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MB Group
30 June 2015
2
Mediobanca Banking Group
Mediobanca is the leading Italian player in Corporate & Investment Banking, Consumer
Finance and Online Banking
For over 60 years we have helped our clients grow, offering
high-quality advisory services and providing finance in all its
various forms, from more traditional bank credit to the most
sophisticated solutions available on capital markets
Today Mediobanca is:
 the leading Italian investment bank, with operations in
lending, advisory and capital market services and branches
in Frankfurt, Istanbul, London, Madrid, Mexico City,
Moscow, New York, and Paris
 a top player in consumer credit in Italy
 a prominent multi-channel retail bank with CheBanca!, set
to become the leading digital Italian bank
Revenues: €2.0bn
Net profit: €590m
ROE adj.2: 7%
C/I ratio: 41%
Total assets: €53bn
Loan book: €33bn
AUM3: €35bn
No. of staff: 3,790
CETI B3 phased-in: 12.0%
CETI B3 fully phased:13.2%
S&P rating: BBB-
Fitch rating: BBB+
DPS: €0.25
Stated payout: 36%
Loan/funding ratio: 77%
Market cap.4: €8.5bn
Key financial information1
1) Figures as at June-end 2015 (annual period)
2) Profit/losses from AFS disposals, impairments and positive one-off items excluded
3) Including Cairn Capital AUM
4) As at 10 August 2015
1.628
1.819
2.045
June13 June14 June15
Revenues (€m)
(176)
465
590
June13 June14 June15
Net profit (€m)
6% 6%
7%
June13 June14 June15
ROE adjusted2
3
History and mission
Supporting corporate and private customers with a unique culture since the 1950s
Founded in 1946 by three state-owned banks (Comit, Credit and Banco di Roma), Mediobanca’s mission was initially to support
the rebuilding of Italian industry.
In performing such a pivotal role, Mediobanca became close to the most important Italian industrial families, supporting the
growth of their businesses also through equity investments. Mediobanca worked with Italian corporates in their restructuring,
privatization and internationalization processes, easing their access to capital markets.
Mediobanca also pioneered also retail/mid-corporate banking activities, entering the consumer credit sector with Compass
(1960), leasing with Selma (1970), residential mortgages with Micos (1992) and private banking with Banca Esperia (2001) and
CMB (2003).
Listed since 1956, Mediobanca was privatized in 1988. The banking shareholders reduced their stake to 25%, entering into a
shareholder agreement with some industrial corporates holding another 25%. The agreement is still alive today, but with a
reduced weight (roughly 30%) compared to the past and an higher presence of institutional investors (~35% of the capital).
Since 2003, the current management team has focused the corporate strategy on banking activities, concentrating on:
 Global CIB operations: offices have been opened in Paris (2004), New York (2006), Madrid (2007), Frankfurt (2007), London
(2008), Istanbul (2013) and Mexico City(2015)
 Growing retail and consumer credit operations: in 2008 Compass doubled its size with the acquisition of Linea, thus
catching up with the top three consumer lending Italian players; in same year the multi-channel digital bank CheBanca was
set up, which quickly rose in importance as a deposit and asset gatherer in the domestic market
 Entering alternative AM business with the acquisition of the London based credit specialist Cairn Capital in 2015
In the meantime Mediobanca has actively managed its equity portfolio, selling off cross-shareholdings, exiting shareholder
agreements and disposing of non-strategic stakes.
4
Mediobanca shareholders’ structure
Mediobanca shareholders’ agreement1Institutional investors by region
Mediobanca Shareholders
1) Expiring in December 2015.
United States
30%
United
Kindom
27%
France
8%
Netherlands
5%
Italy
7%
Rest of
Europe
7%
Rest of the
world
16%
Unicredit
8.6%
Financière
du Perguet
(Bollorè)
7.9%
Mediolanum
3.4%
Edizione
(Benetton)
2.2%
Pirelli & C.
1.8%
FINPRIV
1.7%
Italmobiliare
1.6%
Fininvest
1.0%
Other <1%
3.8%
Core
Shareholders
31%
Institutional
Investors
39%
Retail Investors
30%
5
Business model
Mediobanca Group
Principal
Investing (PI)
Retail and Consumer
Banking (RCB)
Corporate & Investment
Banking (CIB)
Wholesale Banking
 Lending
 Advisory
 Capital markets
Ass.Generali (13.2%)
Retail banking
Consumer credit
Private banking/
Asset management
Corporate Centre
Leasing
Revenues1: 776m (37%)
Headcount: 900 (24%)
C/I ratio: 50%
ROAC adj.2: 8%
NII: 251 (22%)
Loan book: 14.6bn (44%)
RWA: 33.4bn
AUM³: 31.8 bn
Revenues1: 1,008m (48%)
Headcount: 2,481 (65%)
C/I ratio: 44%
ROAC adj.2: 11%
NII: 833 (73%)
Loan book: 15.5bn (47%)
RWA: 12.2bn
AUM: 2.9 bn
Revenues1: 254m (12%)
Headcount: n.m.
C/I ratio: n.m.
ROAC adj.2: 22%
Equity BV: 4.4bn
RWA: 11.7bn
Revenues1: 64m (3%)
Headcount: 409 (11%)
C/I ratio: n.m.
