MEDIOBANCA GROUP PROFILE - 30 June 2020

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MEDIOBANCA
GROUP PROFILE

    30 June 2020
AGENDA

1.   MB Group profile

     a)   Group KPIs

     b)   Wealth Management

     c)   Consumer Banking

     d)   Corporate & Investment Banking

     e)   Principal Investing

Annex

1.   2020 Group figures by divisions
MEDIOBANCA: A DIVERSIFIED FINANCIAL GROUP…
MB Group profile                                                                                                                                Section 1

                                                                                   Key financial information¹
             Wealth                                      Consumer                     Revenues:        €2.5bn         TFA:                          €64bn
           Management                                     Banking
                                                                                      Net profit:      €600m          Loan book:                    €47bn

                                                                                      ROTE adj:        10%            Gross NPLs/Gross Ls           4.1%

                                                                                      C/I ratio:       47%            DPS:                          €02

           Corporate &                                                                No. of staff:    4.9k           Stated payout:                0%
                                                          Principal
           Investment                                     Investing                   CET1 phase in:   16.1%          Loan/funding ratio:           85%
             Banking
                                                                                      Total assets:    €79bn          Market cap:3                  €5.9bn

      Revenues                                  GOP                         RWAs                         Loans                            TFAs

                                                                             WM
                                             WM                                                                 WM
           WM                                                                10%
                                             12%                                                                28%
           23%
                                                                                                                                   Affluent
                                                       Consumer       CIB      Consumer                                                              UHNWI
                                                                                                                                    44%
     CIB          Consumer               CIB             47%          42%        25%                                                                  41%
                                                                                                       CIB      Consumer
     23%            43%                  29%
                                                                                                       40%        28%
                                                                              Other                                                           AM
       Other                                   Other                                                          Other                           15%
                                                                              23%
       11%                                     12%                                                             4%

           1) Figures as at end-June 2020 (financial year)
 3         2) In accordance with ECB guidance on Covid crisis
           3) As at 5 August 2020
...WITH AN INTEGRATED BUSINESS MODEL
MB Group profile                                                                                      Section 1

                                          HIGH SYNERGIC BUSINESS

           Capital light                                         Corporate &       Labour intensive
                                  Wealth
            Fee driver                                                                Fee driver
            Recurrent           Management                       Inv.Banking           Cyclical

           REALLOCATION OPPORTUNITY                                     DIVERSIFICATION OPPORTUNITY

     EPS/DPS accretive                                                               Capital intensive
                                  Principal                      Consumer
      Revenue driver                                                                    NII driver
     Source of capital            Investing                       Banking             Anti-cyclical

                                              HIGH RETURN BUSINESS

 4
A STORY OF BUSINESS GROWTH AND DEVELOPMENT
MB Group profile                                                                                                           Section 1

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.
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 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 syndicate agreement was reduced over time to
roughly 30% and expired on Dec.2018. A light consultation agreement gathers today roughly 12% of the capital.
Since 2003, the current management team has focused the corporate strategy on the three core divisions, prioritizing the
development of Wealth Management, while sustaining the long standing growth of the other two business:
     Wealth Management: was born as a division in 2016, gathering all AM driven businesses:
         Affluent & Premier: the multi-channel digital bank CheBanca! (set up in 2008 as a deposit arm) became a wealth
         manager in late 2017 when it acquired selected retail activities of Barclays in Italy and launched a fast growing network of
         financial advisors and relationship managers
         Private Banking & HNWI: Banca Esperia full control was achieved in 2017 while a stronger integration of CMB was started
         Asset Management: Cairn Capital, a London based credit specialist, was acquired in 2015, followed in 2018 by RAM
         Active Investments, Geneva based leading European systematic asset manager. MBSGR was relaunched in 2017 as a
         group AM factory
     Consumer credit: in 2008 Compass doubled its size with the acquisition of Linea, thus catching up with the top three consumer
     lending Italian players;
     European CIB operations: offices have been opened in Paris (2004), New York (2006), Madrid (2007), Frankfurt (2007) and
     London (2008). In 2019 Mediobanca strengthened its presence in France through the partnership with Messier Maris & Associés
In the meantime Mediobanca has actively managed its equity portfolio, selling off cross-shareholdings, exiting shareholder
agreements and disposing of non-strategic stakes. It has remained a key shareholder of Ass. Generali (13% stake).

5
SHAREHOLDERS’ BASE EVOLUTION
MB Group profile                                                                                                                                                      Annex

MB free float up (now 100%) due to                                          Mediobanca shareholders’ structure1
progressive shareholder pact reduction
                                                                                              Institutional                             12.6% Consultation
                                                                                          investors by region                              Agreement2

                                       100%        100%
                                                                                                             Institutional          Retail &
                                                                                                               Investors             Other
                                                                                                                                     21.6%             Mediolanum
                                                                                                                 50%
                                                                                                                                                          3.3%
                           71%                                                        U.S. 39%

               54%                                                                                                                                    S.-33 (Benetton)
                                                                                                                                                            2.1%
     45%                                                                                                                                     L. Del
                                                                                     U.K. 18%                                               Vecchio
                                                                                                                                                      Fininvest 2.0%
                                                                                                                        Bolloré Group        10.2%
                                                                                                                             5.6%
                                                                                     Italy 14%                                                         FINPRIV 1.6%

                                                                                    France 7%
                                                                                    Belgium 5%
                                                                                                                                                      Other
MEDIOBANCA DISTINCTIVENESS…
MB Group profile                                                                                                 Section 1

  Stable Board and               Responsible business           Specialization and               Strong positioning
management in the last                approach                     Innovation                    in business whose
         15Y                                                                                     growth is driven by
                                                               Private-Investment Bank
                                                                                                  long-term trends
      Indepth knowledge of          Strong brand value
       business environment                                       of choice for Italian        Leading investment bank in
                                 Reputable, trusted, high-           entrepreneurs
     Long-term approach to           quality player                                                 Southern Europe
            business                                          Innovative, long-standing        One of top 3 operators in
                                       Talent-driven          profitable consumer bank
 Strong risk management as             organization                                            Italian Consumer Banking
         part of DNA                                            Unique human-digital            Distinctive player in WM
                                                              bank for affluent customers

High capital generation,        Limited exposure to ITA           Governance                    Comprehensive ESG
   high asset quality             macro and adverse           progressively evolving               approach
        content                        regulation
                                  Low exposure to Italian           Free float at 100%,         CSR involving the whole
        CET1@14%                    spread and govies         institutional investors at 75%          organization
Last capital increase in 1998
                                      Low NII sensitivity        Board quality steadily        Remuneration policy fully
     Unrivalled asset quality    to interest rates and GDP      improved/improving in          aligned with stakeholders’
     Low operational gearing    Solid loan book/TFAs growth         number, mix of                     interests
                                    over the whole cycle            competences,
                                                                   independence

 7
…HAS REVERTED INTO AN ONGOING ACCRETIVE VALUE CYCLE
MB Group profile                                                                                                Section 1

                        STRONG POSITIONING                               RESPONSIBLE

                       SPECIALIZED FINANCE DNA
                    Effectiveness of MB business model,
                                                            >     REPUTABLE - HIGH QUALITY
                                                                       Strong brand value
                   focused on high-margin, specialized,               Standing and quality
                        long-term growing businesses                    Ethical approach

        STAKEHOLDER-FRIENDLY                                                                 SOLID

     High yield for our shareholders                                          CAPITAL GENERATION CAPABILITY
   Workplace welfare for our people                                                     Possibility to invest
 Corporate citizenship for our community                                             to enhance positioning

                              PROFITABLE                                   GROWING

                   ABOVE AVERAGE PERFORMANCE
                                                            >         UNBROKEN GROWTH
                    High profitability and capitalization       in human talent, assets and profit
                    All business units repaying capital         with no compromise on risk profile

 8
MEDIOBANCA GREW AND RESHAPED ACROSS CYCLES...
MB Group profile                                                                                                                                                Section 1

Stronger capital base                                      Different funding and loan book mix

CET1 ratio (%)                                             €bn
                                                                       53        Funding            51                             35        Loans         44
                                                     14%
                                                                                 Others                                                       SME           4%
                                 12%                                 19%                           12%                            14%
                                                                                 TLTRO              8%
                                                                                                                                            Consumer       30%
            10%                                                      12%                                                          23%
                                                                                  WM                                                       Residential
                                                                                                   44%                            11%
                                                                                Deposits                                                   mortgages       26%

