Mediobanca — Remuneration Information 2021

Sep 27, 2021

Informazione Regolamentata n. 0187-70-2021		Data/Ora Ricezione 27 Settembre 2021 18:57:39	MTA
Societa'	:	MEDIOBANCA
Identificativo Informazione Regolamentata	:	152230
Nome utilizzatore	:	MEDIOBANCAN11 - Schneider
Tipologia	:	3.1
Data/Ora Ricezione	:	27 Settembre 2021 18:57:39
Data/Ora Inizio Diffusione presunta	:	27 Settembre 2021 18:57:40
Oggetto	:	Performance shares awards
Testo del comunicato

See attachment.

Press Release Performance share awards

As required under Article 84-bis of Consob resolution 11971/99 (Regulations for issuers), notice is hereby given that in the eleven month ended 27 September 2021, a total of 1,719,524 Mediobanca shares (performance shares, to be assigned over a five-year period) were awarded to Group employees in application of the staff remuneration policies, from the scheme approved by shareholders at an annual general meeting held on 28 October 2020 (cf. table attached).

The characteristics of the instruments awarded are described on the company's website at www.mediobanca.com, section Governance/Remuneration/Performance shares scheme.

27 September 2021

COMPENSATION SCHEMES BASED ON FINANCIAL INSTRUMENTS

Table 1 of scheme 7 of Annex 3A to Regulations for Issuers dated 11971/99

Date: 27 September 2021

		BOX 1
		Financial instruments other than stock options
Name and surname or category	Position (to be indicated only for named awards)	Section 1 Instruments issued under valid schemes in force approved on the basis of resolutions adopted by shareholders in previous general meetings
(1)		Date approved by shareholders in AGM (2)	Type of financial instrument	No. of financial instruments (3)	Date awarded		Strike price, if any Market price as at the award date	Vesting period
Alberto Nagel	Chief Executive Officer Mediobanca	28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	22,075	27 September 2016	N/A	5.960	The shares will be made available in November 2021(up to 22,075).

Francesco Saverio Vinci	Group General Manager Mediobanca	28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	10,995	27 September 2016	N/A	5.960	The shares will be made available in November 2021(up to 10,995).
Mediobanca strategic management		28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	35,614	27 September 2016	N/A	5.960	The shares will be made available in November 2021(up to 35,614).
Mediobanca Group key staff		28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	48,143	27 September 2016	N/A	5.960	The shares will be made available in November 2021(up to 48,143).

Mediobanca Group key staff		28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	2,507	27 January 2017	N/A	8.689	The shares will be made available in February 2022 (up to 2,507).
Alberto Nagel	Chief Executive Officer Mediobanca	28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	54,859	27 September 2017	N/A	9.061	The shares will be made available in tranches in November 2021 (up to 36,573), and November 2022 (up to 18,286).
Francesco Saverio Vinci	Group General Manager Mediobanca	28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	42,059	27 September 2017	N/A	9.061	The shares will be made available in tranches in November 2021 (up to 28,039), and November 2022 (up to 14,020).

Mediobanca strategic management	28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	88,287	27 September 2017	N/A	9.061	The shares will be made available in tranches in November 2021 (up to 59,740), and November 2022 (up to 28,547).
Mediobanca Group key staff	28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	228,929	27 September 2017	N/A	9.061	The shares will be made available in tranches in November 2021 (up to 194,356), and November 2022 (up to 34,573).
Mediobanca Group key staff	28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	4,991	12 October 2017	N/A	9.111	The shares will be made available in November 2021 (up to 4,991).

Mediobanca Group key staff		28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	19,966	15 December 2017	N/A	9.377	The shares will be made available in tranches in November 2021 (up to 13,310), and November 2022 (up to 6,656).
Mediobanca Group key staff		28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	7,706	27 February 2018	N/A	9.946	The shares will be made available in tranches in February 2022 (up to 5,138), and February 2023 (up to 2,568).
Alberto Nagel	Chief Executive Officer Mediobanca	28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	90,589	27 September 2018	N/A	9.122	The shares will be made available in tranches in November 2021 (up to 36,235), November 2022 (up to 36,235), and November 2023 (up to 18,119).