ROAC adj.2: 2%
NII: 55 (5%)
Loan book: 2.8bn (8%)
RWA: 2.4bn
Figures as at June-end 2015 (annual period)
1) Revenues by division; % of total aggregated revenues (gross of intercompany items)
2) Profit/losses from AFS disposals, impairments and positive one-off items excluded
3) Including Cairn Capital AUM
AFS stake ptf
Banking businesses Equity holding
6
Divisional rationale
Mediobanca Group
Principal
Investing (PI)
Retail and Consumer
Banking (RCB)
Corporate & Investment
Banking (CIB)
Wholesale banking
Retail banking
Consumer credit
Private banking
MAAM (setting up)
 Specialized business
 Resilient source of revenues,
with low K absorption
 Business synergic with CIB
 Business run since 1960s
 Specialized business with
high entry barriers
 Revenue stabilizer, group NII
flywheel, high profitability
 High credit risk
fragmentation
 Mission/investments
inherited from the past
 AG stake: revenues/EPS
stabilizer – profitable
investment
 AFS stake portfolio: no
longer core business
 Low capital intensive
business, competence driven
 Fee-based recurrent business
(non-proprietary)
 “Solutions” business (large
scale not always needed)
 Setting up through
acquisitions of small-size
asset management
businesses
 focused on alternative
asset classes
 serving institutional
investors
 with strong management
teams and track records
 scalable operational
infrastructure
Banking businesses Equity investment
 Historical Mediobanca DNA
 Niche/specialized business
 High profitable but cyclical
business
 Diversified and balanced
revenue pool
 Open, effective, innovative,
multi-channel distribution
platform set to become
leading digital bank
 Diversification of Group
funding sources
 Resilient source of revenues
Asset management
7
AG 6%
Treasury
& AFS
28%
Loans
62%
Equity
17%
Funding
80%
Asset Liabilities
Liquidity
8%
IT
Govies
34%
Other
Govies
9%
Corporate
Bonds
36%
Equity
13%
Bonds to
institutional
20% Bonds to
retail
26%
Retail
deposits
23%
PB deposits
6%
Other
4%
ECB
13%
Banks
9%
 Loans by customer: 50% corporate, 50% retail
 Loans by geography: 77% Italy, 23% non domestic
 Funding: 55% from retail investors (26% bonds to retail, 23% CB! deposits and 6% PB deposits)
Mediobanca A&L structure
Balance sheet as at June 2015
Private
Banking
3%
Consumer
lending
33%
Large
corporate
42%
Mortgages
14%
Leasing
9%
Total: €53.2bn
€42.7bn
€14.8bn
€32.9bn
B3 CET1phased-in: 12.0%
B3 CET1fully phased: 13.2%
B3 Leverage ratio phased-in: 11.0%
B3 Leverage ratio fully phased: 12.0%
NSFR well above 100%
NPLs/loans: 3.5%
NPLs coverage: 53%
Bad loans/loans: 0.8%
Bad loans coverage: 66%
Loans/
Funding:
77%
8
665
LLP
533
Costs
847
Total income Costs an LLP PBT adj.
Wholesale
banking
31%
Private
banking
6%
Consumer
finance
40%
Retail
banking
8%
Principal
Investing
12% Leasing
3%
Mediobanca P&L structure
Profit and Loss as at June 2015
Cost/
income
41%
Figures by division: % of total aggregated revenues (gross of intercompany)
Profit/losses from AFS disposals, impairments and positive one-off items excluded
2,045
€2.0bn
NII
56%
Fees
23%
Trading
10%
Equity
acc.co.
11%
CIB
47%
RCB
17%
PI
36%
€2.0bn
€665m
 Revenues by client: 54% retail/private, 46% corporate/PI
 Banking revenue by geography: 80% Italy, 20% Europe
 PI revenues largely represented by 13% stake in Ass. Generali, which is equity accounted
Comp ratio: 20%
Other expenses ratio: 21%
Cost of risk: 168bps
9
Italy 55%
Germany 5%
France 5%
UK 24%
Spain 6%
Other 5%
Lending
33%
CapMkts
48%
M&A 19%
Trading
20%
NII
40%
Fees
39%
Wholesale banking
Revenue by product (2013-15 avg.)Leading investment bank in Italy ...
Revenue by country (2013-15 avg.)
€578m
45%
non-
Italian
Non-domestic countries largely covered by local IB and
bulge-bracket firms
Core Europe: mature but very large corporate market in
which MB has a sub-optimal market share
Even “small bites of the big cake” have material impact on
the relatively small-size MB balance sheet
... with an improving European footprint
Unique positioning in Italy:
 leader in M&A and ECM (1st in 2001-15 cumulative
ranking by value and number of deals1);
 sizeable market share also in lending and DCM
Recognized and trusted brand with strong history, culture
and corporate identity
Wide expertise and track record in Italian corporate world
with client relations-driven approach
€578m
Source: Thomson Financial, Dealogic, deals completed, “any Italian involvement”
Mission: to be recognized as high-quality specialized operator
10
GS
JPM
BOFA
CS
UBS
BNP
SG DB
4000 9000 14000 19000 24000 29000
MEDIOBANCA
LAZARD
INVESTEC
ROTHSCHILDGREENHILL
EVERCORE
150 650 1150 1650
MEDIOBANCA
LAZARD
INVESTEC
ROTHSCHILD
GREENHILL
EVERCORE
150 650 1150 1650
MCQUARIE
80% customer-driven business, efficient structure
 Cost/income ratio: <50%
 Healthy balance sheet
 Good asset quality
100%
80%
60%
40%
20%
0%
JEFFERIES
Trading % on
IB revenue
Revenue
size
GS
JPM
BOFA
CSUBS
BNP
SG
DB
4000 9000 14000 19000 24000 29000
100%
80%
60%
40%
20%
MCQUARIE
JEFFERIES
Cost/income
ratio Revenue
size
 Focus on solutions vs flow
business
 80% revenues customer-
driven (NII+fees)
Customer-driven/tailor-
made business
Efficient structure
11
Wholesale banking: international operations
 International presence since 2004 with branches in Paris,
New York, Frankfurt, Madrid, London, Istanbul and
Mexico City.
