group profile as at 30 june 2015

MB Group

30 June 2015

2

Mediobanca Banking Group

Mediobanca is the leading Italian player in Corporate & Investment Banking, Consumer Finance and Online Banking

For over 60 years we have helped our clients grow, offering

high-quality advisory services and providing finance in all its

various forms, from more traditional bank credit to the most

sophisticated solutions available on capital markets

Today Mediobanca is:

the leading Italian investment bank, with operations in

lending, advisory and capital market services and branches

in Frankfurt, Istanbul, London, Madrid, Mexico City,

Moscow, New York, and Paris

a top player in consumer credit in Italy

a prominent multi-channel retail bank with CheBanca!, set

to become the leading digital Italian bank

Revenues: €2.0bn

Net profit: €590m

ROE adj.2: 7%

C/I ratio: 41%

Total assets: €53bn

Loan book: €33bn

AUM3: €35bn

No. of staff: 3,790

CETI B3 phased-in: 12.0%

CETI B3 fully phased: 13.2%

S&P rating: BBB-

Fitch rating: BBB+

DPS: €0.25

Stated payout: 36%

Loan/funding ratio: 77%

Market cap.4: €8.5bn

Key financial information1

1) Figures as at June-end 2015 (annual period)

2) Profit/losses from AFS disposals, impairments and positive one-off items excluded

3) Including Cairn Capital AUM

4) As at 10 August 2015

1.628 1.819

2.045

June13 June14 June15

Revenues (€m)

(176)

465

590


Net profit (€m)

6% 6%

7%


ROE adjusted2

3

History and mission

Supporting corporate and private customers with a unique culture since the 1950s

Founded in 1946 by three state-owned banks (Comit, Credit and Banco di Roma), Mediobanca’s mission was initially to support

the rebuilding of Italian industry.

In performing such a pivotal role, Mediobanca became close to the most important Italian industrial families, supporting the

growth of their businesses also through equity investments. Mediobanca worked with Italian corporates in their restructuring,

privatization and internationalization processes, easing their access to capital markets.

Mediobanca also pioneered also retail/mid-corporate banking activities, entering the consumer credit sector with Compass

(1960), leasing with Selma (1970), residential mortgages with Micos (1992) and private banking with Banca Esperia (2001) and

CMB (2003).

Listed since 1956, Mediobanca was privatized in 1988. The banking shareholders reduced their stake to 25%, entering into a

shareholder agreement with some industrial corporates holding another 25%. The agreement is still alive today, but with a

reduced weight (roughly 30%) compared to the past and an higher presence of institutional investors (~35% of the capital).

Since 2003, the current management team has focused the corporate strategy on banking activities, concentrating on:

Global CIB operations: offices have been opened in Paris (2004), New York (2006), Madrid (2007), Frankfurt (2007), London

(2008), Istanbul (2013) and Mexico City(2015)

Growing retail and consumer credit operations: in 2008 Compass doubled its size with the acquisition of Linea, thus

catching up with the top three consumer lending Italian players; in same year the multi-channel digital bank CheBanca was

set up, which quickly rose in importance as a deposit and asset gatherer in the domestic market

Entering alternative AM business with the acquisition of the London based credit specialist Cairn Capital in 2015

In the meantime Mediobanca has actively managed its equity portfolio, selling off cross-shareholdings, exiting shareholder

agreements and disposing of non-strategic stakes.

4

Mediobanca shareholders’ structure

Mediobanca shareholders’ agreement1 Institutional investors by region

Mediobanca Shareholders

1) Expiring in December 2015.

United States 30%

United Kindom

27% France

8%

Netherlands 5%

Italy 7%

Rest of Europe

7%

Rest of the world 16%

Unicredit 8.6%

Financière du Perguet (Bollorè)

7.9%

Mediolanum 3.4%

Edizione (Benetton)

2.2%

Pirelli & C. 1.8%

FINPRIV 1.7%

Italmobiliare 1.6%

Fininvest 1.0%

Other <1% 3.8%

Core Shareholders

31%

Institutional Investors

39%

Retail Investors 30%

5

Business model

Mediobanca Group

Principal

Investing (PI)

Retail and Consumer

Banking (RCB)

