Mediobanca — Proxy Solicitation & Information Statement 2026

Mar 24, 2026

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Performance share compensation scheme 2026

14 April 2026

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Contents

Performance share compensation scheme 2026 4

Information Document Required under article 84-bis, paragraph 1, of the regulations adopted by Consob under resolution no. 11971 of u 14 May 1999, as amended, regarding Incentivization Systems Based on Financial Instruments (the “2026 Performance Share Scheme”) 8

1. Recipients 8
2. Rationale for adopting the scheme 9
3. Governance 9
4. Methods by which awards are made 10
5. Characteristics of instruments awarded 12
6. Funding 13
7. Changes and amendments to the scheme 13
8. Accounting and tax issues 13
9. Other information 14

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Performance share compensation scheme 2026

Dear shareholders,

As in previous years, the Staff Remuneration Policy of Mediobanca and its subsidiaries, as required by the applicable regulations, includes the assignment of performance shares (ordinary Mediobanca shares) as part of the variable remuneration component.

The Policy is intended to attract and retain highly professional and ethical staff whose abilities and conduct are aligned with the complexity, increasing international dimension and specialization of the businesses in which the Bank operates, based on the criteria of sound management and sustainability of revenues, costs and results over time. Responsible, fair and transparent compensation mechanisms increase and protect reputation, credibility and consensus over time, all of which are prerequisites to develop business that aims to create and protect value for all stakeholders.

The incentive component consisting of variable remuneration seeks to recognize and reward the results and objectives achieved, and is determined over an annual and/or longer term basis according to risk-adjusted metrics. It is an important motivational tool, and for some business figures represents a material percentage of their overall compensation, in line with market practice, up to the limits set and in accordance with the other terms and conditions established by the regulations in force.

Performance shares:

• Are instruments aligned with the provisions of the applicable regulations on the subject of remuneration, in particular the Bank of Italy's Supervisory Instructions on remuneration and incentivization policies and practices, issued on 24 November 2021;
• Meet the conditions set by the regulations which require a share of the variable

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remuneration to paid in the form of equity instruments over a time horizon of several years and subject to a series of performance conditions being met;

• Allow the remuneration of staff to be linked to the achievement of positive results over time, having regard to the performances delivered, consistent with an approach which aims to ensure overall sustainability of the compensation mechanisms.

The scheme, which is consistent with the Bank's status as listed company as at the date of this resolution, serves to ensure that Mediobanca has the necessary financial instruments to meet the obligation to pay part of the variable remuneration component in shares in cases where this is required by the regulations (including, for identified staff, but not limited too, compensation payable in cases where their employment is terminated, or buyouts as part of recruitment processes).

For purposes of full disclosure, it should be noted that on 10 March 2026, the Boards of Directors of Mediobanca and Banca Monte dei Paschi di Siena ("MPS") approved corporate reorganization plans which entail, inter alia, Mediobanca being merged by amalgamation into MPS, with the issue, subject to approval by the companies' respective shareholders gathered in general meetings and to the required legal authorizations being obtained, and based on an agreed exchange ratio, of new MPS shares to be exchanged with the Mediobanca shares in issue.

In view of the fact that the merger referred to above is subject to approval by the companies' respective shareholders in general meetings and the required legal authorizations, the Board of Directors of Mediobanca reserves the right, as provided by section 7 of the scheme, and in accordance with the applicable regulations, to make all changes considered necessary or appropriate to the scheme, independently and without the need for further approvals by the Bank's shareholders gathered in general meeting, to ensure that the substantial and financial contents of the scheme remain unchanged within the limits set by the regulations and measures applicable from time to time.

You are invited to approve the Annual Incentivization Scheme for 2026 (the "2026 Performance Share Scheme"), entailing the assignment of up to a maximum of 3 million performance shares to staff members of Mediobanca and its subsidiaries, to determine the variable remuneration payable in respect of the financial year ending on 31 December 2026. The Scheme is consistent with the previous system and the Mediobanca Staff Remuneration Policy, which describes the mechanisms for determining and paying the variable remuneration component to staff.

In accordance with the provisions of Article 114-bis of the Italian Finance Act and Article 84-bis of the Consob Regulations for Issuers, the characteristics of the Scheme are illustrated in the Information Document shown below, which constitutes an integral part of this Report.