 London as a hub for global investment banking coverage
activity
International operations Mediobanca CIB geographical footprint
Spain and
Portugal Italy, Greece, Turkey
UK, Ireland & Nordics
France, Belux &
MENA
Central Eastern
Europe
 Focus on a synergic approach between industries,
products and countries
 Visible positioning in EMEA investment banking market
 Non-domestic revenues at 46% of total WB revenues
 Lean structure (183 bankers, 28% of WB) with low
cost/income ratio
June13 June14 June15
Total income (€m) 222 258 298
% WB 35% 56% 46%
PBT (€m) 112 166
% WB 40% Nm
Loans (€bn) 5.7 5.4 7.0
% WB 37% 43% 51%
Headcount (n.) 125 141 183
Cost/income ratio 39% 35%
12
Private banking
Private banking: KPIs (€m)
CMB - Leading financial institution in
Principality of Monaco
Founded in 2001, highly synergic with CIB operations
Top-ranked in Italy as specialist player for UHNWIs
AUM €17.6bn, breaking down as follows:
 72% private investors, 28% institutional
investors
 50% managed, 50% administered
Distribution network: 80 bankers, 12 branches in Italy
Banca Esperia - 50% partnership with
Mediolanum
CMB: stake since 1989, fully owned since 2004
Leading financial institution in Principality of Monaco,
with around 10% market share
AUM €7.8bn, breaking down as follows:
 mainly private investors
 35% managed assets, 65% administered
Distribution network: 43 bankers
* Excluding one-off items
Private banking: AUM trend (€bn)
6.7 7.3 7.8
7.1
7.7
8.8
FY13 FY14 FY15
13.8
15.0
+7%
+14%
+9%
+8%
+9%
+11%
CMB
Banca
Esperia
(50%)
€m FY13 FY14 FY15
Revenues 138 140 132
--of which fees 70 78 84
Cost/income ratio 63% 60% 69%
Net profit 41 51 36
16.6
13
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
Without bank
relations
Low mass
(0-25k)
Mass
(25-50k)
Low affluent
(50-100k)
Top affluent
(100-250k)
Low private
(250-500k)
HNWI*
(500-1500k)
V+U HNWI**
(> 1500k)
MB Retail & Consumer: distinctive and value-driven positioning
Unbanked/Under-banked Target
Private banking
Asset management
 Payment accounts
 Pre-paid cards
 Personal loans
* High Net Worth Individual
** Very + Ultra High Net Worth Individual
 Current accounts
 Time deposits/gov’t bonds
 Point-of-sale loans
 Current accounts
 Asset management
 Equity
 Total return AM
 Property management
 Best-in-class consultancy
Divisional retail banks
Customer distribution vs asset s (%, €, aged 18+)
2.4m
current
customers
0.5m current customers
Source: Compass elaboration on ABI data
Family banking (4.7m) Private banking (0.8m)
Products
Mass banking (17.2m)No/early banking (28.3m)
14
-11.7%
-5.3%
2.5%
12.4%
-5.9%
8.2%
10.3% 8.8%
10.0%
11.4%
12.3%
11.6%
-5,0%
-3,0%
-1,0%
1,0%
3,0%
5,0%
7,0%
9,0%
11,0%
13,0%
15,0%
-20,0%
-10,0%
0,0%
10,0%
20,0%
30,0%
40,0%
2012 2013 2014 IH15
Market growth (YoY) Compass growth (YoY)
Salary guar.
6%
Cars
10%
Special
pourpose
13%
Credit cards
19%
Personal
loans
52%
By product
Consumer lending – Compass
New loans YoY trend, Compass market share
(6m June15)
Compass new loans (12m June15)
With 2.4 million customers, a loan stock of more than
€10bn and new loans totalling €6bn, Compass is a
leading Italian consumer lending player (12% market
share)
With the acquisition of Linea in 2007, Compass
achieved its current distribution platform based on 164
Compass branches and a variety of distribution
agreements with banks (around 7,000 bank branches,
almost the largest network in Italy), post offices, car
retailers and other retailers.
Source: Assofin
€6.2bn
Compass: the Italian market leader
Compass
Branches
33%
Post & Bank
branches
36%
Partnerships
9%
Car
retailers
10%
Other
retailers
11%
By channel
€6.2bn
Top 5 Italian players
(6M15 Assofin)
Mkt share
New loans
(€bn)
Y.o.Y
Unicredit 12.8% 3.3 +31%
Compass 11.6% 3.0 +9%
Findomestic 11.1% 2.9 +11%
Agos Ducato 10.7% 2.8 +8%
Intesa 8.3% 2.2 +32%
Total market 100% 26.0 +12.4%
15
Retail banking – CheBanca!
CheBanca! positioning (distribution mix/product focus)
1. Best Italian online bank according to Istituto Tedesco Qualità e Finanza for Corriere Economia, May 2015 –
Customer Satisfaction
CheBanca!: the Mediobanca multi-
channel retail bank
Launched in 2008 with a focus on deposit
gathering to diversify group funding.
CheBanca! today offers a full range of
banking, saving and investment products.
Best Italian online bank in 2013, 2014 and
20151
Awarded at the Superbrands Awards 2015
as one of the most valuable brands in Italy
Multi-channel distribution platform: web,
call centre and branches
Customer-centred service with distinctive
offering: transparent, high standardized,
price-efficient products
Affluent customer base (520k)
Product focus
Pure on-line
Distribution mix
multi-channel
Investment
(AUM>50% total asset)
Banking
(Deposits>60% total asset) ING Direct Ita
IW Bank
Fineco
Banca Generali
Mediolanum
Banca Fideuram
Term
deposits
5.5
Sight
deposits
4.1
Indirect
deposits
2.9
Customer deposits breakdown (June 2015)
Securities
0.5
MB bonds
0.4
AM funds
0.9
Insurance
products
1.0
€12.5bn
Trading
(AUC>45% total asset)
BinckBank
Boursorama
Comdirect
Deutsche
Kreditbank
16
Setting up MAAM with Cairn Capital acquisition
 First step in MAAM set up, starting
from credit asset class: good fit with
MB DNA , high synergies with CIB
business (sharing product capabilities,
customer base, distribution)
 Set up in 2004, Cairn is an asset
specialist with $5.6bn AUM and $9.1bn
AUA: strong skills and experience
across wide credit products spectrum
 Strong reputation and management
team with robust institutional
relationships and previous CIB
experience
 Based in London, 60 employees;
presence in Greenwich (US). Scalable
operational infrastructure
 Deal announced in August 2015, to be
completed by year end
Cairn KPIs
 Growth acceleration potential from MB institutional roof, brand and
balance sheet capabilities. Senior management to maintain key roles
 Material revenue synergy opportunity from the combination of Cairn
Capital with MB:
 Seed capital and distribution
 Sourcing and origination of new loans
 Leveraging on MB CIB business, e.g. restructuring, real estate
advisory, debt and solution business
$2.1bn AUM $9.1bn
Assets under
Advisory
$3.5bn AUM  Real estate
debt advisory
and
restructuring
 Real estate
new financing
Discretionary
Asset
Management
L/T Portfolio
Advisory
Legacy
Asset
Management
Real Estate
Advisory Services
Cairn Capital Platform
17
Mediobanca gaining more visibility in AUM world
MB AUM trend by business (€bn, June 2015)
7.8
8.8
2.2
2.9
13.0
CMB Banca Esperia (50%) Spafid CheBanca! Cairn Total MB Group AUM
€35bn
 MB gathering roughly €35bn AUM, with different brands, customers, distribution and products:
 ~ €19bn related to private banking customers of Compagnie Monégasque de Banque, Spafid and Banca Esperia
 ~ €3bn related to mass/affluent customers of CheBanca!