Corporate & Investment

Banking (CIB)

Wholesale Banking

Lending

Advisory

Capital markets

Ass.Generali (13.2%)

Retail banking

Consumer credit

Private banking/

Asset management

Corporate Centre

Leasing

Revenues1: 776m (37%)

Headcount: 900 (24%)

C/I ratio: 50%

ROAC adj.2: 8%

NII: 251 (22%)

Loan book: 14.6bn (44%)

RWA: 33.4bn

AUM³: 31.8 bn

Revenues1: 1,008m (48%)

Headcount: 2,481 (65%)

C/I ratio: 44%

ROAC adj.2: 11%

NII: 833 (73%)


RWA: 12.2bn

AUM: 2.9 bn

Revenues1: 254m (12%)

Headcount: n.m.

C/I ratio: n.m.

ROAC adj.2: 22%

Equity BV: 4.4bn

RWA: 11.7bn

Revenues1: 64m (3%)

Headcount: 409 (11%)

C/I ratio: n.m.

ROAC adj.2: 2%

NII: 55 (5%)


RWA: 2.4bn

Figures as at June-end 2015 (annual period)

1) Revenues by division; % of total aggregated revenues (gross of intercompany items)

2) Profit/losses from AFS disposals, impairments and positive one-off items excluded

3) Including Cairn Capital AUM

AFS stake ptf

Banking businesses Equity holding

6

Divisional rationale

Mediobanca Group

Principal

Investing (PI)

Retail and Consumer

Banking (RCB)


Banking (CIB)

Wholesale banking

Retail banking

Consumer credit

Private banking

MAAM (setting up)

Specialized business

Resilient source of revenues,

with low K absorption

Business synergic with CIB

Business run since 1960s

Specialized business with

high entry barriers

Revenue stabilizer, group NII

flywheel, high profitability

High credit risk

fragmentation

Mission/investments

inherited from the past

AG stake: revenues/EPS

stabilizer – profitable

investment

AFS stake portfolio: no

longer core business

Low capital intensive

business, competence driven

Fee-based recurrent business

(non-proprietary)

“Solutions” business (large

scale not always needed)

Setting up through

acquisitions of small-size

asset management

businesses

focused on alternative

asset classes

serving institutional

investors

with strong management

teams and track records

scalable operational

infrastructure

Banking businesses Equity investment

Historical Mediobanca DNA

Niche/specialized business

High profitable but cyclical

business

Diversified and balanced

revenue pool

Open, effective, innovative,

multi-channel distribution

platform set to become

leading digital bank

Diversification of Group

funding sources

Resilient source of revenues

Asset management

7

AG 6%

Treasury & AFS 28%

Loans 62%

Equity 17%

Funding 80%

Asset Liabilities

Liquidity 8%

IT Govies

34%

Other Govies

9%

Corporate Bonds 36%

Equity 13%

Bonds to institutional

20% Bonds to retail 26%

Retail deposits

23%

PB deposits 6%

Other 4%

ECB 13%

Banks 9%

Loans by customer: 50% corporate, 50% retail

Loans by geography: 77% Italy, 23% non domestic

Funding: 55% from retail investors (26% bonds to retail, 23% CB! deposits and 6% PB deposits)

Mediobanca A&L structure

Balance sheet as at June 2015

Private Banking

3%

Consumer lending

33%

Large corporate

42%

Mortgages 14%

Leasing 9%

Total: €53.2bn

€42.7bn

€14.8bn

€32.9bn

B3 CET1phased-in: 12.0%

B3 CET1fully phased: 13.2%

B3 Leverage ratio phased-in: 11.0%

B3 Leverage ratio fully phased: 12.0%

NSFR well above 100%

NPLs/loans: 3.5%

NPLs coverage: 53%

Bad loans/loans: 0.8%

Bad loans coverage: 66%

Loans/

Funding:

77%

8

665

LLP 533

Costs 847

Total income Costs an LLP PBT adj.

Wholesale banking

31%

Private banking

6%

Consumer finance

40%

Retail banking

8%

Principal Investing

12% Leasing 3%

Mediobanca P&L structure

Profit and Loss as at June 2015

Cost/

income

41%

Figures by division: % of total aggregated revenues (gross of intercompany)

Profit/losses from AFS disposals, impairments and positive one-off items excluded

2,045

€2.0bn

NII 56%

Fees 23%

Trading 10%

Equity acc.co.