                                                                     69%
                                                                                                                                  52%         Large
                                                                                  Bonds            36%                                                     40%
                                                                                                                                            Corporate

                                                                  FY June09                      FY June19                     FY June09                 FY June19
          June09               June13             June19

Enlarged and diversified revenues, with WM now at 22% (from almost zero), CIB at 25%, Consumer at 40%, PI
reduced to 13% (from 30%)
     Revenues by product - €bn                                   Fees by division - €bn                      Revenues by division - €bn
                                            2.5
                                                                                                                                            2.5
                                           13%
                                            8%                                                                                              13%
                       1.6
                                           24%                                             WM                            1.6                22%                 PI
                       26%                                                                 44%
                                                                            CIB                                          30%                                    WM
                       10%                                                  36%                                           2%                40%
                       23%                                                                                                                                      Consumer
                                           55%                                                                           24%
                                                                                   Consumer                                                                     CIB
                       41%                                                                                               44%                25%
                                                                                     20%
                  FY June07              FY June19                                                                    FY June07           FY June19
                 NII    Fees   Trading   Equity acc.
 9
… SHOWING SOUND RESILIENCE & STAKEHOLDERS REMUNERATION
MB Group profile                                                                                                                                                Section 1

                               High capital generation (last capital increase in 1998) and high profitability…

      CET1 ratio %                                                                      ROTE adj. %

                                                                         14.2% 14.1%                                                                                     10
                                                                 13.3%                                    9                                                     10
                                                                                                                 9                                      8
                                         12.0% 12.1%                                              8                                             7
                             11.7%                                                                                                      7
           11.1% 11.2% 11.5%       11.1%
10.3%                                                                                    5
                                                                                                                         4      4

J-09       J-10     J-11    J-12    J-13    J-14   J-15   J-16   J-17    J-18    J-19   J-09     J-10    J-11   J-12    J-13   J-14    J-15    J-16    J-17    J-18     J-19

              … has enabled MB to return more than €2bn to shareholders, while investing constantly in people

      €m                                                                                Group staff (‘000)
                                    Cumulative ~€2.2bn
                                                                                                                                                                      5.1
                                                                                                                                                      4.9     4.9
                                                                                                                                                                      0.3
                                                                                 160                                                                          0.2
                                                                          413                                                                 4.1
                                                                  320                                                                  3.8
                                                                                 410
                                                          231                                                    3.5    3.5    3.6
                                                    213                                                   3.5
                                                                                          3.1      3.2
             144     144                     127
                              42

  J-09       J-10    J-11    J-12    J-13   J-14   J-15   J-16    J-17    J-18   J-19     J-09    J-10   J-11   J-12    J-13   J-14   J-15    J-16    J-17    J-18    J-19
                            Dividend               Buy-back                                                            Employees      FAs

 10
…AND RISK PROFILE OUTSTANDING AT EU LEVEL
MB Group today                                                                                                                                                                               Section 1

Stronger in capital…                                                                                       …stronger in asset quality…
        MB buffer over SREP: ~600bps, among the highest in EU                                                                             Stage 32 - MB vs ITA and EU
                                                                                                               10%
                                       Avg. 9.9%                                                                                                                              54%              60.0%
                                                                                                                8%
     8.25%                                                                                                                                                   47%
                                                                                                                                  45%                                                          50.0%
                                                                                                                6%
                                                                                                                                                                                               40.0%
                                                                                                                4%

                                                                                                                2%                                                                             30.0%
                                                                                                                                 3.9%                        3.4%             6.7%
    MB

Bank 10
Bank 11
Bank 12
Bank 13
Bank 14
Bank 15
Bank 16
Bank 17
Bank 18
Bank 19
Bank 20
Bank 21
Bank 22
Bank 23
Bank 24
Bank 25
Bank 26
Bank 27
 Bank 1
 Bank 2

 Bank 3
 Bank 4
 Bank 5
 Bank 6
 Bank 7
 Bank 8
 Bank 9

                                                                                                                0%                                                                             20.0%
                                                                                                                                  MB                        EU avg.          IT avg.

                      ITA banks SREP1       EU banks SREP1

….better leverage ratios…                                                                                  …with lower exposure to Govies...

                     Leverage ratio3 - MB vs EU                                                                  2020 EU-wide transparency exercise
                                                                                                                 (figures as at Dec. 2019)                                             268%     279%
                                                                                                                                                                      269%   283%
      10%                                                                                                                                                      247%
                     8.2%                                                                                                                            218%
                                                                                                                             205%        204%
       8%
                                                                                                                                                              116%                              169%
                                                                                                                                                                             163%
       6%                                               5.3%                                                     137%                                                 236%             240%
                                                                                                                             138%                    160%
                                                                                                                 31%                    161%
       4%
                                                                                                                                                              131%                              114%
       2%                                                                                                        106%                                                        105%
                                                                                                                             66%         44%         58%
                                                                                                                                                                      33%              39%
       0%
                     MB                               EU avg.                                                     MB       Bank 1 Bank 2 Bank 3 Bank 4 Bank 5 Bank 6 Bank 7 Bank 8
                                                                                                                                    Domestic govies/CET1              Other govies/CET1

                                  1)    SREP before any changes from the application of CRD V Article 105 brought forward by the ECB in March 2020
11                                2)    Source: EBA Risk Dashboard – Data as of Mar.20 - %of loans (histogram) and coverage ratio (dots)
                                  3)    Source: EBA Risk Dashboard – Data as of Mar.20
NEXT 4Y MISSION:TO DEFINITIVELY ESTABLISH MEDIOBANCA
                  AS A DISTINCTIVE GROWTH PLAYER
MB Group profile                                                                                        Section 1

               Our 2019-23 BP aims to further upgrade the effectiveness of our business model
            in order to definitively establish Mediobanca as a distinctive growth player in Europe
                         which is consistently valued as a Specialized Financial Group

                         IN NEXT 4Y MEDIOBANCA WILL STAND OUT BECAUSE OF ITS

 DISTINCTIVE BUSINESS MODEL               GROWTH CAPABILITIES                       VALUE CREATION
                   by                                  by                                   by
   CAPABILITY TO PROFIT FROM                   BRAND, REVENUES,                 DELIVERING INDUSTRY LEADING
A CHALLENGING MACRO SCENARIO                  CAPITAL AND PROFIT                STAKEHOLDER REMUNERATION

                                                    DUE TO

STRONG POSITIONING & BUSINESS           SOUND MARKET OPPORTUNITIES                  SELF-PERPETUATING
      DIVERSIFICATION                                 and                       MB ACCRETIVE VALUE CYCLE
                   and                      MATERIAL INVESTMENTS                           and
     CULTURE & SUSTAINABILITY         in people, innovation and distribution   TALENT/CAPITAL MANAGEMENT

12
SOUND BUSINESS POSITIONING TO TURN A CHALLENGING SCENARIO
                    INTO OPPORTUNITIES
MB Group profile                                                                             Section 1

                    Italian WM market worth €4tr, largely                   MBWM
                             un-managed (65%)               will become a market leader with high
                     Specialized operator gaining share           growth rates & sustainability

                     Corporate and Financial Sponsors
    MACRO              activity will stay high in Europe                    MBCIB
 OPPORTUNITIES     Boutique-type organization to continue    will grow its market share in Europe
                             taking market share                     in M&A and CapMkt

                           Consumer Banking
                        under-penetrated in Italy.                           MBCB
                   Changed consumer behavior requiring        will leverage its strong positioning
                      new products and distribution         to become a front runner once again

                          Profound restructuring in           Mediobanca will focus on growth
    SECTOR         universal/commercial banking due to                organically and
 OPPORTUNITIES
                      unprecedented margin squeeze                      through M&A

13
BP19/23 STRATEGY, SHAREHOLDERS’ REMUNERATION, TARGETS CONFIRMED,
                         EVEN AFTER COVID

           Shift to capital-light fee                                Revenue growth in a                               Enhanced return to
                    business                                       challenging environment                                shareholders

                                                   Targeting industry-leading performance

                                                                                                                           CET1 ratio progressively
      Revenues growth                              Earnings growth                              Profitability growth          optimized at 13.5%
                                                                                                                               throughout 2023
          +4% CAGR1                                +4% EPS CAGR1                                  ROTE23 @11%            with a mix of cash dividend
                                                                                                                             and share buyback