 ~ €13bn related to institutional mandates of Cairn Capital (asset management and advisory)
18
Principal investing portfolio
Equity exposure: market value and book value
(€bn, June15)
Assicurazioni Generali (13.2% )
AG
unrealized
gain
0.2
AFS stakes
1.1
Ass.Generali
3.3
Total market value: €4.6bn
Total BV: €4.4bn
 Disposals since FY13 totalling €1.1bn with €0.3bn cap gains (business plan targets: €1.5bn in 3Y)
 Further reduction by €1.0bn planned in FY16: €200m disposals in AFS stakes and ~750m BV of Ass.Generali (stake
from 13% to 10%)
 Profitable investment (RoBV: 7%, ROAC: 23%)
 Revenues/EPS stabilizer for MB Group
 K-accretive (€220m revenues in FY15)
 Source of capital (disposal of 3pp scheduled in
FY16)
19
Full year financial results by division as at 30/6/15
(€ m)
Corporate & Private
Banking
Principal
Investing
Retail &
Consumer
Banking
Corporate centre Group
Net interest income 251 - 833 55 1,143
Net treasury income 182 30 - - 207
Net fee and commission income 343 - 175 9 472
Equity-accounted companies - 224 - - 224
Total income 776 254 1,008 64 2,045
Labour costs (230) (9) (158) (32) (419)
Administrative expenses (155) (2) (291) (25) (428)
Operating costs (385) (11) (448) (57) (847)
Gains (losses) on equity AFS 3 123 - - 126
Loan loss provisions (75) - (443) (15) (533)
Provisions for other financial assets - (21) - - (20)
Other income (losses) (3) - - (14) (14)
Profit before tax 316 345 116 (22) 757
Income tax for the period (123) (10) (36) 1 (164)
Minority interest - - - (3) (3)
Net profit 193 335 80 (24) 590
Treasury, AFS and HTM 16,828 1,085 9,213 139 14,777
Equity investments - 3,318 - - 3,411
Loans and advances to customers 25,121 - 15,512 2,761 32,890
of which to Group companies 10,015 - n.m. n.m. n.m.
Funding (39,034) - (23,731) (2,794) (42,711)
RWAs 33,376 11,672 12,160 2,370 59,577
No. of staff 1,034 * - 2,481 409 3,790
* Includes 134 staff employed by Banca Esperia pro-forma, not included in the Group total.
20
Business plan 2014/16: goals and actions
Reducing equity exposure and optimizing use of capital
Investing in banking businesses, chiefly in fee-generating and capital-light ones
Improving assets profitability, maintaining risk and quality control
Mediobanca aims to be:
a simpler, more valuable banking group
focused on three growing, highly specialized banking businesses
delivering a sustainable profitability over the cycle
by:
1
2
3
21
2016 main targets by division
Mediobanca Group
Principal
Investing (PI)
Retail and Consumer
Banking (RCB)
Corporate & Investment
Banking (CIB)
Retail banking
Consumer credit
MAAM1
Revenues €1bn, CAGR +10%
o/w 45% non-domestic
ROAC = 12-13%
Loans up to €11bn, CAGR +4%
ROAC = 13-14%
Reduce equity exposure by
€2bn o/w 3pp AG stake
Redeploy capital into banking
business
Revenues up to 15%
of Group banking
revenue in 5Y
Banking businesses Equity holding
Revenues €1bn, CAGR +7%
Chebanca! at break-even
ROAC = 10-11%
1) MAAM contribution not included in BP targets
Total deposits up to €14bn,
CAGR +5%
Direct deposits: from €12bn
to €10bn
AUM: from €1bn to €4bn
Asset Management
Private banking
Wholesale Banking
Enlarge customer base
Enhance international reach
Complete product mix
Reduce K needs
CMB: enhance distribution
and product range
Esperia: improve profitability,
cost management
Reduce equity exposure by €2bn
Resume banking revenues growth: €2.1bn, CAGR +10%
ROE up to 10-11%
CET1: 11-12%
Payout 40%
Mediobanca Group
22
Revenues, capital absorption and ROAC* trend by business
CIB
CheBanca!