11%

CIB 47%

RCB 17%

PI 36%

€2.0bn

€665m

Revenues by client: 54% retail/private, 46% corporate/PI

Banking revenue by geography: 80% Italy, 20% Europe

PI revenues largely represented by 13% stake in Ass. Generali, which is equity accounted

Comp ratio: 20%

Other expenses ratio: 21%

Cost of risk: 168bps

9

Italy 55%

Germany 5%

France 5%

UK 24%

Spain 6%

Other 5%

Lending 33%

CapMkts 48%

M&A 19%

Trading 20%

NII 40%

Fees 39%

Wholesale banking

Revenue by product (2013-15 avg.) Leading investment bank in Italy ...

Revenue by country (2013-15 avg.)

€578m

45%

non-

Italian

Non-domestic countries largely covered by local IB and

bulge-bracket firms

Core Europe: mature but very large corporate market in

which MB has a sub-optimal market share

Even “small bites of the big cake” have material impact on

the relatively small-size MB balance sheet

... with an improving European footprint

Unique positioning in Italy:

leader in M&A and ECM (1st in 2001-15 cumulative

ranking by value and number of deals1);

sizeable market share also in lending and DCM

Recognized and trusted brand with strong history, culture

and corporate identity

Wide expertise and track record in Italian corporate world

with client relations-driven approach

€578m

Source: Thomson Financial, Dealogic, deals completed, “any Italian involvement”

Mission: to be recognized as high-quality specialized operator

10

GS JPM

BOFA

CS UBS

BNP

SG DB

4000 9000 14000 19000 24000 29000

MEDIOBANCA

LAZARD

INVESTEC

ROTHSCHILD GREENHILL

EVERCORE

150 650 1150 1650

MEDIOBANCA

LAZARD

INVESTEC

ROTHSCHILD GREENHILL

EVERCORE

150 650 1150 1650

MCQUARIE

80% customer-driven business, efficient structure

Cost/income ratio: <50%

Healthy balance sheet

Good asset quality

100%

80%

60%

40%

20%

0%

JEFFERIES

Trading % on

IB revenue

Revenue

size

GS JPM

BOFA

CS UBS

BNP SG

DB

4000 9000 14000 19000 24000 29000

100%

80%

60%

40%

20%

MCQUARIE

JEFFERIES

Cost/income

ratio Revenue

size

Focus on solutions vs flow

business

80% revenues customer-

driven (NII+fees)

Customer-driven/tailor-made business

Efficient structure

11

Wholesale banking: international operations

International presence since 2004 with branches in Paris,

New York, Frankfurt, Madrid, London, Istanbul and

Mexico City.

London as a hub for global investment banking coverage

activity

International operations Mediobanca CIB geographical footprint

Spain and

Portugal Italy, Greece, Turkey

UK, Ireland & Nordics

France, Belux &

MENA

Central Eastern

Europe

Focus on a synergic approach between industries,

products and countries

Visible positioning in EMEA investment banking market

Non-domestic revenues at 46% of total WB revenues

Lean structure (183 bankers, 28% of WB) with low

cost/income ratio


Total income (€m) 222 258 298

% WB 35% 56% 46%

PBT (€m) 112 166

% WB 40% Nm

Loans (€bn) 5.7 5.4 7.0

% WB 37% 43% 51%

Headcount (n.) 125 141 183

Cost/income ratio 39% 35%

12

Private banking

Private banking: KPIs (€m)

CMB - Leading financial institution in Principality of Monaco

Founded in 2001, highly synergic with CIB operations

Top-ranked in Italy as specialist player for UHNWIs

AUM €17.6bn, breaking down as follows:

72% private investors, 28% institutional

investors

50% managed, 50% administered

Distribution network: 80 bankers, 12 branches in Italy

Banca Esperia - 50% partnership with Mediolanum

CMB: stake since 1989, fully owned since 2004

Leading financial institution in Principality of Monaco,

with around 10% market share

AUM €7.8bn, breaking down as follows:

mainly private investors

35% managed assets, 65% administered

Distribution network: 43 bankers

* Excluding one-off items

Private banking: AUM trend (€bn)