Francesco Saverio Vinci	Group General Manager Mediobanca	28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	75,491	27 September 2018	N/A	9.122	The shares will be made available in tranches in November 2021 (up to 30,196), November 2022 (up to 30,196), and November 2023 (up to 15,099).
Mediobanca strategic management		28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	147,917	27 September 2018	N/A	9.122	The shares will be made available in tranches in November 2021 (up to 61,500), November 2022 (up to 58,700), and November 2023 (up to 27,717).
Mediobanca Group key staff		28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	601,208	27 September 2018	N/A	9.122	The shares will be made available in tranches in November 2021 (up to 342,046), November 2022 (up to 217,807), and November 2023 (up to 41,355).

Mediobanca Group key staff	28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	6,525	22 February 2019	N/A	8.258	The shares will be made available in tranches in February 2022 (up to 2,610), February 2023 (up to 2,610), and February 2024 (up to 1,305).
Mediobanca Group key staff	28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	48,095	15 May 2019	N/A	8.931	The shares will be made available in tranches in February 2022 (up to 19,238), February 2023 (up to 19,238), and February 2024 (up to 9,619).
Mediobanca Group key staff	28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	20,254	2 September 2019	N/A	9.019	The shares will be made available in tranches in February 2022 (up to 13,165), and February 2023 (up to 7,089).

Alberto Nagel	Chief Executive Officer Mediobanca	28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	142,358	27 September 2019	N/A	10.069	The shares will be made available in tranches in November 2021 (up to 56,943), November 2022 (up to 34,166), November 2023 (up to 34,166), and November 2024 (up to 17,083).
Francesco Saverio Vinci	Group General Manager Mediobanca	28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	102,067	27 September 2019	N/A	10.069	The shares will be made available in tranches in November 2021 (up to 40,827), November 2022 (up to 24,496), November 2023 (up to 24,496), and November 2024 (up to 12,248).
Mediobanca strategic management		28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	282,782	27 September 2019	N/A	10.069	The shares will be made available in tranches in November 2021 (up to 117,240), November 2022 (up to 68,279), November 2023 (up to 65,804), and November 2024 (up to 31,459).

Mediobanca Group key staff		28 October 2015	Bonus award of Mediobanca shares with two year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	1,036,576	27 September 2019	N/A	10.069	The shares will be made available in tranches in November 2021 (up to 537,683), November 2022 (up to 300,175), November 2023 (up to 177,477), and November 2024 (up to 21,241).
Alberto Nagel	Chief Executive Officer Mediobanca	28 October 2015	Bonus award of Mediobanca shares with one-year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period (LTI scheme)	150,597	19 December 2019	N/A	10.033	The shares will be made available in tranches in November 2024 (up to 56,829), November 2026 (up to 31,256), November 2027 (up to 31,256), and November 2028 (up to 31,256).
Francesco Saverio Vinci	Group General Manager Mediobanca	28 October 2015	Bonus award of Mediobanca shares with one-year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period (LTI scheme)	125,496	19 December 2019	N/A	10.033	The shares will be made available in tranches in November 2024 (up to 47,358), November 2026 (up to 26,046), November 2027 (up to 26,046), and November 2028 (up to 26,046).

Mediobanca strategic management		28 October 2015	Bonus award of Mediobanca shares with one-year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period (LTI scheme)	62,748	19 December 2019	N/A	10.033	The shares will be made available in tranches in November 2024 (up to 23,679), November 2026 (up to 13,023), November 2027 (up to 13,023), and November 2028 (up to 13,023).
Alberto Nagel	Mediobanca CEO	28 October 2015	Bonus award of Mediobanca shares with one-year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	74,071	25 September 2020	N.D.	6.687	The shares will be made available in tranches in November 2021 (up to 27,952), November 2023 (up to 15,373), November 2024 (up to 15,373), November 2025 (up to 15,373).
Francesco Saverio Vinci	Mediobanca General Manager	28 October 2015	Bonus award of Mediobanca shares with one-year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	90,284	25 September 2020	N.D.	6.687	The shares will be made available in tranches in November 2021 (up to 34,070), November 2023 (up to 18,738), November 2024 (up to 18,738), November 2025 (up to 18,738).