Compass
PB/WM
-15%
-10%
-5%
0%
5%
10%
15%
20%
25%
30%
 CIB * less K-intensive
* more international
* improving ROAC
 Compass * manage leadership
* preserve ROAC
 CheBanca! * establish leadership
* boost revenues
* reach breakeven
 WM/PB * more K allocated
* higher contribution
* K absorbed = 8% RWAs
K absorption
ROAC
Last 3Y avg revenues Medium term revenue projection
MB Group
higher profitability
from smaller balance sheet
Growing and profitable banking businesses
23
Prices and performance at year end
Market performance (30/06/2012 - 10/08/2015)
 Price (as at 10 August 2015): €9.75
 52-week high: €9.9
 52-week low : €6.0
 No. of shares outstanding: 867m
 Market Cap (as at 10 August 2015): €8,457m
Key market data
2
3
4
5
6
7
8
9
10
11
giu-12
lug-12
ago-12
set-12
ott-12
nov-12
dic-12
gen-13
feb-13
mar-13
apr-13
mag-13
giu-13
lug-13
ago-13
set-13
ott-13
nov-13
dic-13
gen-14
feb-14
mar-14
apr-14
mag-14
giu-14
lug-14
ago-14
set-14
ott-14
nov-14
dic-14
gen-15
feb-15
mar-15
apr-15
mag-15
giu-15
lug-15
MB 180.7% EU Banks 75.2% ITA Banks 145.6%
30/06/12 30/06/13 30/06/14 30/06/15
Price (€) 3.5 4.0 7.3 8.8
Performance
(%, to 30/06/15)
153.2% 119.9% 20.8% -
Market Cap (€m) 2,992 3,445 6,271 7,627
EPS (€) 0.09 neg. 0.54 0.68
DPS (€) 0.05 - 0.15 0.25
BVPS (€) 7.5 8.1 8.6 9.4
P/TBV 0.5x 0.5x 0.9x 1.0x
P/E 37.0x neg. 13.5x 12.9x

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Group profile as at 30 June 2015

  • 2. 2 Mediobanca Banking Group Mediobanca is the leading Italian player in Corporate & Investment Banking, Consumer Finance and Online Banking For over 60 years we have helped our clients grow, offering high-quality advisory services and providing finance in all its various forms, from more traditional bank credit to the most sophisticated solutions available on capital markets Today Mediobanca is:  the leading Italian investment bank, with operations in lending, advisory and capital market services and branches in Frankfurt, Istanbul, London, Madrid, Mexico City, Moscow, New York, and Paris  a top player in consumer credit in Italy  a prominent multi-channel retail bank with CheBanca!, set to become the leading digital Italian bank Revenues: €2.0bn Net profit: €590m ROE adj.2: 7% C/I ratio: 41% Total assets: €53bn Loan book: €33bn AUM3: €35bn No. of staff: 3,790 CETI B3 phased-in: 12.0% CETI B3 fully phased:13.2% S&P rating: BBB- Fitch rating: BBB+ DPS: €0.25 Stated payout: 36% Loan/funding ratio: 77% Market cap.4: €8.5bn Key financial information1 1) Figures as at June-end 2015 (annual period) 2) Profit/losses from AFS disposals, impairments and positive one-off items excluded 3) Including Cairn Capital AUM 4) As at 10 August 2015 1.628 1.819 2.045 June13 June14 June15 Revenues (€m) (176) 465 590 June13 June14 June15 Net profit (€m) 6% 6% 7% June13 June14 June15 ROE adjusted2
  • 3. 3 History and mission Supporting corporate and private customers with a unique culture since the 1950s Founded in 1946 by three state-owned banks (Comit, Credit and Banco di Roma), Mediobanca’s mission was initially to support the rebuilding of Italian industry. In performing such a pivotal role, Mediobanca became close to the most important Italian industrial families, supporting the growth of their businesses also through equity investments. Mediobanca worked with Italian corporates in their restructuring, privatization and internationalization processes, easing their access to capital markets. Mediobanca also pioneered also retail/mid-corporate banking activities, entering the consumer credit sector with Compass (1960), leasing with Selma (1970), residential mortgages with Micos (1992) and private banking with Banca Esperia (2001) and CMB (2003). Listed since 1956, Mediobanca was privatized in 1988. The banking shareholders reduced their stake to 25%, entering into a shareholder agreement with some industrial corporates holding another 25%. The agreement is still alive today, but with a reduced weight (roughly 30%) compared to the past and an higher presence of institutional investors (~35% of the capital). Since 2003, the current management team has focused the corporate strategy on banking activities, concentrating on:  Global CIB operations: offices have been opened in Paris (2004), New York (2006), Madrid (2007), Frankfurt (2007), London (2008), Istanbul (2013) and Mexico City(2015)  Growing retail and consumer credit operations: in 2008 Compass doubled its size with the acquisition of Linea, thus catching up with the top three consumer lending Italian players; in same year the multi-channel digital bank CheBanca was set up, which quickly rose in importance as a deposit and asset gatherer in the domestic market  Entering alternative AM business with the acquisition of the London based credit specialist Cairn Capital in 2015 In the meantime Mediobanca has actively managed its equity portfolio, selling off cross-shareholdings, exiting shareholder agreements and disposing of non-strategic stakes.
  • 4. 4 Mediobanca shareholders’ structure Mediobanca shareholders’ agreement1Institutional investors by region Mediobanca Shareholders 1) Expiring in December 2015. United States 30% United Kindom 27% France 8% Netherlands 5% Italy 7% Rest of Europe 7% Rest of the world 16% Unicredit 8.6% Financière du Perguet (Bollorè) 7.9% Mediolanum 3.4% Edizione (Benetton) 2.2% Pirelli & C. 1.8% FINPRIV 1.7% Italmobiliare 1.6% Fininvest 1.0% Other <1% 3.8% Core Shareholders 31% Institutional Investors 39% Retail Investors 30%