The Board of Directors invites you to adopt the following resolution.

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Proposed resolution to shareholders gathered in Annual General Meeting as ordinary business

Dear shareholders,

In view of the foregoing, we invite you to:

a. Approve the performance share scheme for 2026 for selected staff of Mediobanca and its subsidiaries as part of the remuneration and incentivization systems provided for in the Remuneration Policy on the terms and by the means illustrated in the Information Document;

b. Confer on the Board of Directors, and on its behalf, the Chief Executive Officer all suitable powers to:

• Enact this resolution and adopt any other measures that should become necessary to implement the Scheme;

• Make such amendments and/or additions to the Scheme and the documents that constitute an integral part thereof (and do not alter their substance) that should prove necessary to implement the resolution submitted to the approval of shareholders at today's Annual General Meeting or to bring them into line with any legal or regulatory provisions or guidance issued by the regulatory and/or supervisory authorities that come into force in the meantime.

Milan, 20 March 2026

The Board of Directors

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Information Document Required under article 84-bis, paragraph 1, of the regulations adopted by Consob under resolution no. 11971 of u 14 May 1999, as amended, regarding Incentivization Systems Based on Financial Instruments (the “2026 Performance Share Scheme”)

1. Recipients

The recipients of the performance share scheme are staff who, under the regulations in force and the Mediobanca Staff Remuneration Policy, must receive a share of their variable remuneration in the form of equity instruments.

These include employees who fall within the definition of “identified staff” of Mediobanca

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and its subsidiaries, identified on a regular basis by the Board of Directors based on the criteria set by the regulations and described in the Remuneration Policy. Additional staff members considered material to the achievement of strategic objectives may also be recipients of the Scheme.

Recipients of the performance share scheme may include the following members of the Board of Directors: the Chief Executive Officer and General Manager, a role which is held at the date of this resolution by Alessandro Melzi d'Eril.

The recipients also include persons who have regular access to inside information concerning the issuer directly and indirectly, and who are empowered to take management decisions that can impact on the performance and future prospects of the issuer, i.e. the "Strategic management" referred to in Article 3 of Regulation (EU) 596/2014, identified by the Board of Directors in the resolution in force at the time. At the date of this resolution there are a total of eight such strategic management members: the heads of the three control units (Group Audit, Group Compliance & AML, Group Risk Management); the Group Chief Financial Officer$^{61}$; the head of the Consumer Finance division; the two co-heads of the Corporate & Investment Banking division; and the head of the Insurance & Principal Investing division.

There are no categories of staff for which different treatment is provided in the performance share scheme, which is the same for all recipients.

2. Rationale for adopting the scheme

The scheme enables:

• Adaptation to the banking sector regulations which require that a share of variable remuneration be paid in the form of equity instruments, over a long-term time horizon, subject to performance conditions, i.e. to the sustainability of positive results delivered over time;
• Alignment of the Mediobanca management's interests with those of its shareholders in terms of creating value over the medium/long term.

3. Governance

The Board of Directors of Mediobanca adopts resolutions based on the proposals and/or with the opinion of the Remuneration Committee, based on the powers concerned, regarding:

• The assignation of performance shares to Directors who are members of the Bank's senior management;

$^{61}$ The Chief Financial Officer is also the Head of Company Financial Reporting.

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The scheme's regulations, which set down the rules by which it operates in practice.

The Chief Executive Officer informs the Board of Directors of the overall number of performance shares to be assigned for each cycle, based on the criteria and methods laid down in the Staff Remuneration Policy.

The Chief Executive Officer is responsible for operating the scheme, with the support of Group Human Capital, and for establishing the quantities to be assigned to each staff member.

4. Methods by which awards are made

Under the terms of the scheme, Mediobanca shares are granted to people linked to Mediobanca and its subsidiaries (employees, collaborators, staff employed under agency contracts, etc.) as the equity component of the variable remuneration awarded to them based on the results of the short-term performance evaluation process for FY 2026 (the "Short Term Incentive Plan"), or as part of the long-term schemes for recipients such as Financial Advisors linked to Mediobanca and its subsidiaries, or other staff with long-term performance evaluations under specific schemes adopted by individual subsidiaries to be closed in FY 2026.

