General Meeting 28 October 2025

General Meeting 28 October 2025

MINUTES
14 11 2025 - Minutes of ordinary General Meeting held on 28 October 2025

NOTICE OF MEETING
10 10 2025 - Proposed resolutions AGM 28 October 2025
10 10 2025 - Addition to the Agenda AGM 28 October 2025
10 10 2025 - Notice of meeting 28 October 2025 revised version
07 10 2025 - List for the appointment of the Board of Directors of Mediobanca
26 09 2025 - Notice of meeting - Documentation filing for AGM to be held on 28 October 2025
18 09 2025 - Notice of meeting - Ordinary General Meeting 28 October 2025
18 09 2025 - Excerpt from Notice of Meeting for Ordinary Meeting of October 28, 2025

PRESS RELEASE
28 10 2025 - Summary account of the votes (art.125-quarter, paragraph No. 2, Legislative Decree No. 58/98)
28 10 2025 - Mediobanca Annual General Meeting and Board of Directors’ Meeting - Vittorio Umberto Grilli appointed as Chairman; Alessandro Melzi d’Eril appointed Chief Executive Officer
Agenda
1. Financial statements as at 30 June 2025, Board of Directors’ review of operations and external auditors’ report; report by the Statutory Audit Committee
- Mediobanca individual and consolidated financial statements for the year ended 30 June 2025
- Mediobanca individual and consolidated financial statements for the year ended 30 June 2025 (ESEF)
- Statutory Audit Committee’s Report as required under Article 153 of Italian Legislative Decree 58/98
2. Group Remuneration Policy and Report, FY 2025-26; Annual performance share scheme;

   a. Group Remuneration Policy and Report: Section I – Mediobanca Group Remuneration Policy FY 2025-26

   b. Group Remuneration Policy and Report: resolution not binding on Section II – Group Remuneration Report FY 2024-25

   c. 2025-26 incentivization system based on financial instruments - Annual performance share scheme

3. Appointment of Board of Directors for 2026-28 three-year period
4. Appointment of PriceWaterhouseCoopers S.p.A. (“PwC”) to perform the statutory audit and the limited review of the Sustainability Report of Mediobanca – Banca di Credito Finanziario Società per Azioni (“Mediobanca”) respectively for the 2026-2034 period and for the 2026-2028 period, subject to the consensual early termination of the statutory audit and of the limited review of Mediobanca’s Sustainability Report engagements currently entrusted to EY S.p.A. for the financial years 2022-2030.

   - Request by BMPS for additional item to be included on the agenda pursuant to Article 126-bis of the Italian Finance Act

   - Report of the Board of Directors pursuant to Article 126-bis TUF; opinion and reasoned proposal of the Statutory Audit Committee

List and proposals for resolution – item 3) on the agenda