  • 5. 5 Business model Mediobanca Group Principal Investing (PI) Retail and Consumer Banking (RCB) Corporate & Investment Banking (CIB) Wholesale Banking  Lending  Advisory  Capital markets Ass.Generali (13.2%) Retail banking Consumer credit Private banking/ Asset management Corporate Centre Leasing Revenues1: 776m (37%) Headcount: 900 (24%) C/I ratio: 50% ROAC adj.2: 8% NII: 251 (22%) Loan book: 14.6bn (44%) RWA: 33.4bn AUM³: 31.8 bn Revenues1: 1,008m (48%) Headcount: 2,481 (65%) C/I ratio: 44% ROAC adj.2: 11% NII: 833 (73%) Loan book: 15.5bn (47%) RWA: 12.2bn AUM: 2.9 bn Revenues1: 254m (12%) Headcount: n.m. C/I ratio: n.m. ROAC adj.2: 22% Equity BV: 4.4bn RWA: 11.7bn Revenues1: 64m (3%) Headcount: 409 (11%) C/I ratio: n.m. ROAC adj.2: 2% NII: 55 (5%) Loan book: 2.8bn (8%) RWA: 2.4bn Figures as at June-end 2015 (annual period) 1) Revenues by division; % of total aggregated revenues (gross of intercompany items) 2) Profit/losses from AFS disposals, impairments and positive one-off items excluded 3) Including Cairn Capital AUM AFS stake ptf Banking businesses Equity holding
  • 6. 6 Divisional rationale Mediobanca Group Principal Investing (PI) Retail and Consumer Banking (RCB) Corporate & Investment Banking (CIB) Wholesale banking Retail banking Consumer credit Private banking MAAM (setting up)  Specialized business  Resilient source of revenues, with low K absorption  Business synergic with CIB  Business run since 1960s  Specialized business with high entry barriers  Revenue stabilizer, group NII flywheel, high profitability  High credit risk fragmentation  Mission/investments inherited from the past  AG stake: revenues/EPS stabilizer – profitable investment  AFS stake portfolio: no longer core business  Low capital intensive business, competence driven  Fee-based recurrent business (non-proprietary)  “Solutions” business (large scale not always needed)  Setting up through acquisitions of small-size asset management businesses  focused on alternative asset classes  serving institutional investors  with strong management teams and track records  scalable operational infrastructure Banking businesses Equity investment  Historical Mediobanca DNA  Niche/specialized business  High profitable but cyclical business  Diversified and balanced revenue pool  Open, effective, innovative, multi-channel distribution platform set to become leading digital bank  Diversification of Group funding sources  Resilient source of revenues Asset management
  • 7. 7 AG 6% Treasury & AFS 28% Loans 62% Equity 17% Funding 80% Asset Liabilities Liquidity 8% IT Govies 34% Other Govies 9% Corporate Bonds 36% Equity 13% Bonds to institutional 20% Bonds to retail 26% Retail deposits 23% PB deposits 6% Other 4% ECB 13% Banks 9%  Loans by customer: 50% corporate, 50% retail  Loans by geography: 77% Italy, 23% non domestic  Funding: 55% from retail investors (26% bonds to retail, 23% CB! deposits and 6% PB deposits) Mediobanca A&L structure Balance sheet as at June 2015 Private Banking 3% Consumer lending 33% Large corporate 42% Mortgages 14% Leasing 9% Total: €53.2bn €42.7bn €14.8bn €32.9bn B3 CET1phased-in: 12.0% B3 CET1fully phased: 13.2% B3 Leverage ratio phased-in: 11.0% B3 Leverage ratio fully phased: 12.0% NSFR well above 100% NPLs/loans: 3.5% NPLs coverage: 53% Bad loans/loans: 0.8% Bad loans coverage: 66% Loans/ Funding: 77%
  • 8. 8 665 LLP 533 Costs 847 Total income Costs an LLP PBT adj. Wholesale banking 31% Private banking 6% Consumer finance 40% Retail banking 8% Principal Investing 12% Leasing 3% Mediobanca P&L structure Profit and Loss as at June 2015 Cost/ income 41% Figures by division: % of total aggregated revenues (gross of intercompany) Profit/losses from AFS disposals, impairments and positive one-off items excluded 2,045 €2.0bn NII 56% Fees 23% Trading 10% Equity acc.co. 11% CIB 47% RCB 17% PI 36% €2.0bn €665m  Revenues by client: 54% retail/private, 46% corporate/PI  Banking revenue by geography: 80% Italy, 20% Europe  PI revenues largely represented by 13% stake in Ass. Generali, which is equity accounted Comp ratio: 20% Other expenses ratio: 21% Cost of risk: 168bps
  • 9. 9 Italy 55% Germany 5% France 5% UK 24% Spain 6% Other 5% Lending 33% CapMkts 48% M&A 19% Trading 20% NII 40% Fees 39% Wholesale banking Revenue by product (2013-15 avg.)Leading investment bank in Italy ... Revenue by country (2013-15 avg.) €578m 45% non- Italian Non-domestic countries largely covered by local IB and bulge-bracket firms Core Europe: mature but very large corporate market in which MB has a sub-optimal market share Even “small bites of the big cake” have material impact on the relatively small-size MB balance sheet ... with an improving European footprint Unique positioning in Italy:  leader in M&A and ECM (1st in 2001-15 cumulative ranking by value and number of deals1);  sizeable market share also in lending and DCM Recognized and trusted brand with strong history, culture and corporate identity Wide expertise and track record in Italian corporate world with client relations-driven approach €578m Source: Thomson Financial, Dealogic, deals completed, “any Italian involvement” Mission: to be recognized as high-quality specialized operator
  • 10. 10 GS JPM BOFA CS UBS BNP SG DB 4000 9000 14000 19000 24000 29000 MEDIOBANCA LAZARD INVESTEC ROTHSCHILDGREENHILL EVERCORE 150 650 1150 1650 MEDIOBANCA LAZARD INVESTEC ROTHSCHILD GREENHILL EVERCORE 150 650 1150 1650 MCQUARIE 80% customer-driven business, efficient structure  Cost/income ratio: <50%  Healthy balance sheet  Good asset quality 100% 80% 60% 40% 20% 0% JEFFERIES Trading % on IB revenue Revenue size GS JPM BOFA CSUBS BNP SG DB 4000 9000 14000 19000 24000 29000 100% 80% 60% 40% 20% MCQUARIE JEFFERIES Cost/income ratio Revenue size  Focus on solutions vs flow business  80% revenues customer- driven (NII+fees) Customer-driven/tailor- made business Efficient structure