6.7 7.3 7.8

7.1 7.7

8.8

FY13 FY14 FY15

13.8 15.0

+7%

+14%

+9%

+8%

+9% +11%

CMB

Banca

Esperia

(50%)

€m FY13 FY14 FY15

Revenues 138 140 132

--of which fees 70 78 84

Cost/income ratio 63% 60% 69%

Net profit 41 51 36

16.6

13

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

Without bank relations

Low mass (0-25k)

Mass (25-50k)

Low affluent (50-100k)

Top affluent (100-250k)

Low private (250-500k)

HNWI* (500-1500k)

V+U HNWI** (> 1500k)

MB Retail & Consumer: distinctive and value-driven positioning

Unbanked/Under-banked Target

Private banking

Asset management

Payment accounts

Pre-paid cards

Personal loans

* High Net Worth Individual

** Very + Ultra High Net Worth Individual

Current accounts

Time deposits/gov’t bonds

Point-of-sale loans

Current accounts

Asset management

Equity

Total return AM

Property management

Best-in-class consultancy

Divisional retail banks

Customer distribution vs asset s (%, €, aged 18+)

2.4m

current

customers

0.5m current customers

Source: Compass elaboration on ABI data

Family banking (4.7m) Private banking (0.8m)

Products

Mass banking (17.2m) No/early banking (28.3m)

14

-11.7%

-5.3%

2.5%

12.4%

-5.9%

8.2% 10.3%

8.8%

10.0% 11.4%

12.3% 11.6%

-5,0%

-3,0%

-1,0%

1,0%

3,0%

5,0%

7,0%

9,0%

11,0%

13,0%

15,0%

-20,0%

-10,0%

0,0%

10,0%

20,0%

30,0%

40,0%

2012 2013 2014 IH15

Market growth (YoY) Compass growth (YoY)

Salary guar. 6%

Cars 10%

Special pourpose

13%

Credit cards 19%

Personal loans 52%

By product

Consumer lending – Compass

New loans YoY trend, Compass market share (6m June15)

Compass new loans (12m June15)

With 2.4 million customers, a loan stock of more than

€10bn and new loans totalling €6bn, Compass is a

leading Italian consumer lending player (12% market

share)

With the acquisition of Linea in 2007, Compass

achieved its current distribution platform based on 164

Compass branches and a variety of distribution

agreements with banks (around 7,000 bank branches,

almost the largest network in Italy), post offices, car

retailers and other retailers.

Source: Assofin

€6.2bn

Compass: the Italian market leader

Compass Branches

33%

Post & Bank branches

36%

Partnerships 9%

Car retailers

10% Other

retailers 11%

By channel

€6.2bn

Top 5 Italian players

(6M15 Assofin) Mkt share

New loans

(€bn) Y.o.Y

Unicredit 12.8% 3.3 +31%

Compass 11.6% 3.0 +9%

Findomestic 11.1% 2.9 +11%

Agos Ducato 10.7% 2.8 +8%

Intesa 8.3% 2.2 +32%

Total market 100% 26.0 +12.4%

15

Retail banking – CheBanca!

CheBanca! positioning (distribution mix/product focus)

1. Best Italian online bank according to Istituto Tedesco Qualità e Finanza for Corriere Economia, May 2015 –

Customer Satisfaction

CheBanca!: the Mediobanca multi-channel retail bank

Launched in 2008 with a focus on deposit

gathering to diversify group funding.

CheBanca! today offers a full range of

banking, saving and investment products.

