be received | (1,028,552) | (1,025,809)
Reconciliation with loans | (32,365) | (34,512)
Not accrued financial gains (-) | 134,921 | 129,518
Unguaranteed terminal value (-) | (167,286) | (164,030)
Lease loans | (1,060,917) | (1,060,321)

The table provides a maturity analysis of the lease payments receivable by time band, and a reconciliation of payments to be received and lease payments, as required by IFRS16, paragraph 94. In particular, it should be noted that the payments receivable under the lease, which consist of the sum of minimum payments due by way of principal and interest, are stated net of any provisions and the discounted unguaranteed terminal value due to the lessor. These are reconciled with the lease loan, recognized in the balance sheet under financial assets measured at amortized cost, by subtracting financial gains not accrued and adding the unguaranteed terminal value. Non-performing leases acquired are not included.
666 Consolidated Financial Statements as at 31 December 2025
2.2 Other Information
In finance lease transactions, the credit risk associated with the contract is managed in accordance with the principles described in Part E – Information on risks and related hedging policies - Section 2 – Prudential consolidated risk - 1.1. Credit risk in the Notes to the Consolidated Accounts to which reference is made.
Contracts are classified as finance leases based on whether the risks and benefits associated with ownership of the asset in question are transferred to the lessee throughout the duration of the contract, whether the contract itself contains a final option to acquire the asset on terms that would make its failure to exercise such an option uneconomic, and whether the contract has a duration which is basically the same as the economic lifetime of the asset itself. The same may also apply in cases where the contracts do not contain options to buy or have a duration which is significantly shorter than the asset’s economic lifetime, but are accompanied by arrangements with third party buyers that guarantee the asset will be bought when the lease expires.
Notes to the Accounts | Part M - Segment Reporting 667
3. Operating leases
3.1 Classification of payments to be received by time bands

Time bands | Total
31 December 2025
Lease payments to be received
Up to 1 year | 1,878
From 1 years to 2 years | 1,815
From 2 years to 3 years | 1,752
From 3 years to 4 years | 1,715
From 4 years to 5 years | 404
Beyond 5 years | 98
Total | 7,662

The table shows the classification of payments to be received by time band for the operating lease of the subsidiary Selma. The amounts relating to payments shown have not been discounted.
3.2 Other information
There is no further information to report.
668 Consolidated Financial Statements as at 31 December 2025
D ECLARATION BY THE F INANCIAL R EPORTING O FFICER
Declaration concerning the consolidated financial statements pursuant to Article 81-ter of CONSOB Regulation No. 11971 of 14 May 1999, as amended
1.The undersigned Alessandro Melzi D’Eril and Emanuele Flappini, in their respective capacities as Chief Executive Officer and Financial Reporting Officer of Mediobanca, hereby, and in view inter alia of the provisions contained in Article 154-bis, paragraphs 3 and 4, of Italian Legislative Decree No. 58 of 24 February 1998, declare that the administrative and accounting procedures used in the preparation of the consolidated financial statements:
–were adequate in view of the company’s characteristics; and
–were effectively adopted during the period 1 July 2025 - 31 December 2025.
2.Assessment of the adequacy of said administrative and accounting procedures for the preparation of the consolidated financial statements as at 31 December 2025 was based on a model defined by Mediobanca in accordance with benchmark standards for internal control systems which are widely accepted at international level (CoSO and CobiT frameworks).
3.It is further hereby declared that
3.1 the consolidated financial statements:
–Have been drawn up in accordance with the International Financial Reporting Standards adopted by the European Union pursuant to Regulation (EC) 1606/02 issued by the European Parliament and Council on 19 July 2002;
–correspond to the data recorded in the company’s books and accounting ledgers;
–are adequate for the purpose of providing a true and fair view of the capital, earnings and financial situation of the issuer and of the group of companies included within its area of consolidation.
3.2 the review of operations includes a reliable analysis of the operating performance, data and situation of Mediobanca and of the set of companies included within the consolidation area, and contains a description of the main risks and uncertainties to which such companies are exposed.
Milan, 5 March 2026

Chief Executive Officer Alessandro Melzi D’Eril | Head of Company Financial reporting Emanuele Flappini

670 Consolidated Financial Statements as at 31 December 2025
Declaration concerning the consolidated sustainability report pursuant to Article 81-ter of CONSOB Regulation No. 11971 of 14 May 1999, as amended
1.The undersigned Alessandro Melzi D’Eril and Emanuele Flappini, in their respective capacities as Chief Executive Officer and Financial Reporting Officer of Mediobanca, hereby, and in view inter alia of the provisions contained in Article 154-bis, paragraphs 3 and 4, of Italian Legislative Decree No. 58 of 24 February 1998, declare that the administrative and accounting procedures used in the preparation of the consolidated financial statements:
–in compliance with the reporting standards applied in accordance with the Directive 2013/34/UE of the European Parliament and the Council of 26 June 2013 and Legislative Decree No. 125 of 6 September 2024;
–using the specifications adopted in accordance with the Article 8(4) of Regulation (EU) 2020/852 of the European Parliament and the Council of 18 June 2020.
Milan, 5 March 2026

Chief Executive Officer Alessandro Melzi D’Eril | Head of Company Financial reporting Emanuele Flappini

671
R EPORT OF THE I NDEPENDENT A UDITING F IRM
672 Consolidated Financial Statements as at 31 December 2025
R EPORT OF THE I NDEPENDENT A UDITING F IRM ON THE C ONSOLIDATED F INANCIAL S TATEMENTS
673
674 Consolidated Financial Statements as at 31 December 2025
675
676 Consolidated Financial Statements as at 31 December 2025
677
678 Consolidated Financial Statements as at 31 December 2025
679
680 Consolidated Financial Statements as at 31 December 2025
681
682 Consolidated Financial Statements as at 31 December 2025
683
684 Consolidated Financial Statements as at 31 December 2025
685
686 Consolidated Financial Statements as at 31 December 2025
687
R EPORT OF THE I NDEPENDENT A UDITING F IRM ON THE S USTAINABILITY R EPORT
688 Consolidated Financial Statements as at 31 December 2025