  • 11. 11 Wholesale banking: international operations  International presence since 2004 with branches in Paris, New York, Frankfurt, Madrid, London, Istanbul and Mexico City.  London as a hub for global investment banking coverage activity International operations Mediobanca CIB geographical footprint Spain and Portugal Italy, Greece, Turkey UK, Ireland & Nordics France, Belux & MENA Central Eastern Europe  Focus on a synergic approach between industries, products and countries  Visible positioning in EMEA investment banking market  Non-domestic revenues at 46% of total WB revenues  Lean structure (183 bankers, 28% of WB) with low cost/income ratio June13 June14 June15 Total income (€m) 222 258 298 % WB 35% 56% 46% PBT (€m) 112 166 % WB 40% Nm Loans (€bn) 5.7 5.4 7.0 % WB 37% 43% 51% Headcount (n.) 125 141 183 Cost/income ratio 39% 35%
  • 12. 12 Private banking Private banking: KPIs (€m) CMB - Leading financial institution in Principality of Monaco Founded in 2001, highly synergic with CIB operations Top-ranked in Italy as specialist player for UHNWIs AUM €17.6bn, breaking down as follows:  72% private investors, 28% institutional investors  50% managed, 50% administered Distribution network: 80 bankers, 12 branches in Italy Banca Esperia - 50% partnership with Mediolanum CMB: stake since 1989, fully owned since 2004 Leading financial institution in Principality of Monaco, with around 10% market share AUM €7.8bn, breaking down as follows:  mainly private investors  35% managed assets, 65% administered Distribution network: 43 bankers * Excluding one-off items Private banking: AUM trend (€bn) 6.7 7.3 7.8 7.1 7.7 8.8 FY13 FY14 FY15 13.8 15.0 +7% +14% +9% +8% +9% +11% CMB Banca Esperia (50%) €m FY13 FY14 FY15 Revenues 138 140 132 --of which fees 70 78 84 Cost/income ratio 63% 60% 69% Net profit 41 51 36 16.6
  • 13. 13 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% Without bank relations Low mass (0-25k) Mass (25-50k) Low affluent (50-100k) Top affluent (100-250k) Low private (250-500k) HNWI* (500-1500k) V+U HNWI** (> 1500k) MB Retail & Consumer: distinctive and value-driven positioning Unbanked/Under-banked Target Private banking Asset management  Payment accounts  Pre-paid cards  Personal loans * High Net Worth Individual ** Very + Ultra High Net Worth Individual  Current accounts  Time deposits/gov’t bonds  Point-of-sale loans  Current accounts  Asset management  Equity  Total return AM  Property management  Best-in-class consultancy Divisional retail banks Customer distribution vs asset s (%, €, aged 18+) 2.4m current customers 0.5m current customers Source: Compass elaboration on ABI data Family banking (4.7m) Private banking (0.8m) Products Mass banking (17.2m)No/early banking (28.3m)
  • 14. 14 -11.7% -5.3% 2.5% 12.4% -5.9% 8.2% 10.3% 8.8% 10.0% 11.4% 12.3% 11.6% -5,0% -3,0% -1,0% 1,0% 3,0% 5,0% 7,0% 9,0% 11,0% 13,0% 15,0% -20,0% -10,0% 0,0% 10,0% 20,0% 30,0% 40,0% 2012 2013 2014 IH15 Market growth (YoY) Compass growth (YoY) Salary guar. 6% Cars 10% Special pourpose 13% Credit cards 19% Personal loans 52% By product Consumer lending – Compass New loans YoY trend, Compass market share (6m June15) Compass new loans (12m June15) With 2.4 million customers, a loan stock of more than €10bn and new loans totalling €6bn, Compass is a leading Italian consumer lending player (12% market share) With the acquisition of Linea in 2007, Compass achieved its current distribution platform based on 164 Compass branches and a variety of distribution agreements with banks (around 7,000 bank branches, almost the largest network in Italy), post offices, car retailers and other retailers. Source: Assofin €6.2bn Compass: the Italian market leader Compass Branches 33% Post & Bank branches 36% Partnerships 9% Car retailers 10% Other retailers 11% By channel €6.2bn Top 5 Italian players (6M15 Assofin) Mkt share New loans (€bn) Y.o.Y Unicredit 12.8% 3.3 +31% Compass 11.6% 3.0 +9% Findomestic 11.1% 2.9 +11% Agos Ducato 10.7% 2.8 +8% Intesa 8.3% 2.2 +32% Total market 100% 26.0 +12.4%
  • 15. 15 Retail banking – CheBanca! CheBanca! positioning (distribution mix/product focus) 1. Best Italian online bank according to Istituto Tedesco Qualità e Finanza for Corriere Economia, May 2015 – Customer Satisfaction CheBanca!: the Mediobanca multi- channel retail bank Launched in 2008 with a focus on deposit gathering to diversify group funding. CheBanca! today offers a full range of banking, saving and investment products. Best Italian online bank in 2013, 2014 and 20151 Awarded at the Superbrands Awards 2015 as one of the most valuable brands in Italy Multi-channel distribution platform: web, call centre and branches Customer-centred service with distinctive offering: transparent, high standardized, price-efficient products Affluent customer base (520k) Product focus Pure on-line Distribution mix multi-channel Investment (AUM>50% total asset) Banking (Deposits>60% total asset) ING Direct Ita IW Bank Fineco Banca Generali Mediolanum Banca Fideuram Term deposits 5.5 Sight deposits 4.1 Indirect deposits 2.9 Customer deposits breakdown (June 2015) Securities 0.5 MB bonds 0.4 AM funds 0.9 Insurance products 1.0 €12.5bn Trading (AUC>45% total asset) BinckBank Boursorama Comdirect Deutsche Kreditbank
  • 16. 16 Setting up MAAM with Cairn Capital acquisition  First step in MAAM set up, starting from credit asset class: good fit with MB DNA , high synergies with CIB business (sharing product capabilities, customer base, distribution)  Set up in 2004, Cairn is an asset specialist with $5.6bn AUM and $9.1bn AUA: strong skills and experience across wide credit products spectrum  Strong reputation and management team with robust institutional relationships and previous CIB experience  Based in London, 60 employees; presence in Greenwich (US). Scalable operational infrastructure  Deal announced in August 2015, to be completed by year end Cairn KPIs  Growth acceleration potential from MB institutional roof, brand and balance sheet capabilities. Senior management to maintain key roles  Material revenue synergy opportunity from the combination of Cairn Capital with MB:  Seed capital and distribution  Sourcing and origination of new loans  Leveraging on MB CIB business, e.g. restructuring, real estate advisory, debt and solution business $2.1bn AUM $9.1bn Assets under Advisory $3.5bn AUM  Real estate debt advisory and restructuring  Real estate new financing Discretionary Asset Management L/T Portfolio Advisory Legacy Asset Management Real Estate Advisory Services Cairn Capital Platform