Best Italian online bank in 2013, 2014 and

20151

Awarded at the Superbrands Awards 2015

as one of the most valuable brands in Italy

Multi-channel distribution platform: web,

call centre and branches

Customer-centred service with distinctive

offering: transparent, high standardized,

price-efficient products

Affluent customer base (520k)

Product focus

Pure on-line

Distribution mix

multi-channel

Investment

(AUM>50% total asset)

Banking

(Deposits>60% total asset) ING Direct Ita

IW Bank

Fineco

Banca Generali

Mediolanum

Banca Fideuram

Term deposits

5.5

Sight deposits

4.1

Indirect deposits

2.9

Customer deposits breakdown (June 2015)

Securities 0.5

MB bonds 0.4

AM funds 0.9

Insurance products

1.0

€12.5bn

Trading

(AUC>45% total asset)

BinckBank

Boursorama

Comdirect

Deutsche

Kreditbank

16

Setting up MAAM with Cairn Capital acquisition

First step in MAAM set up, starting

from credit asset class: good fit with

MB DNA , high synergies with CIB

business (sharing product capabilities,

customer base, distribution)

Set up in 2004, Cairn is an asset

specialist with $5.6bn AUM and $9.1bn

AUA: strong skills and experience

across wide credit products spectrum

Strong reputation and management

team with robust institutional

relationships and previous CIB

experience

Based in London, 60 employees;

presence in Greenwich (US). Scalable

operational infrastructure

Deal announced in August 2015, to be

completed by year end

Cairn KPIs

Growth acceleration potential from MB institutional roof, brand and

balance sheet capabilities. Senior management to maintain key roles

Material revenue synergy opportunity from the combination of Cairn

Capital with MB:

Seed capital and distribution

Sourcing and origination of new loans

Leveraging on MB CIB business, e.g. restructuring, real estate

advisory, debt and solution business

$2.1bn AUM

$9.1bn

Assets under

Advisory

$3.5bn AUM

Real estate

debt advisory

and

restructuring

Real estate

new financing

Discretionary

Asset

Management

L/T Portfolio

Advisory

Legacy

Asset

Management

Real Estate

Advisory Services

Cairn Capital Platform

17

Mediobanca gaining more visibility in AUM world

MB AUM trend by business (€bn, June 2015)

7.8

8.8

2.2 2.9

13.0

CMB Banca Esperia (50%) Spafid CheBanca! Cairn Total MB Group AUM

€35bn

MB gathering roughly €35bn AUM, with different brands, customers, distribution and products:

~ €19bn related to private banking customers of Compagnie Monégasque de Banque, Spafid and Banca Esperia

~ €3bn related to mass/affluent customers of CheBanca!

~ €13bn related to institutional mandates of Cairn Capital (asset management and advisory)

18

Principal investing portfolio

Equity exposure: market value and book value (€bn, June15)

Assicurazioni Generali (13.2% )

AG unrealized

gain 0.2

AFS stakes 1.1

Ass.Generali 3.3

Total market value: €4.6bn

Total BV: €4.4bn

Disposals since FY13 totalling €1.1bn with €0.3bn cap gains (business plan targets: €1.5bn in 3Y)

Further reduction by €1.0bn planned in FY16: €200m disposals in AFS stakes and ~750m BV of Ass.Generali (stake

from 13% to 10%)

Profitable investment (RoBV: 7%, ROAC: 23%)

Revenues/EPS stabilizer for MB Group

K-accretive (€220m revenues in FY15)

Source of capital (disposal of 3pp scheduled in

FY16)

19

Full year financial results by division as at 30/6/15

(€ m) Corporate & Private

Banking

Principal

Investing

Retail &

Consumer

Banking

Corporate centre Group

Net interest income 251 - 833 55 1,143

Net treasury income 182 30 - - 207

Net fee and commission income 343 - 175 9 472

Equity-accounted companies - 224 - - 224

Total income 776 254 1,008 64 2,045

Labour costs (230) (9) (158) (32) (419)

Administrative expenses (155) (2) (291) (25) (428)

Operating costs (385) (11) (448) (57) (847)

Gains (losses) on equity AFS 3 123 - - 126

Loan loss provisions (75) - (443) (15) (533)

Provisions for other financial assets - (21) - - (20)

Other income (losses) (3) - - (14) (14)

Profit before tax 316 345 116 (22) 757

Income tax for the period (123) (10) (36) 1 (164)

Minority interest - - - (3) (3)

Net profit 193 335 80 (24) 590

Treasury, AFS and HTM 16,828 1,085 9,213 139 14,777

Equity investments - 3,318 - - 3,411

Loans and advances to customers 25,121 - 15,512 2,761 32,890

of which to Group companies 10,015 - n.m. n.m. n.m.