                                                            CAPITAL MANAGEMENT POLICY
                                                 DPS20 = 0, in accordance with ECB recommendation
                                             CET1 ratio progressively optimized at 13.5% throughout 2023
                                                        Capital buffer in 2021-22 to cope with Covid
               Shareholders’ remuneration policy as approved in BPlan23 will resume as from next financial year,
     as a mix of cash dividend and share buybacks to optimize capital ratios, the size and mix of which will be set annually
                  depending on speed of recovery post Covid and on Mediobanca stock price (P/BV multiple)

14   1)   4YCAGR 19/23, including treasury shares cancellation (subject to ECB authorization)
STRONG INVESTMENTS IN PEOPLE AND INNOVATION

Group ambitions                                                                                       Section 1

With no restructuring/rationalization needs and keeping efficiency core in the organization (cost/income 46%)
                  Mediobanca in the next 4Y will invest in human talent and IT/digital upgrade
                              to keep the bank on the top of technological frontier
                       to enhance customer experience given their changing behaviour
                           to enlarge revenues also trough organizational efficiencies

Over 1,000 additional sales people at work…              … coupled with €250m in IT investments

                                         ~60
                            ~400
                  ~600

                                                                   IT/digital
                                                                   upgrade
                                                                                           € ~250m   85%
                                                                                    15%      In 4Y
                  Distribution and coverage:
                  up over 1,000 people in 4Y                      Regulation
                   o/w 2/3 at variable cost

     FY19         WM         CB          CIB   BP23T

15
REVENUE GROWTH IN A CHALLENING ENVIROMENT
                                               DRIVEN BY K-LIGHT BUSINESS
                                       EXECUTION RISK MINIMIZED BY DIVERSIFICATION
MB Group profile                                                                                                           Section 1

Revenues trend (€bn, 4YCAGR %)

                                                                      Group 4YCAGR: +4%

                                                                                                  +3%          ~        3.0
                                                                                +3%

                                                          +6%

                                +8%

         2.5

        FY19¹               Wealth                  Corporate &            Consumer             Principal    Holding    BP23T
                          Management                Inv. Banking            Banking             Investing   Functions

                                                                Capital light         Capital intensive

      1) Excluding non recurring income in banking book
16
GROUP TARGETS
MB Group profile                                                                                                       Section 1

Group Target             June19       June23      4Y CAGR           Divisional Target          June19       June23      4Y
                                                                                                                       CAGR

Revenues (€bn)             2.5          3.0         +4%             Revenues (€bn)

EPS (€)                   0.93         1.10         +4%3            Wealth Management            0.5             0.7     +8%

                                                                    Corp. & Inv. Banking         0.6             0.8     +6%
ROTE adj.                 10%          11%          +1pp
                                                                    Consumer Banking              1          >1.1        +3%
CET1 phase-in             14%         ~13.5%
                                                                    ROAC (%)
TFAs (€bn)                 61           83          +8%
                                                                    Wealth Management            16%         25%        +9pp
Loans (€bn)                44           51          +4%             Consumer Banking             30%        28/30%        ~

Funding (€bn)              51           56          +2%             Corp. & Inv. Banking         15%         16%        +1pp

                   Financial targets based on current regulatory requirements and Group scope of consolidation

17
CSR ENHANCEMENT FOR ALL STAKEHOLDERS’ BENEFIT
MB Group profile                                                                                                        Section 1

CSR AT BOARD LEVEL (competencies, strategies)

CSR IN THE PLAN WITH TARGET DISCLOSURE (Sustainable Development Goals framework)

CSR TARGETS INCLUDED IN TOP MANAGEMENT LONG-TERM INCENTIVE PLAN

                                                                               €4m per year in projects with positive
                 Avg. training hours up 25%, to enhance                              social/environmental impact
                        employees’ competences
                                                                         MB Social Impact Fund: AUM increase at least by 20%

                                                                                    Sustainable bond issue: €500m
               ~50% of female profiles to be considered
                         for external selections                        40% of procurement expenses assessed with CSR criteria
       All suitable female profiles to be considered for internal                       Customer satisfaction:
                     promotions and/or vacancies                           CheBanca! CSI¹ on core segment² @73, NPS¹ @25
                                                                                     Compass: CSI @85, NPS @55

              Asset Management: 100% of new investments                 Energy: 92% from renewable sources, CO2 emissions down
                     screened also with ESG criteria                                15%; hybrid cars @90% of MB fleet
               €700m investments in Italian excellent SMEs                       RAM: first issue of a carbon neutral fund
             ESG qualified products in clients’ portfolio +30%                    CheBanca! Green mortgages up 50%

       1)   CSI: Customer Satisfaction Index; NPS: Net Promoter Score
18
       2)   Core: Premier: clients with wealth between €100k and €5m
AGENDA

1.   MB Group profile

     a)   Group KPIs

     b)   Wealth Management

     c)   Consumer Banking

     d)   Corporate & Investment Banking

     e)   Principal Investing

Annex

1.   2020 Group figures by divisions
MEDIOBANCA GROUP BUSINESS MODEL
MB Group KPIs                                                                                    Section 1.a

                                          Mediobanca Group

                                            Holding Functions

                                         Group ALM & Treasury
                                           Non core assets
                                                 (leasing)

 Corporate & Investment
                             Consumer Banking                Wealth Management     Principal Investing
        Banking
                                  (CB)                              (WM)                  (PI)
         (CIB)

                             Consumer Banking                Affluent & Premiere   Principal Investing
Corporate & Investment
       Banking                   Compass                        CheBanca!             Ass. Generali
     Mediobanca Spa
Messier Maris & Associés                                       Private & HNWI
                                                         Mediobanca PB, CMB

     Specialty Finance                                        Mediobanca AM
         MBFacta                                               MB SGR, CMG
     MBCredit Solution                                           Cairn, RAM

        Corporate                Consumer                      AUA/AUM driven          Proprietary
      client business          client business                  client business       equity stakes
20
PROFITABLE AND VALUABLE DIVISIONS
MB Group KPIs                                                                                                  Section 1.a

                                  Mediobanca Group as at 30 June 2020 (12M)

 Corporate & Investment
                                  Consumer Banking                   Wealth Management           Principal Investing
        Banking
                                       (CB)                                 (WM)                        (PI)
         (CIB)

Revenues         575m          Revenues          1,071m            Revenues        584m      Revenues          313m
GOP              279m          GOP               443m              GOP             113m      GOP               309m
Loan book        19bn          Loan book         13bn              Loan book       13bn
                                                                   TFA             64bn
                                                                   of AUM/AUA      40bn
RWA              20bn          RWA               12bn              RWA                 5bn   RWA                 8bn
C/I ratio        48%           C/I ratio         28%               C/I ratio          77%    C/I ratio           nm
ROAC             13%           ROAC              31%               ROAC               19%    ROAC                18%

                        Holding Functions                          Revenues     2,513m
                              (HF)                      MB Group
                                                                   GOP          949m
                                                                   Loan book    47bn
                Revenues                   -7m
                                                                   TFA          64bn
                Loan book                  2bn
                                                                   RWA          48bn
                RWA                        3bn
                                                                   C/I ratio    47%
                                                                   ROTE adj     10%

21
SUPPORTED BY A STRONG A&L STRUCTURE…
MB Group today                                                                                                                             Section 1

             Specialty                          Balance sheet as at June 2020
              Finance                                                                                                      PB deposits
                 5%    Mortgages                              Total: €78.9bn                                                   16%
                         22%
                                                                                                          Retail
                                                                                                         deposits                        Other
   Large                                                                                                                                 12%
                                 Leasing                                                                   28%
 corporate
                                   4%
    35%          €46.7bn         Private                                                                                 €53.9bn
                                 Banking                                                                                                  ECB
                                   6%                                                                                                     10%
                                                                                                           Bonds to
                                                                  Loans/                                 institutional
                    Consumer                        Loans
                                                                 Funding:                                     22%            Bonds
                     lending                         59%                        Funding
                       28%                                         85%                                                      to retail
                                                                                  70%                                         13%

                                                                                                 CET1: 16.1% Total Capital: 18.8%
                                                                                                 Leverage Ratio: 9.7%
     BB govies
                             Liquidity                              Net
        37%                                        Treasury                                      NSFR: 109%, LCR (end-of period): 165%
                                35%
                                                    assets       Treasury      Treasury
                  €13bn                              32%          €13bn     liabilities 15%      NPLs/loans: 4.1% gross, 1.9% net
                                                                                                 NPLs coverage: 55%
                                                Equity Inv. 5%                 Equity 12%        Bad loans/loans: 0.9% gross, 0.2% net
                                                                                                 Bad loans coverage: 82%
         Corporate    Client &
          bonds        other      Trading
           16%           9%                         Assets                     Liabilities
                                   book
                                     2%