The performance shares assigned as the upfront equity component are subject to a holding period of no less than one year before they are actually awarded, provided the beneficiary remains employed by the company[92].

The performance shares assigned as the deferred equity component are:

• Assigned as part of the overall vesting period for all deferred components over a time horizon of at least three years, provided the beneficiary is still linked to the company,[93] and further provided that the performance conditions identified by the Remuneration Policy in force at the time regarding the sustainability of the results achieved, the company's capital solidity and liquidity conditions, and the proper conduct of the individual beneficiary, continue to be met;
• Subject to a subsequent holding period of no less than one year prior to their actual award, provided the beneficiary still works for Mediobanca.[94]

By "remaining employed by the company" (Mediobanca, its subsidiaries, the banking group) what is meant here is that the co-operation arrangement between the recipient and the company is ongoing, whether such arrangement takes the form of permanent employment or some other contractual agreement, not in a period of notice being served for resignation/withdrawal/termination from the contract, whether voluntary or due to dismissal/withdrawal on the part of the company. For Directors of subsidiaries not linked to their companies by means of an employment contract, when their term of office comes to an end or is not renewed, their rights continue to apply without prejudice to the provisions of any individual specific agreements and provided their term of office has not come to an end due to compliance breaches attributable to them.

93 Cf. previous note.

94 See note 3.

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Distributing the awards over time in this way acts as an incentive to recipients, consistent with their role and business activity, to conduct themselves at all times in such a way as to ensure that sustainable results are delivered over the long term, in accordance with all capital and liquidity requirements and with a suitable level of control of all risks.

The Staff Remuneration Policy sets out in detail the performance evaluation period and the specific vesting and holding periods applicable to the performance shares with reference to the provisions of this document. Dividends do not accrue during the vesting period or the holding period. The Board of Directors may also identify additional performance indications. For employees of the subsidiaries, the Chief Executive Officer of Mediobanca, after consulting with the CEOs of the companies themselves, may identify one or more specific economic indicators.

Mediobanca reserves the right to take measures to claw back variable remuneration already paid in the event of damage emerging to its own reputation, to the integrity of its capital, to its profitability and/or earnings/financial situation, which is attributable to the conduct of individual staff members, regardless of whether such behaviour constitutes instances of wilful misconduct or fraud. Such measures are also provided for in cases which involve breach of the obligations set under Article 26 of the Italian Banking Act (Company representatives – Professional qualifications, fit and proper person requisites, and independence of company representatives), or, when the person concerned is an interested party, Article 53, paragraphs 4ff (Regulatory supervision), or the obligations in respect of remuneration and incentivization.

The Chief Executive Officer of Mediobanca, within the limits of the powers assigned to him, and in accordance with the provisions of the Remuneration Policy in force at the time regarding new joiner policies and other remuneration components, may also use performance shares as part of remuneration packages awarded in connection with the recruitment of key staff of Mediobanca and its subsidiaries for retention purposes, including outside of the annual award cycle, but still against the upper limit proposed in this resolution, with specific deferral mechanisms as provided under the terms of this resolution and the Policy. The governing bodies, based on their respective powers, may also award shares in relation to compensation agreements entered into in connection with early termination of the working relationship, to ensure these are correlated to the performance achieved and the risks taken by the individual concerned and the Bank, in accordance with the regulatory requirements and the aims set by the Remuneration Policy in force at the time.

The entitlement to receive shares is retained if the beneficiary retires, in the event of permanent disability and/or illness making them unable to continue working, or in cases which involve intra-group staff transfers. Such entitlement is lost, however, in cases where the working arrangement, whether based on an employment contract or other form of agreement, ends due to resignation, dismissal and/or withdrawal. The Board of Directors,

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the Remuneration Committee, other relevant Committees and the CEO of Mediobanca are responsible for handling any exceptions, under the powers respectively attributed to them, in particular in cases where the working relationship is ended by mutual consent as defined in the Remuneration Policy with reference to the treatment of "good leavers". The foregoing is without prejudice to decisions taken, if any, by a third party authorized to do so (such as the judicial and/or arbitration and/or conciliation authorities) and to regulations, if any, providing for more favourable treatment issued by the applicable local legislations.