Funding (39,034) - (23,731) (2,794) (42,711)

RWAs 33,376 11,672 12,160 2,370 59,577

No. of staff 1,034 * - 2,481 409 3,790

* Includes 134 staff employed by Banca Esperia pro-forma, not included in the Group total.

20

Business plan 2014/16: goals and actions

Reducing equity exposure and optimizing use of capital

Investing in banking businesses, chiefly in fee-generating and capital-light ones

Improving assets profitability, maintaining risk and quality control

Mediobanca aims to be:

a simpler, more valuable banking group

focused on three growing, highly specialized banking businesses

delivering a sustainable profitability over the cycle

by:

1

2

3

21

2016 main targets by division

Mediobanca Group

Principal

Investing (PI)

Retail and Consumer

Banking (RCB)


Banking (CIB)

Retail banking

Consumer credit

MAAM1

Revenues €1bn, CAGR +10%

o/w 45% non-domestic

ROAC = 12-13%

Loans up to €11bn, CAGR +4%

ROAC = 13-14%

Reduce equity exposure by

€2bn o/w 3pp AG stake

Redeploy capital into banking

business

Revenues up to 15%

of Group banking

revenue in 5Y

Banking businesses Equity holding

Revenues €1bn, CAGR +7%

Chebanca! at break-even

ROAC = 10-11%

1) MAAM contribution not included in BP targets

Total deposits up to €14bn,

CAGR +5%

Direct deposits: from €12bn

to €10bn

AUM: from €1bn to €4bn

Asset Management

Private banking

Wholesale Banking

Enlarge customer base

Enhance international reach

Complete product mix

Reduce K needs

CMB: enhance distribution

and product range

Esperia: improve profitability,

cost management

Reduce equity exposure by €2bn

Resume banking revenues growth: €2.1bn, CAGR +10%

ROE up to 10-11%

CET1: 11-12%

Payout 40%

Mediobanca Group

22

Revenues, capital absorption and ROAC* trend by business

CIB

CheBanca!

Compass

PB/WM

-15%

-10%

-5%

0%

5%

10%

15%

20%

25%

30%

CIB * less K-intensive

* more international

* improving ROAC

Compass * manage leadership

* preserve ROAC

CheBanca! * establish leadership

* boost revenues

* reach breakeven

WM/PB * more K allocated

* higher contribution

* K absorbed = 8% RWAs

K absorption

ROAC

Last 3Y avg revenues Medium term revenue projection

MB Group

higher profitability

from smaller balance sheet

Growing and profitable banking businesses

23

Prices and performance at year end

Market performance (30/06/2012 - 10/08/2015)

Price (as at 10 August 2015): €9.75

52-week high: €9.9

52-week low : €6.0

No. of shares outstanding: 867m

Market Cap (as at 10 August 2015): €8,457m

Key market data

2

3

4

5

6

7

8

9

10

11

giu

-12

lug-1

2

ago-1

2

set-

12

ott

-12

nov-1

2

dic

-12

gen-1

3

feb-1

3

mar-

13

apr-

13

mag-1

3

giu

-13

lug-1

3

ago-1

3

set-

13

ott

-13

nov-1

3

dic

-13

gen-1

4

feb-1

4

mar-

14

apr-

14

mag-1

4

giu

-14

lug-1

4

ago-1

4

set-

14

ott

-14

nov-1

4

dic

-14

gen-1

5

feb-1

5

mar-

15

apr-

15

mag-1

5

giu

-15

lug-1

5

MB 180.7% EU Banks 75.2% ITA Banks 145.6%

30/06/12 30/06/13 30/06/14 30/06/15

Price (€) 3.5 4.0 7.3 8.8

Performance (%, to 30/06/15)

153.2% 119.9% 20.8% -

Market Cap (€m) 2,992 3,445 6,271 7,627

EPS (€) 0.09 neg. 0.54 0.68

DPS (€) 0.05 - 0.15 0.25

BVPS (€) 7.5 8.1 8.6 9.4

P/TBV 0.5x 0.5x 0.9x 1.0x

P/E 37.0x neg. 13.5x 12.9x

group profile as at 30 june 2015

Investor Relations