     Loans : 44% corporate, 56% retail; ~80% Italy, ~20% non-domestic
     Funding: 56% from retail investors (13% bonds to retail, 28% retail deposits and 16% PB deposits)

22
AGENDA

1.   MB Group profile

     a)   Group KPIs

     b)   Wealth Management

     c)   Consumer Banking

     d)   Corporate & Investment Banking

     e)   Principal Investing

Annex

1.   2020 Group figures by divisions
MB WEALTH MANAGEMENT
                    RATIONALE AND OPPORTUNITIES
Wealth Management                                                                                  Section 1.b

                    Italy one of the most attractive European markets for WM
                      Size worth €4.4tr, in Affluent (€3.5tr) and Private (€1.0tr) segments
                      Largely un-managed
                      Need for “qualified” offering: non-universal banks gaining market share

                         MB entered and is now focused on WM with a view to leveraging:
                            Distinctive positioning/branding, unparalleled in the Private/Mid Corp area
         Wealth             Group synergies
       Management           Capital buffer to be redeployed into acquisitions

                         Mediobanca distinctiveness:
                            Affluent: sustainable, through-the-customer’s-eyes, innovative offer
                            HNWI/UHNWI: leadership based on unique IB/PB model
                            AM: targeting the illiquid segment

                    Strong Group support to foster WM growth, both organic and through M&A

24
WE ENTERED 3Y AGO AND ARE NOW A WELL-REPUTED PLAYER…
Wealth Management                                                                                                                                            Section 1.b

                                    MBWM gaining positioning                                                                               Next 4Y Mission

Wealth management players ranking by TFA¹ (€bn, Dec19 peers, MB as at June20)

                                                                                                                           Become an established player in the
               85
                    81                                                                                                        Affluent segment, by quality and
                                                                                                                           sustainability, with best in class mix of
                         69                                                                                                digital/human distribution capabilities
 64
                              59

                                   49

                                                                                                                          Become a leader in HNWI and UHNWI
                                                             29   28                                                       with a unique Private and Investment
                                                                       20   20   19   18
                                                                                                                         Bank model, working together with CIB to
                                        15   14   13                                                                     offer integrated advisory and investment
                                                       10                                  10    10
                                                                                                      5   6                  solutions in Private Assets/Markets
                                                                                                              4

MBWM
                                                                                                                           Maximize growth and margins in the
                                                                                                                         group value chain reinforcing research &
                         Financial Advisors                                       Specialized                            product synergies among traditional and
                          centred models                                         Private Banks                                       alternative AM

25     1) MB TFAs excluding AUC. Sources for other players: data from Associazione Italiana Private Banking, companies’ web site, press.
       Data as at: Dec.19 for Financial Advisors centred models; June19 for Specialized Private Banks
…WITH GROWTH ACHIEVED THROUGH SELECTIVE ACQUISITIONS
                     AND ORGANICALLY…
Wealth Management                                                                                                                 Section 1.b

Group AUM/AUA trend (€bn)

                                                                                       66%                      63%               63%

                                          63%                                                                   39.0              39.8
                                                                                       37.1                               0.8
                                                                                                       1.9
                                                                      4.1                                                          9.6
        55%                               30.0               3.2                                               11.8
                                                                                       12.4

                         12.6
        17.4                                                                                                                      17.7
                                          22.9                                                                 16.8
                                                                                       16.3
        13.5
                                                                                                               10.3               12.5
                                           7.1                                          8.4
         3.9
       June16         Barclays,          June17          Organic     RAM               June18        Organic   June19   Organic   June20
                       Esperia                           growth    acquisition                       growth             growth
                     acquisitions

                                             AUM+AUA / TFA %                Affluent      Private*    AM

     AUM/AUA development continuing fuelled by organic growth and M&A
     Growth concentrated in managed assets, now 63% of TFAs
     Strong performance in Affluent and Private (2Y CAGR +11%), also after Covid

26     * In 2016 and 2017 Private segment includes also AM
… THANKS TO STRONG INVESTMENTS IN DISTRIBUTION

Wealth Management                                                                                                                         Section 1.b

                                                                                                                               Fintech
                                                                                     Robo advisory                      buy and customize best
                                                            Digital                        &                           applications for banking,
                                                            Platform                Robo for advisory                saving & investing to increase
                                                                                                                      productivity and efficiency

                                              RMs staff: from 260 to 582                        FAs: from 0 to 414

                                                                                                                                     Partnerships
                                                                      572    582
                                                              541
                                                                      127    132                                     414
                                                      452     125

                                DIGITAL CRM
                                                                                                              335
                                                      130
                                              260
                                                                                                       226                            Mortgages
                                              90                      445    454
       895K         SALEFORCE                         322
                                                              416
                                                                                                                                       Third-party
     customers                                170
                                                                                                 65                                    distribution
                                                                                           0
                                              FY16    FY17 FY18       FY19   FY20        FY16 FY17     FY18   FY19   FY20
                                                                                                                                        networks
                                                     Private&        Affluent&
                                                     HNWI            Premier
                                                                                                                                      Institutional
                                                Branches right-sized                                                                  sale forces
                                                                                             FA shops: from 0 to 85
                                                                                                                                         MAAM,
                                                                                                                                         MBSGR
                                                      15
                                                                15    15     10
                                               7      141                                                             85
                                                              111     110    107                               70
                                              59                                                        46
                                                                                                 19
                                                                                           0
                                              FY16    FY17 FY18       FY19   FY20        FY16   FY17   FY18 FY19     FY20

27
EXPLOITING OPPORTUNITIES IN AFFLUENT…
    Wealth Management                                                                                                                                   Section 1.b

                         POSITIONING OF CHEBANCA!1                                                                       OPPORTUNITIES

          2.5%     Gross Mgt. Fees                                                                Affluent: the most attractive segment in the WM arena. Large
                       / AUM                                                                      (€3.5tr), profitable, with customers more technology-friendly (low
                                                              Mediolanum                          cost to serve) and largely unmanaged
          2.0%                                                                                    Digital transformation and Fintech moving distribution paradigms
                                     Azimut
                                                                                                  CheBanca!: well positioned to leverage business model
 Leverage                                                                                         strengths (sustainability& innovation)
         1.5%
positioning,                     Banca Generali           Fineco                                     to increase market share
  product,
  service                                                                                            to close the profitability gap
         1.0%
                                      CheBanca!
                       CheBanca!        FY23                                                                                 ACTIONS
          0.5%                                             Balls size = Saleforce
                         Today                                     AUM ptf
                                                                                                  Brand repositioning: marketing campaign for affluent clients
                                                                                                  (current and next generation) to meet their investment needs,
          0.0%                                                                                    leverage on joint MB-CB! branded products
                                                                   PBT ex performance
              0.1%         0.2%
                         Increase    0.3%
                                  scale,         0.4%
                                         efficiency           0.5%          0.6%
                                                                         fees/TFA                 New service model: more in-depth and comprehensive client
                                                                                                  segmentation to customize services/products according to
                                                                                                  potential value
                                        STRENGTHS                                                 Franchise empowerment: commercial staff to increase from 780
                                                                                                  to 1,275 (up 60%) focusing on quality and value
                 SUSTAINABILITY                              INNOVATION                           Enhancing digital platforms, to supply advisory services via
                                                                                                  mobile app and remote channels
    Transparent, valuable, fair-priced             Easy, efficient, real omni-channel
          investment services                              distribution model                     Enlarge product offer, leveraging on group capabilities
          Recurrent and diversified                     Digital excellence since                  Investments in training, to upgrade sales force capability to
                  income                                        inception                         deliver high-quality advisory services

     28       1)Source: Peers data from Mediobanca Securities – figures as at June19 annualized
… IN PRIVATE /HNWI SEGMENT…
Wealth Management                                                                                                                                         Section 1.b

                               POSITIONING                                                                               OPPORTUNITIES

              Customer                                                                          Private banking: valuable and growing segment where MBPB
     UHNWI    segment                                                                           and CMB could play a distinctive role given their roots, brand,
                                                                                                customers and positioning as unique Private-Investment banks
                                                                                                for private clients and entrepreneurs
                                                                                                Franchise empowerment: staff to increase to from 133 to 160 (up
                                                      Mediobanca                                20%)