Mediobanca strategic management	28 October 2015	Bonus award of Mediobanca shares with one-year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	304,382	25 September 2020	N.D.	6.687	The shares will be made available in tranches in November 2021 (up to 120,187), November 2022 (up to 4,784), November 2023 (up to 62,993), November 2024 (up to 58,209), November 2025 (up to 58,209).
Mediobanca Group key staff	28 October 2015	Bonus award of Mediobanca shares with one-year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	877,095	25 September 2020	N.D.	6.687	The shares will be made available in tranches in November 2021 (up to 469,931), November 2022 (up to 161,625), November 2023 (up to 189,258), November 2024 (up to 28,648), November 2025 (up to 27,633).

1) The category "strategic management" includes a strategic manager who leaved 18 April 2021. As at 30 June 2021, strategic managers are 7.

2) Performance share schemes approved under a resolution adopted by shareholders in general meetings held on 28 October 2015 (updated on 28 October 2019) and on 28 October 2020 are published on the bank's website at www.mediobanca.com, section Governance/Remuneration/Performance shares scheme.

3) Maximum number of shares that can be awarded if the performance objectives set in the Remunerations policy in force at the time are met and/or subsequent to the holding period elapsing, in accordance with the Remuneration policies in force at the time. The maximum number of shares that can be awarded was calculated on the basis of the average official stock price for the period from 30 days prior to the date on which the Remunerations Committee and Board of Directors meetings were held to approve the incentivization system or the award date (in cases involving awards made in connection with recruitments or with employment termination arrangements). For the award made on 19 December 2019 as part of the Long-Term Incentive linked to the 2019-23 Strategic Plan, the actual number of shares will be established as and when the Plan has been completed.

		BOX 1
					Financial instruments other than stock options
Name and surname or category	Position (to be indicated only for		Newly-awarded instruments following decision by governing body implementing resolution adopted by shareholders in general meeting		Section 2
(1)	named awards)	Date approved by shareholders in AGM (2)	Type of financial instrument	No. of financial instruments (3)	Date awarded		Strike price, if any Market price as at the award date	Vesting period
Mediobanca Group key staff		28 October 2020	Bonus award of Mediobanca shares with one-year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	20,194	13 November 2020	N.D.	7.157	The shares will be made available in tranches in November 2022 (up to 12,116), November 2023 (up to 4,039), November 2024 (up to 4,039).
Mediobanca Group key staff		28 October 2020	Bonus award of Mediobanca shares with one-year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	91,143	27 January 2021	N.D.	7.360	The shares will be made available in tranches in February 2022 (up to 41,302), February 2023 (up to 6,205), February 2024 (up to 18,682), February 2025 (up to 12,477), February 2025 (up to 12,477).

	Alberto Nagel Mediobanca CEO	28 October 2020	Bonus award of Mediobanca shares with one-year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	97,129	27 September 2021	N.D.	10.159	The shares will be made available in tranches in November 2022 (up to 36,652), November 2024 (up to 20,159), November 2025 (up to 20,159), November 2026 (up to 20,159).
Francesco Saverio Vinci	Mediobanca General Manager	28 October 2020	Bonus award of Mediobanca shares with one-year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	80,941	27 September 2021	N.D.	10.159	The shares will be made available in tranches in November 2022 (up to 30,544), November 2024 (up to 16,799), November 2025 (up to 16,799), November 2026 (up to 16,799).
Mediobanca strategic management		28 October 2020	Bonus award of Mediobanca shares with one-year holding period and/or conditional upon performance objectives over a three-year/five-year time horizon being met with subsequent annual holding period	252,298	27 September 2021	N.D.	10.159	The shares will be made available in tranches in November 2022 (up to 99,592), November 2023 (up to 3,298), November 2024 (up to 51,954), November 2025 (up to 48,798), November 2026 (up to 48,656).

1) The category "strategic management" includes a strategic manager who leaved 18 April 2021. As at 30 June 2021, strategic managers are 7.

2) Performance share schemes approved under a resolution adopted by shareholders in general meetings held on 28 October 2015 (updated on 28 October 2019) and on 28 October 2020 are published on the bank's website at www.mediobanca.com, section Governance/Remuneration/Performance shares scheme.

3) Maximum number of shares that can be awarded if the performance objectives set in the Remunerations policy in force at the time are met and/or subsequent to the holding period elapsing, in accordance with the Remuneration policies in force at the time. The maximum number of shares that can be awarded was calculated on the basis of the average official stock price for the period from 30 days prior to the date on which the Remunerations Committee and Board of Directors meetings were held to approve the incentivization system or the award date (in cases involving awards made in connection with recruitments or with employment termination arrangements).