Staff members are not allowed to use hedging or insurance strategies for their remuneration, or other aspects that could alter or otherwise distort the effects of the risk alignment inherent in the compensation mechanisms, especially in relation to the variable component paid in financial instruments.

To the extent applicable, the provisions of this section also apply to the deferred cash component.

5. Characteristics of instruments awarded

The scheme provides for the award of ordinary Mediobanca shares. The shares are delivered after the dividend, if any, has been paid and in compliance with the internal regulations on internal dealing and personal trading in financial instruments by identified staff. The shares are awarded personally, without prejudice to succession rights. The shares, once received, subject to the performance conditions and after the holding period has ended, may be traded immediately up to the limits set by the law and regulations in force (in particular, the internal regulations include provision for specific mechanisms – insider and “sell to cover” lists – in order to limit the risks of the market abuse regulations being breached). The performance share scheme makes no provision for restrictions on voting rights or property rights in relation to the ordinary Mediobanca shares awarded, save for any limits instituted by laws and/or regulations in force.

The maximum number of shares that can be allocated is calculated based on the arithmetical average of the official Mediobanca stock market price as follows:

• The date on which the results for the financial year ending 31 December 2026 are approved by the Board of Directors;
• The award date agreed between the parties (average stock market price in the last 30 days and/or previous month) in cases where shares are allocated upon recruitment for identified staff or as part of agreements regarding the end of the employment relationship.

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6. Funding

The maximum number of shares that may be awarded under the terms of this scheme is three million, through the use of treasury shares, already owned.

No impact on the stock market price is expected, in view of the number of shares involved, which is equal to $0.1\%$ of the share capital, plus the fact that the shares are already owned by the Bank.

7. Changes and amendments to the scheme

In the event of:

• Extraordinary transactions involving the share capital of Mediobanca not expressly governed by the Scheme, including but not limited to, mergers, demergers, reductions in share capital due to losses through share cancellations, reductions in the nominal value of the shares due to losses, capital increases by the Bank (whether bonus or rights issues) offered as options to shareholders or without option rights, inter alia with the shares released following payment in kind, and share combinations or splits;
• Legislative or regulatory changes, or amendments to the Corporate Governance Code;
• Guidance issued by the regulatory institutions and/or supervisory authorities;
• Other events capable of impacting on the shares;

the Board of Directors, in accordance with the applicable regulations, will make all amendments and additions to the Scheme considered necessary or otherwise appropriate, independently and without the need for further approval by the Bank's shareholders in Annual General Meeting, in order to maintain the substantial and economic contents of the Scheme unchanged within the limits permitted by the regulations and measures in force from time to time.

8. Accounting and tax issues

The performance shares allocated are booked to the profit and loss account based on a notional cost split over several financial years in view of the benefit received and the vesting period. The notional cost is equal to the value of the shares at the time of the award, adjusted to reflect the probabilistic elements connected with the scheme (e.g. possibility of beneficiaries resigning, actuarial parameters, etc.). The total expense for Mediobanca in the event of three million shares being awarded could be approximately €36m, to be spread across the entire vesting period, based on the current stock market price. The performance shares shall be subject to taxation and possibly social security contributions in accordance with the regulations in force in the country of residence for tax purposes of each individual beneficiary at the time.

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9. Other information

The performance share scheme:

• Contemplates the award exclusively of ordinary Mediobanca shares traded on regulated markets;
• Does not contemplate specific accounting and/or tax arrangements, and considers only those aspects provided for by the tax and social security contribution regime in force at the time in each of the beneficiaries' countries of residence.

No provision is made under the terms of the performance share scheme for shares awarded to be bought back.

No provision is made for support from the Special Fund to incentivize investment by employees in the companies for which they work instituted under Article 4, paragraph 112, of Italian law 350/03.

The Board of Directors, having received the favourable opinion of the Remuneration Committee on 16 March 2026, approved the scheme on 20 March 2026 for submission to the approval of shareholders in Annual General Meeting as ordinary business. The stock market price of ordinary Mediobanca shares on the two dates referred to above was €15.75 and €15.66 respectively.

The awards made from the performance share scheme, along with further details on the terms and conditions of award and/or issue, will be disclosed to the market annually pursuant to and within the meaning of the regulatory provisions in force.

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