                                                                                                                              ACTIONS

                                                                                                 MBPB will work on:
                                                                                                       Becoming leader in developing investment opportunities in
 Affluent                                                                                              Private Assets through Club Deals, Private Equity, Italian and
                                                      Value proposition                                EU Multi-Asset Manager(1)
                                                                                                       Strengthening the effective dual PB-IB coverage for MidCaps
                    Investments              Global advisory
                                                                                                       focusing on Key Strategic Clients (Entrepreneurs/UHNWI)

                                                                                                 CMB will:
                                    STRENGTHS
                                                                                                       Empower positioning on UHNWI also through rebranding
 UNIQUE PRIVATE-INVESTMENT
                                                           INNOVATION                                  Enhance investment and advisory offering for UHNWI and
      BANKING MODEL
                                                                                                       Family Offices, also with a deeper segmented approach
        Dual IB/PB coverage                                                                            Relaunch a credit proposition (Lombard and real estate
                                              Benchmark in private markets by                          financing) in line with the UHNWI strategy
      Strong concentration in                    investment opportunities
                                                                                                       Invest in Technology and Fintechs to deliver efficiencies and
     HNWI/UHNWI target clients
                                                                                                       superior client experience

29      ¹ Epic, Mediobanca Private Markets 1, Mediobanca Private Markets 2, Club deal in real estate
…AND IN ASSET MANAGEMENT PRODUCTION
Wealth Management                                                                                                     Section 1.b

                         MAXIMIZING GROWTH AND MARGINS IN THE GROUP VALUE CHAIN
              REINFORCING RESEARCH & PRODUCT SYNERGIES AMONG TRADITIONAL AND ALTERNATIVE AM

            MEDIOBANCA SGR                                  CAIRN CAPITAL                                  RAM

                Pivotal role
  in defining asset allocation strategies           Leading illiquid credit manager         Leading pure systematic specialist in
             Product innovation                                                           Europe with a strong research focus and
      with high value added strategies                                                                frontrunner in AI
     Global Active Multiasset, Multimanager
Solutions, “New Generation” Target Maturity fund

                                                                GOALS

     Focus on active research-driven               Expand alpha capabilities beyond
                                                                                            Expand alpha capabilities and
     strategies (AA, high conviction Equity…)      CLOs
                                                                                            competitive edge through research
     Increase captive networks                     Roll-out of distribution of recently     and development
     penetration                                   launched UCITS (Strata)
                                                                                            ESG implementation
     Intermediation of third-party products        Strengthening co-operation with MB
     via guided open architecture                  for launch of new credit funds

30
AGENDA

1.   MB Group profile

     a)   Group KPIs

     b)   Wealth Management

     c)   Consumer Banking

     d)   Corporate & Investment Banking

     e)   Principal Investing

Annex

1.   2020 Group figures by divisions
MB CONSUMER BANKING
                   RATIONALE AND OPPORTUNITIES
Consumer Banking                                                                                    Section 1.c

                   Italian consumer banking an attractive market:
                     Low penetration/low yield environment
                     Banking sector restructuring, with branches reducing massively
                     Upcoming regulation painful for riskier players

                          MB focus on Consumer Banking with a view to leveraging:
                             Strong positioning (since 1960s) in a high entry barrier business
         Compass             Diversification effect vs Group activities, as an anti-cyclical business
                             High and sustainable profitability

                          Mediobanca CB a frontrunner in consumer banking with:
                             Outstanding credit scoring, pricing, management capabilities generating
                             superior asset quality
                             Broad, integrated distribution network
                             Best-in-class service with a full product range

                    Strong Group support to foster growth, both organic and through M&A

32
COMPASS – A PIONEER, INNOVATIVE, PROFITABLE OPERATOR…
Consumer Banking                                                                                                                                                       Section 1.c

                                  DISTINCTIVE STRENGTHS                                                                                  POSITIONING

                                                                                                           Compass market shares
                                                          EXCELLENT ASSET QUALITY
                                                                                                                                        11.7%                12.0%      11.7%
                                                       AND INDUSTRIALIZED COLLECTION                                10.5%
      OUTSTANDING SCORING
                                                                                                          30%                                                                    13.0%

                                                                                                                                                                                 11.0%

     AND PRICING CAPABILITIES
                                                                                                          25%

                                                                  Net NPLs/Loans: 2.5%
                                                                                                                                                                                 9.0%

                                                                                                          20%
                                                                                                                  16%                                                            7.0%

                                                                Net Bad Loans /Loans: 0.1%                                                                                       5.0%

                                                                 NPLs fully covered in 12m                                             10%
                                                                                                          15%

                                                                                                                            7%                 8%                           8%
                                                                                                                                                                                 3.0%

                                                                                                          10%
                                                                                                                                                         6%     5%     6%        1.0%

                                                                                                                                                                                 -1.0%

                                                                                                          5%

                                                                                                                                                                                 -3.0%

                                                                                                          0%                                                                     -5.0%

                                                            VALUE-DRIVEN APPROACH                                    2016                2017                2018        2019
        EFFICIENT PLATFORM
                                                                  TO BUSINESS
                                                                                                                     Market growth (YoY)                        Compass growth (YoY)
  Very low and stable cost/income (~30%)
                                                      New production driven solely by risk-adj returns               Compass market share
 Direct distribution growing at variable cost
                                                        Margin resiliency and profitability preserved
                                                                                                           Consumer credit ranking¹
                                                                                                           (new business, €bn, 2019)
 BROAD PRODUCT CAPABILITIES                                    BROAD & INTEGRATED
    BEST-IN-CLASS SERVICE                                     DISTRIBUTION NETWORK                                  UCI                                       12.3
                                                                                                                Findom.                                9.4
                                                            Compass branches
 €6.4bn new loans, 80% repeat business                                                       5,000
                                                                  172
                                                                                       3rd parties bank
                                                                                                          Compass                                6.9
                                                       Compass /                           branches               Agos                         6.0
      Personal
                                  Special            Compass Quinto
       loans                                                                               12,600         Deutsche                             5.9
                                 purpouse              agencies
        47%                                                                              Post offices
                                    14%                   89                                                         ISP                 4.3
                                  Salary              Online business                                                UBI                 3.9
                               guarenateed                                               200
                 Cards Cars                                                        Partnerships/JVs        Credem                  2.3
                                    7%                               39,000
                  15% 17%
                                                                    Dealers                                     Fiditalia        1.3
                                                                  (car/retail)
                                                             Direct business       Indirect business
                                                                                                                Finitalia        1.2

33       1)      Source: Assofin. New statistics do not include vehicle credit
…WITH THE ABILITY TO GROW STEADILY…
                                         TEMPORARY SLOWDOWN IN FY20 ONLY DUE TO COVID-19
  Consumer Banking                                                                                                                                                           Section 1.c

  Since 2007 Compass’s loan book has tripled…                                                             … as have its revenues (now > €1bn) …
  Loan growth halted only due to Covid outbreak
  €bn                                                                                                     €m

                                               +3x                                                                                               +3x                                1,071
                                                                                        13.2 13.0                                                                         996 1,027
                                                                                 12.5                                                                               936
                                                                          11.8                                                                                873
                                                                   11.0                                                                                 800
                                                            10.4
                                         9.1    9.3   9.6                                                                              687 713 713
                                  8.8                                                                                           638
                8.4   8.1   8.3                                                                                         592 605
  Linea
acquisition                                                                                                       379
                                                                                                           322
          3.7

          J07 J08 J09 J10 J11 J12 J13 J14 J15 J16 J17 J18 J19 J20                                          J07 J08 J09 J10 J11 J12 J13 J14 J15 J16 J17 J18 J19 J20

 …while careful risk approach has kept CoR under control…                                                 …with net profit up 10x: ROAC ~30%
    Temporary increase in FY20 due to Covid
   €m, bps                                                                                                €m, %
                                                      463
    470                                                                                             550

    420

          415               411                              413                                                                             +10x
                372 361           354 347 360
                                                                                                    450

                                                                    332
    370

                                                                                                                                                                          315 336
    320                                                                                             350

                                                                                                                                                                                    297
                                                                           243                247                                                                   258
                                                                                  199 185
    270

                                                                                                    250

    220

    170                                                                                             150
                                                                                                                                                              154
                                                                                                                                  95   97               82
    120

                                                                                                           59                               66
                                                                                                    50