  • 17. 17 Mediobanca gaining more visibility in AUM world MB AUM trend by business (€bn, June 2015) 7.8 8.8 2.2 2.9 13.0 CMB Banca Esperia (50%) Spafid CheBanca! Cairn Total MB Group AUM €35bn  MB gathering roughly €35bn AUM, with different brands, customers, distribution and products:  ~ €19bn related to private banking customers of Compagnie Monégasque de Banque, Spafid and Banca Esperia  ~ €3bn related to mass/affluent customers of CheBanca!  ~ €13bn related to institutional mandates of Cairn Capital (asset management and advisory)
  • 18. 18 Principal investing portfolio Equity exposure: market value and book value (€bn, June15) Assicurazioni Generali (13.2% ) AG unrealized gain 0.2 AFS stakes 1.1 Ass.Generali 3.3 Total market value: €4.6bn Total BV: €4.4bn  Disposals since FY13 totalling €1.1bn with €0.3bn cap gains (business plan targets: €1.5bn in 3Y)  Further reduction by €1.0bn planned in FY16: €200m disposals in AFS stakes and ~750m BV of Ass.Generali (stake from 13% to 10%)  Profitable investment (RoBV: 7%, ROAC: 23%)  Revenues/EPS stabilizer for MB Group  K-accretive (€220m revenues in FY15)  Source of capital (disposal of 3pp scheduled in FY16)
  • 19. 19 Full year financial results by division as at 30/6/15 (€ m) Corporate & Private Banking Principal Investing Retail & Consumer Banking Corporate centre Group Net interest income 251 - 833 55 1,143 Net treasury income 182 30 - - 207 Net fee and commission income 343 - 175 9 472 Equity-accounted companies - 224 - - 224 Total income 776 254 1,008 64 2,045 Labour costs (230) (9) (158) (32) (419) Administrative expenses (155) (2) (291) (25) (428) Operating costs (385) (11) (448) (57) (847) Gains (losses) on equity AFS 3 123 - - 126 Loan loss provisions (75) - (443) (15) (533) Provisions for other financial assets - (21) - - (20) Other income (losses) (3) - - (14) (14) Profit before tax 316 345 116 (22) 757 Income tax for the period (123) (10) (36) 1 (164) Minority interest - - - (3) (3) Net profit 193 335 80 (24) 590 Treasury, AFS and HTM 16,828 1,085 9,213 139 14,777 Equity investments - 3,318 - - 3,411 Loans and advances to customers 25,121 - 15,512 2,761 32,890 of which to Group companies 10,015 - n.m. n.m. n.m. Funding (39,034) - (23,731) (2,794) (42,711) RWAs 33,376 11,672 12,160 2,370 59,577 No. of staff 1,034 * - 2,481 409 3,790 * Includes 134 staff employed by Banca Esperia pro-forma, not included in the Group total.
  • 20. 20 Business plan 2014/16: goals and actions Reducing equity exposure and optimizing use of capital Investing in banking businesses, chiefly in fee-generating and capital-light ones Improving assets profitability, maintaining risk and quality control Mediobanca aims to be: a simpler, more valuable banking group focused on three growing, highly specialized banking businesses delivering a sustainable profitability over the cycle by: 1 2 3
  • 21. 21 2016 main targets by division Mediobanca Group Principal Investing (PI) Retail and Consumer Banking (RCB) Corporate & Investment Banking (CIB) Retail banking Consumer credit MAAM1 Revenues €1bn, CAGR +10% o/w 45% non-domestic ROAC = 12-13% Loans up to €11bn, CAGR +4% ROAC = 13-14% Reduce equity exposure by €2bn o/w 3pp AG stake Redeploy capital into banking business Revenues up to 15% of Group banking revenue in 5Y Banking businesses Equity holding Revenues €1bn, CAGR +7% Chebanca! at break-even ROAC = 10-11% 1) MAAM contribution not included in BP targets Total deposits up to €14bn, CAGR +5% Direct deposits: from €12bn to €10bn AUM: from €1bn to €4bn Asset Management Private banking Wholesale Banking Enlarge customer base Enhance international reach Complete product mix Reduce K needs CMB: enhance distribution and product range Esperia: improve profitability, cost management Reduce equity exposure by €2bn Resume banking revenues growth: €2.1bn, CAGR +10% ROE up to 10-11% CET1: 11-12% Payout 40% Mediobanca Group
  • 22. 22 Revenues, capital absorption and ROAC* trend by business CIB CheBanca! Compass PB/WM -15% -10% -5% 0% 5% 10% 15% 20% 25% 30%  CIB * less K-intensive * more international * improving ROAC  Compass * manage leadership * preserve ROAC  CheBanca! * establish leadership * boost revenues * reach breakeven  WM/PB * more K allocated * higher contribution * K absorbed = 8% RWAs K absorption ROAC Last 3Y avg revenues Medium term revenue projection MB Group higher profitability from smaller balance sheet Growing and profitable banking businesses
  • 23. 23 Prices and performance at year end Market performance (30/06/2012 - 10/08/2015)  Price (as at 10 August 2015): €9.75  52-week high: €9.9  52-week low : €6.0  No. of shares outstanding: 867m  Market Cap (as at 10 August 2015): €8,457m Key market data 2 3 4 5 6 7 8 9 10 11 giu-12 lug-12 ago-12 set-12 ott-12 nov-12 dic-12 gen-13 feb-13 mar-13 apr-13 mag-13 giu-13 lug-13 ago-13 set-13 ott-13 nov-13 dic-13 gen-14 feb-14 mar-14 apr-14 mag-14 giu-14 lug-14 ago-14 set-14 ott-14 nov-14 dic-14 gen-15 feb-15 mar-15 apr-15 mag-15 giu-15 lug-15 MB 180.7% EU Banks 75.2% ITA Banks 145.6% 30/06/12 30/06/13 30/06/14 30/06/15 Price (€) 3.5 4.0 7.3 8.8 Performance (%, to 30/06/15) 153.2% 119.9% 20.8% - Market Cap (€m) 2,992 3,445 6,271 7,627 EPS (€) 0.09 neg. 0.54 0.68 DPS (€) 0.05 - 0.15 0.25 BVPS (€) 7.5 8.1 8.6 9.4 P/TBV 0.5x 0.5x 0.9x 1.0x P/E 37.0x neg. 13.5x 12.9x