                                                                                                                  32    39   22                    41
          145 224 298 337 302 311 331 438 413 354 276 242 238 325
     70

     20                                                                                             -50

          J07 J08 J09 J10 J11 J12 J13 J14 J15 J16 J17 J18 J19 J20                                          J07 J08 J09 J10 J11 J12 J13 J14 J15 J16 J17 J18 J19 J20

                                        LLPs                CoR
   34
LIMITED COR & NEW LOAN CORRELATION WITH GDP
                                                   STRONG CAPABILITIES IN PRICING, RECOVERY, DISPOSALS
Consumer Banking                                                                                                                                                                    Section 1.c

                                            Linea acquired in 2008. Following 18m spent harmonizing the                                                           Covid-19
                                                                                                                                       AQR impact
                                              acquired portfolio up to Compass asset quality standards                                                             impact

                     500                                                                                                                                                                (11)
                     450                                                                                                                                                                (9)
                     400
                                                         411                                             410                                                                            (7)
Cost of risk (bps)

                     350

                                                                                                                                                                                               GDP growth (%)
                                 372         361                                                                     373
                                                                     354         347         360                                                                                        (5)
                     300                                                                                                        332
                     250                                                                                                                                                                (3)
                     200                                                                                                                    243                              247        (1)
                     150                                                                                                                                199       185                   1
                                Lehman                               Sovereign
                     100
                                  crisis                               crisis                                                                                                           3
                      50
                                 5.2         3.8         4.0         4.8         4.9         5.0         5.3         6.0         6.2         6.6         7.0       7.4       6.4
                       0                                                                                                                                                                5
                                2008        2009        2010        2011         2012       2013        2014        2015        2016        2017        2018      2019       2020

                                                          New loans (€bn) (1)              Compass CoR (1)                 AQR one-off              GDP ITA (2)

                                                                    3.0%         2.9%       3.0%
                                                                                                        2.7%                                                                 2.5%
                                2.3%                    2.2%                                                        2.2%
                                            1.8%                                                                                1.6%        1.6%        1.5%      1.4%

                                2008       2009        2010        2011        2012        2013        2014        2015        2016        2017         2018      2019       2020

                                                                                                     Net NPLs/Ls

                           1)   New loans and CoR at fiscal year-end (30 June)
35
                           2)   Source: GDP ITA IMF, World Economic Outlook for historical values until 2019, MB new macro scenario for FY20 forecast
STRONG INVESTMENTS AHEAD IN DIRECT DISTRIBUTION…
Consumer Banking                                                                                                   Section 1.c

Compass direct franchise trend                            COMPASS Higher “value” of Compass branch distribution:
                                                          BRANCH roughly double vs third parties’ channels
                                     +75%

                                              ~350
                                                                      Compass agencies track record in last 18m:
                                                                           High productivity: close to long standing
                 +21%                           80                         Compass branches.
                                                                           Low client cannibalization: 30% of customers are
                             ~200               80        COMPASS          new and 50% are in Compass database but not
                              27                          AGENCIES         active
                                                                           Resilient margins: broadly in line with branches
     164                     172               187                         Flexible cost structure: at breakeven since year 1
                                                                           CoR in line with branches as managed by
                                                                           Compass at its standards
     FY16                    FY19             BP23T
      Branches          Agencies    Compass Quinto
                                                                      New Compass Quinto agencies to be established:
                                                                           Loyal and reputable agent network dedicated to
 Direct distribution enlargement                                           salary guaranteed loans, operating exclusively for
                                                          Launch of        Compass
     Compass-branded branches/agencies to increase        COMPASS          Flexible cost structure
     from 200 to over 260 (up 30%), of which ~80 run by
                                                           QUINTO          CRM to exploit synergies with Compass clients
     agents
                                                                           CQS product appeal increasing: risk mitigation,
     80 Compass Quinto-branded agencies to be                              lower capital absorption due to CRR2 and sector
     opened to foster salary-backed distribution                           consolidation needed

36
…EMBRACING INNOVATION IN PRODUCT AND CHANNEL
Consumer Banking                                                                                                        Section 1.c

                                                             INNOVATION

                          PRODUCT                                                        DISTRIBUTION

     1   CLOSED LOOP CARD                                            3    PP-ONLINE

          Revolving credit card (designed by Compass on                   Existing online platform strong enhancement with:
          MasterCard circuit) whose use is limited to                       “Instant lending” project: process/technical
          specific retailers                                                enhancements to minimize “time-to-yes” up to
          Benefits: easy to use (directly at the cashier),                  1h, including automatic identification of clients’
          increase client retention for the retailer                        uploaded ID documents
          Could evolve to a “full” credit card (able to                     Online/offline integration for mutual
          operate widely in POS/ATM/online with                             collaboration in client assistance between all
          addendum to contract)                                             distribution channels
          Partners: large retailers
                                                                          INSTANT CREDIT & E-COMMERCE LOANS
                                                                     4
         COMPASS RENT                                                       Partnership with primary operator for E-
     2
                                                                            commerce financing solution
           Innovative long-term car rental
                                                                            Development of APP-based financing services
           Focus: used cars (12/24 months vintage) sold by                  for free instant credit to customers
           Compass dealers
                                                                            State-of-the-art platform integrated into retailers
           Customizable offer: both in terms of service                     marketplace to offer installment-based credit
           (insurance, assistance, etc.) and car model                      options

37
AGENDA

1.   MB Group profile

     a)   Group KPIs

     b)   Wealth Management

     c)   Consumer Banking

     d)   Corporate & Investment Banking

     e)   Principal Investing

Annex

1.   2020 Group figures by divisions
MB CORPORATE AND INVESTMENT BANKING
                            RATIONALE & OPPORTUNITIES
Corporate & Investment Banking                                                                                   Section 1.d

                                 Investment Banking is the native business of Mediobanca
                                    Strong market positioning: leader in Italy, with a growing footprint in Europe
                                    Cornerstone of Mediobanca business diversification strategy
                                    Resilient over the cycle due to balanced product mix

                                        Investment Banking has been a challenging market in the last decade
                                           Boutique-like models continue to outperform bulge-bracket banks
                                           M&A to act as growth enabler in a stagnant economic scenario
                                           Financial Sponsor activity likely to remain high due to low interest rates and
                                           ample dry powder
              Corporate
             Investment
               Banking
                                        Mediobanca distinctiveness
                                          Strong brand recognition and trustworthiness
                                          Client-driven business
                                          Boutique-type approach
                                          Steady profitability with low gearing and excellent asset quality

                                 Mediobanca CIB is best positioned to exploit the potential of a client-driven
                                 business model enhancing its pre-eminent role in Europe

39
MEDIOBANCA CIB DISTINCTIVE MODEL …
Corporate & Investment Banking                                                                                    Section 1.d

                SOLID AND WELL DEFINED MARKET POSITIONING                                      NEXT 4Y MISSION

                                                   Strong solution                  Empowerment of origination capabilities
                                              capabilities across the full             (focus on Italy, Spain, France) for IB
                                                CIB product offering                  Leverage European Capital Market
                                                                                            platform and O2D model
                                              DISTRIBUTION PLATFORM                      Empower MidCaps coverage
                                                UK, GERMANY & US                    M&A and CapMkt boutiques aggregator

                                                                                          Leverage MMA partnership
  Top 3 M&A boutique
   in France with more                                                                    Integrated trading platform
     than 200 deals since                                                                Foster cross-fertilization among
          inception                                                 1st in Italy      customer/product clusters (MidCap,
                                                                        M&A           Private banking, Financial Sponsors)
                                                                 with >100 deals
                                                                     in last 3Y
                                                                        ECM
                                                                                    Capital-light business growth (especially
                                                                 with 30 deals in
                                                                                                    advisory)
                                                                       last 3Y
                                                                                       Capital consumption optimization
                                                                                            (especially in lending)
             Top 10 in M&A in Spain
              with more than15 deals                                                       Cost of risk normalization
                    in last 3Y

40      1) Source: Coalition, IB Index FY18
… DELIVERING SOUND BUSINESS RESULTS …
Corporate & Investment Banking                                                                                                      Section 1.d

                                                     CIB loan book up @ €19bn …              … with significative decrease in UTPs (€m)
         GROWTH &
                                                                                   18.6
          QUALITY
                                                                                               1200

                                                                           17.9
                                                                16.1
                                                                                               1000

                                              15.1                                                    765    767
     CIB loan book rebounding                           14.5
                                                                                                                       667   642
                                                                                               800

            after the crisis                                                                   600
                                                                                                                                      519
      Non domestic exposure                                                                    400

      ~45% of total with good
       country diversification                                                                 200

       Net NPLs/Loans: 1.7%¹
                                                                                                  0

      Net Bad Ls /Loans: zero¹               2016       2017    2018       2019    2020               2016   2017   2018     2019     2020

                                                 CIB revenues client driven and              …by geography (~40% non-domestic)
                                                    diversified by product …
                                                                       Advisory
     DIVERSIFICATION                                                     20%
       & EFFICIENCY                                                                          Non-
                                                                                           domestic                          Domestic
                                            Lending                                                                            62%
     Client driven activity with                                                             38%
      diversified fee income                  33%                                                             €0.6bn
                                                               €0.6bn
               stream                                                             CapMkt
                                                                                   25%
        Cost/income: 48%

                                                         Specialty             Prop
                                                          Finance            Trading
                                                             20%                2%
41    1) Excluding NPLs purchased by MBCS
…EXCELLENT QUALITY OF CORPORATE LOAN BOOK…
FY20 Divisional Results - CIB                                                                                                                               Section 4

WB loan book by sector (as at June 2020)
  15%
        12%
                9%
                        8%
                                7%      7%                                                                                                                         7%
                                              6%
                                                       4%
                                                             4%
                                                                    3%     2%      2%     2%      2%     2%     1%      1%     1%      1%   1%       0.6%   0.4%

              WB exposure skewed to IG/crossover2 (as at June20)                            WB loan portfolio by geography3 (as at June20)
                                                                                                                          Germany
                                                                                                                            8%    France
                                        Crossover                                                                                   9%
                                          19%
                                                                                                                                        Spain
                                                                                                                                         8%
                                               Other                                                                                           UK
                                   IG          31%
                                  50%                                                                                                          7%
                                                                                                                       Italy                 Other
                                                                                                                       53%                  Europe
                                                                                                                                           US 7%
                                                                                                                                          5%
                                                                                                                                       RoW
                                                                                                                                        3%
     1) “Other” includes sectors with exposure below 2% and low or medium impact from Covid-19: Aerospace, Containers and Packaging,
     Energy Services, Healthcare, Information Technology, Infrastructure, Metal, Paper and Utilities
42   2) Investment grade (IG) including rating classes from AAA to BBB-, crossover including BB+ rating bucket
     3) Geographical breakdown based on the following criteria: i) Country where the company generates >50% of consolidated revenues
     or, if this criterion is not met, ii) Country where the company has either its managerial centre or its main headquarters
… AND OUTSTANDING POSITIONING IN M&A
FY20 Divisional results - CIB                                                                                                                                                                                                                                     Section 4

     Mediobanca M&A team has been involved in most                                          Selected M&A Large Corp Transactions                                                                                          since July 2019
     industry-shaping deals of 2020, including the merger of                                                           Ongoing                              Ongoing                                  Ongoing                            March 2020                        September 2019

     equals between FCA and PSA, the takeover of UBI Banca
     by Intesa Sanpaolo, the sale of a minority stake of                                                                                                                                                                                 Tower

     Esselunga, and the merger between Inwit and Vodafone                                               Undisclosed
                                                                                                                                         € 6,1bn (EqV 100%)                              € 573m                                €11bn                                 €400m

                                                                                             Public Exchange Offer launched
     Tower                                                                                    by Intesa Sanpaolo on all UBI
                                                                                                  Banca ordinary shares
                                                                                                                                  Disposal of Violetta Caprotti stake
                                                                                                                                             in Esselunga
                                                                                                                                                                              Acquisition of €570m hotel
                                                                                                                                                                             portfolio from Värde Partners
                                                                                                                                                                                                                Integration of INWIT and Vodafone
                                                                                                                                                                                                                            Italia Tower
                                                                                                                                                                                                                                                         Acquisition of 49.07% stake in
                                                                                                                                                                                                                                                        Offshore LNG Toscana by Snam

                                                                                                Intesa Sole Financial Advisor
                                                                                                Sole Global Coordinator and              Financial Advisor to                     Financial Advisor to
                                                                                                                                                                                                                    Financial Advisor to INWIT             Financial Advisor to Snam
     Increasing presence in financial sponsors & mid                                           Bookrunner of BPER rights issue             Violetta Caprotti                         Värde Partners

     corporate transactions, due to growing coverage efforts                                Selected M&A Mid Corp Transactions                                                                                     since July 2019
     by the dedicated origination team and ongoing co-                                                              March 2020                       November 2019                           September 2019                       September 2019                                  July 2019

     operation with Private Banking. Mediobanca provides
     advisory services to companies for sell-side processes and
     to financial sponsors for buy-side investments                                                    Undisclosed                               €75m                                 Undisclosed                             €68m                                  ~150m
                                                                                            Acquisition of ABB’s solar inverter            CBG disposal to                                                                 Acquisition of               Disposal of AMF to Alpha Private
                                                                                                                                                                           Acquisition of La Pavoni by SMEG
                                                                                                    business by Fimer                    Xenon Private Equity                                                      FT System by Antares Vision                       Equity
     Improved footprint in Europe, including through the
     strategic partnership with Messier Maris & Associés,                                       Financial advisor to Fimer             Financial Advisor to CBG               Financial Advisor to Smeg            Financial Advisor to Antares            Financial Advisor to A.M.F.

     combining local coverage and industry expertise
                                                                                            Selected M&A Sponsors Transactions                                                                                    since July 2019
                                                                                                                      June 2020                       February 2020                               August 2019                     September 2019                                  July 2019

M&A Italy FY20 – Ranking by Deal                                        Value1
 20.3    19.8                                                             $bn, Deal Value               Undisclosed                           Undisclosed                               €822m                                 £68.4m                                Undisclosed

                                                                                              Acquisition of Sorgenia by F2i                                                                                      Partial Tender Offer launched by
                  17.2                                                                       and Asterion and contribution        Acquisition of a controlling stake
                                                                                                                                   in Engineering by Bain Capital
                                                                                                                                                                            Acquisition of Solvia Desarrollos
                                                                                                                                                                               Inmobiliarios by Oaktree
                                                                                                                                                                                                                 Investindustrial on 3% of the share   Clessidra acquisition of a 80% stake
                                                                                                                                                                                                                                                         in the share capital of L&S Light
                                                                                             of Veronagest and San Marco                                                                                          capital of Aston Martin Lagonda
                                                                                                        Bioenergie
                                                                                                                                                                                                                                                               Financial Advisor to
                             14.3                                                            Sole Financial Advisor to F2i and
                                                                                                         Asterion
                                                                                                                                  Financial Advisor to Bain Capital          Financial Advisor to Oaktree               Financial Advisor to
                                                                                                                                                                                                                           InvestIndustrial
                                                                                                                                                                                                                                                                  Clessidra SGR
                                       12.9
                                                 12.3
                                                           11.4        11.3
                                                                              10.7          Selected M&A International Transactions                                                                                           since July 2019
                                                                                                                      June 2020                             May 2020                          February 2020                          December 2019                        December 2019

                                                                                      5.4

                                                                                                           €2,4bn                               €515m                                 Undisclosed                               €30bn                                 €260m
                                                                                              Disposal of 80% of Eurobank
                                                                                            Financial Planning Services and       Has announced the acquisition of                                                                                           Acquisition by Cellnex of
                                                                                              a portion of Mezzanine and           a portfolio of Power Generation           DWS Infrastructure Sale of the               Merger of Equals                  1,500 telecom towers from
                                                                                            Junior Securitization Notes of the       and Supply assets from EDP           Arenales CSP Solar Plant to Cubico                                                     Orange in Spain
                                                                                                 €7.5bn multi-asset NPE                                                        Sustainable Investments
                                                                                               Securitization to doValue
  MB     UBS       GS        IMI      Equita    KPMG       BofA        JPM    ROTH    MS      Financial Advisors to Eurobank      Exclusive Financial Advisors to Total    Sell-side financial advisor to DWS       Lead Financial Advisor to PSA           Financial Advisor to Cellnex

43       Source: Refinitiv as of June 2020 – Any Italian involvement
…AND IN ECM AND DCM
FY20 Divisional Results - CIB                                                                                                                                                                                                                                      Section 4
          Mediobanca Capital Markets teams successfully completed several major
          transactions for both Italian and international clients, including DCM CDP’s                                                                                                   ECM Italy FY20 (Bookrunner)
          inaugural Social Housing bond, Generali’s inaugural green Tier 2 bond and
          ENI’s dual tranche transaction in the midst of the Covid pandemic, and ECM
          Nexi Convertible Bond, Unieuro ABB, Nexi ABB, Juventus Rights Issue and                                                                                                        33.3%    33.3%

                                                                                                                                                                                                                                                                           # of deals priced as percentage of
          Cellnex Rights Issue                                                                                                                                                                            29.2%
          GVS: first company listed on the Italian stock market (MTA) in 2020. Second                                                                                                                             25.0%

                                                                                                                                                                                                                                                                                   total deals priced
          largest IPO in Europe and among top 25 globally since Covid-19 virus
                                                                                                                                                                                                                           20.8%   20.8%
          outbreak. Books 6x oversubscribed at final IPO price
                                                                                                                                                                                                                                           16.7%   16.7%
          Mediobanca continued on its path to increase its international presence,
          leading – among others – EDP’s Green Hybrid transaction and Santander’s
          inaugural green bond, as well as the Cellnex Rights Issue and Convertible                                                                                                                                                                        8.3%    8.3%
          Bond
          Mediobanca has been awarded the “best Italian ECM bank of the year”
          prize by Global Capital for the fourth year in a row and was recognized as
          the best Equity House for US, UK and European funds who want to access top                                                                                                      MB       GS     BofA     IMI     UCG      Citi   JPM     HSBC    UBS      UBI
          Italian issuers

  Selected DCM Transactions                                                                 since July 2019                                                                              DCM Italy FY20 (Bookrunner)
                         May 2020       Social Housing February 2020                        January 2020                      October 2019                        September 2019
                                        Bond
                                                                                                                                                                                          25.9%

                                                                                                                                                                                                                                                                           # of deals priced as percentage of
                                                                                                                                                         Tender offer on:
                                                                                                                                                £ 495m 6.416% callable in Feb-2022
                                                                                                                Inaugural Green Bond:
        Senior dual-tranche:                                                           € 750m                                                   € 750m 10.125% callable in Jul-2022
                                                                                                                        € 1,000m
              € 1,000m
          1.250% May 2026
                                                  € 750m
                                       1.000% Senior Unsecured Bond
                                                                                  1.700% 60.5NC5.5               Senior Preferred Bond
                                                                                                                                               € 1,250m 7.750% callable in Dec-2022
                                                                                                                                                                                                  19.8%
                                             due February 2030
                                                                                 Green Hybrid Bond               0.300% October 2026                   Inaugural Green issue:
                                                                                                                                                                                                          18.3%

                                                                                                                                                                                                                                                                                   total deals priced
              € 1,000m                                                              due July 2080                                              € 750m Subordinated Tier 2 Bullet Notes
          2.000% May 2031                                                                                                                            2.124% due October 2030

          Joint Bookrunner
                                               Joint Bookrunner                   Joint Bookrunner                  Joint Bookrunner
                                                                                                                                                  Dealer Manager & Joint
                                                                                                                                                        Bookrunner
                                                                                                                                                                                                                  16.2%
                                                                                                                                                                                                                           14.2%
                                                                                                                                                                                                                                   13.2%
Selected ECM Transactions                                                               since July 2019                                                                                                                                    12.2%   12.2%   11.7%
                                                                                                                                                                                                                                                                   10.7%
Italy                          2020   Italy                       2020   Italy                       2020   Italy                      2019   Spain                             2019

              € 500m                               € 46m                              € 562m                           € 300m                             € 2,500m
                                                                                                                                                         Rights Issue
        Convertible Bond                            ABB                                 ABB                          Rights Issue
                                                                                                                                                       € 850m
                                                                                                                                                   Convertible Bond
        Joint Bookrunner                      Joint Bookrunner                   Joint Bookrunner                    JGC & JBR                      Joint Bookrunner                      UCG       IMI    BNP    SocGen    MB     CASA     JPM     BAR     GS      BofA

  44               Source: Dealogic, Bond Radar as of June 2020 – No self deals
AGENDA

1.   MB Group profile

     a)   Group KPIs

     b)   Wealth Management

     c)   Consumer Banking

     d)   Corporate & Investment Banking

     e)   Principal Investing

Annex

1.   2020 Group figures by divisions
PRINCIPAL INVESTING
                                           RATIONALE & OPPORTUNITIES
Principal Investing                                                                                                      Section 1.e

                                          AG: high-quality investment (A-rated by Fitch) with sound financial performance:
                                            AG BP 2018-21 targets: EPS CAGR range +6-8%; payout range 55-65%
                                            Consensus:¹ steady growth in net profit (4YCAGR 2019-23: +2%)

                                                Investment rationale:
                                                   EPS accretive, revenues stabilizer, ROAC above cost of capital
                Principal                          Strong value option as a readily available K-source for potential business
                Investing                          growth and transactions

                                          Fully integrated in MB Group diversified business model by
                                            Revenue source (insurance business)
                                            Capital source (re-deployable in banking business when needed)

46     1) Consensus as at November 2019
PI: SOURCE OF REVENUE AND CAPITAL
Principal Investing                                                                                                             Section 1.e

               PI EQUITY EXPOSURE                                                            Assicurazioni Generali

                                                            REVENUES/EPS STABILIZER                           PROFITABLE INVESTMENT
                                                                                                                 Double-digit ROAC1
                                                          AG contribution to         AG contribution to
Book Value (as at June 2020, € bn)                         Group revenues             Group net profit

                                                                                                               11%      11%       11%

            Ass.Generali                                                               35%
                 3.2
                                                                   12%
                                                                                                               FY16     FY19     BP23T

                                Other
                             investments
                                 0.7                               CAPITAL-ACCRETIVE
                                                                                                                READILY AVAILABLE
                                                               with significant revenue
                                                                      contribution                               CAPITAL-SOURCE
                                                                                                                for scale acquisitions
                                                            AG revenues pro-rata €m
                                                                                         320     304
                                                            255      264       280                                 NO PRESSURE
                                                                                                                 FROM REGULATION
                                                                                                           (Danish Compromise extended)

                                                            FY16     FY17      FY18     FY19    FY20

      1)   Fully loaded, i.e. without Danish Compromise
47
AGENDA

1.   MB Group profile

     a)   Group KPIs

     b)   Wealth Management

     c)   Consumer Banking

     d)   Corporate & Investment Banking

     e)   Principal Investment

Annex

1.   2020 Group figures by divisions
12M RESULTS BY DIVISION AS AT 30 JUNE 20
 12m figures as at June 20                                                                            Annex 1

                                          Wealth     Consumer               Principal      Holding
               12m- June20 (€m)                                  CIB                                  Group
                                        Management    Banking               Investing     Functions
Net interest income                        271         948       271           (7)           (55)     1,442
Net treasury income                         7           —        78            16            38        136
Net fee and commission income              306         123       226           —             11        630
Equity-accounted companies                  —           —         —           304            —         304
Total income                               584         1,071     575          313            (7)      2,513
Labour costs                               (237)       (102)    (141)          (3)          (117)     (599)
Administrative expenses                    (214)       (201)    (135)          (1)          (56)      (590)
Operating costs                            (451)       (303)    (276)          (4)          (173)     (1,189)
Loan loss provisions                       (21)        (325)     (20)          —             (10)     (375)
Provisions for other financial assets       (1)         —         (4)          (11)          (6)       (21)
Other income (losses)                       2           (5)             —             —      (64)     (133)
Profit before tax                          114         438       275          298           (259)      795
Income tax for the period                  (33)        (141)     (92)          (3)           76       (191)

Minority interest                           (1)         —         (2)          —             (1)
                                                                                                       (4)
Net profit                                  80         297       181          295           (184)      600

Customer loans                            13,184      13,037    18,644         —            1,820     46,685
RWAs                                       4,952      11,801    20,028        8,122         3,128     48,030
No. of staff                               2,021       1,441     630           11           817       4,920

 49
INVESTOR CONTACT DETAILS

                      Mediobanca Group
                        Investor Relations

              Piazzetta Cuccia 1, 20121 Milan, Italy

     Jessica Spina                 Tel. no. (0039) 02-8829.860
     Luisa Demaria                 Tel. no. (0039) 02-8829.647
     Matteo Carotta                Tel. no. (0039) 02-8829.290
     Marcella Malpangotto          Tel. no. (0039) 02-8829.428

           Email: investor.relations@mediobanca.com

                     http://www.mediobanca.com

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