Group Directive on transfers and expense claim refunds

GROUP DIRECTIVE ON TRANSFERS AND EXPENSE CLAIM REFUNDS

Code

Date issued

Status

HRO 023/20

21/12/2020

In force

Introduction of specifications on the categories of expenses that can be reimbursed on transfer.

HRO 018/19

19/12/2019

Rescinded

Introduction of operational specifications related to the socalled “VIP” subjects.

Rescinded

Introduction of operational innovations including the dematerialization of supporting documents.

HRO 003/19

19/03/2019

Version

Group Directive on transfers and expense claim refunds Confidential Document.

Contents 1.

Introduction .......................................................................................................................................................... 2 1.1 1.2

2.

Organizational model .......................................................................................................................................... 4 2.1 2.2 2.3 2.4 2.5 2.6

3.

6.

Purchasing travel documents and booking overnight stays ....................................................................... 6 Urgent requests ................................................................................................................................................... 7 Cancellations and ticket refunds ..................................................................................................................... 7 Flights .................................................................................................................................................................... 7 Train tickets........................................................................................................................................................... 8 Booking hotels (overnight stays) ....................................................................................................................... 9 Ferry tickets ........................................................................................................................................................ 10 Car hire ............................................................................................................................................................... 10

Expense refund claims ...................................................................................................................................... 11 4.1 4.2

5.

User/traveller ........................................................................................................................................................ 4 Company HR department ................................................................................................................................ 4 Travel agency ...................................................................................................................................................... 4 Management PAs/travel arrangers ................................................................................................................. 5 Line manager of user/traveller ......................................................................................................................... 5 Party which approves “out-of-policy” requests ............................................................................................. 5

Transfer expenses................................................................................................................................................. 6 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8

4.

Purpose of document ........................................................................................................................................ 2 Principles and general criteria .......................................................................................................................... 3

General rules to obtain refunds ...................................................................................................................... 11 Types of refundable expense ......................................................................................................................... 12

Control reporting ................................................................................................................................................ 14 Annex – Specific details for transfer expenses, limits and refunds for Mediobanca expenses ................... 15 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9

Flights .................................................................................................................................................................. 15 Car hire with driver............................................................................................................................................ 15 Entertainment expenses .................................................................................................................................. 16 Expenses incurred in connection with Mediobanca internal events ....................................................... 16 Limits for meals and overnight stays .............................................................................................................. 17 Advances ........................................................................................................................................................... 17 Expense refunds ................................................................................................................................................ 17 Fringe benefits ................................................................................................................................................... 18 Exceptions to the applicability of the General rules ................................................................................... 19

Group Directive on transfers and expense claim refunds 1

1. Introduction 1.1

Purpose of document

This Group Directive, prepared by Mediobanca S.p.A., defines the general principles, guidelines and rules of conduct which staff members are required to adopt in respect of transfer expenses and claims for the refund of expenses incurred during missions carried out on behalf of the Group.

In accordance with the provisions of the Directive, each legal entity which is a recipient hereof may introduce addenda in an ad hoc annex to meet special circumstances, needs and organizational situations which are typical of its own individual operations. Such annexes are to be prepared by the legal entity itself, subject to approval being received from Group HR, and then attached to the Directive to make it available to its own staff.

A “transfer” is defined as when a staff member performs their own working activities temporarily and on a provisional basis outside their habitual place of employment.

“Outside their habitual place of employment” is defined as any place outside the municipality where the office to which the staff member is assigned is located.

“Transfer period” is defined as the period of time starting from the point when the staff member leaves the company premises or their own home in order to travel to their chosen destination (i.e. the place where the mission is to be performed), until the time when they return to the company premises or to their own home.

In detail, this document and the annex attached hereto describe the: Operating guidelines to be followed in acquiring travel documents and booking accommodation for transfers; Categories of spending contemplated, spending limits and related criteria; Rules to be followed for the refund of expenses incurred in connection with transfers.

For transfer expenses, Mediobanca has entered into agreement – which is valid for all Group companies located in Italy1 – regarding the provision of work-related travel expenses (booking overnight stays in hotels, booking flights, buying train tickets, etc.) with travel agency UVET Global Business Travel.

Costs to acquire travel documents are thus paid by the travel agency itself, with the exception of car hire for which each legal entity may allow the staff member concerned to pay directly (and subsequently enter an expense refund claim), or alternatively to be paid by the agency itself in advance.

The travel agency with which the Group has entered into this arrangement is the only channel for all Group staff members through which bookings may be made/requested.

This Directive illustrates the guidelines to be complied with to be able to book accommodation and acquire travel documents, the means of communication between the

1) This will be gradually extended to include the non-Italian legal entities and branch offices as well.

Group Directive on transfers and expense claim refunds 2

staff member and the travel agency, and the instruments to be used in support of the bookings.

It should be noted that the staff member may make/request bookings only after authorization for the transfer has been obtained from their line manager. Expenses incurred without authorization will not be refunded.

If a staff member is involved in an accident while on transfer, they should inform their own HR department about what has happened as soon as possible, to allow the necessary measures to be taken.

1.2

Principles and general criteria

Transfer expenses represent a significant cost of the company; hence all staff members are required to show the maximum responsibility to: Ensure that expenses are contained in accordance with the business requirements, without compromising the effectiveness of the mission; Operate in the cheapest and most economical way for the company by keeping costs as low as possible, regardless of the spending caps and limits shown in this document; Comply scrupulously with the provisions of this Group Directive.

From this perspective, each staff member is required to: Assess the possibility of cheaper alternative solutions, taking full advantage of the possibilities offered by modern technology (e.g. choosing to hold a meeting via teleconference or video-conference facilities rather than via transfer); Keep the number of transfers, duration and number of participants to a minimum; Limit entertainment expenses and promotional events with third parties; Give priority to use of public transport for short journeys (e.g. travelling to and from airports and railway stations).

The operating guidelines set out below are not intended to describe every possible situation.

They are meant to provide guidance and indications: if a situation is not described in this document or the rules provided are not applicable, please contact your own HR department.

Group Directive on transfers and expense claim refunds 3

2. Organizational model A list of the main stakeholders involved in the transfer expense and expense refund process is provided below, with a description of their main responsibilities and activities.

2.1

User/traveller

The user/traveller makes the booking request for the mission to be performed only after receiving pre-authorization for the transfer from their own line manager.

They operate directly with the travel agency by using the self-booking service which the agency has made available (24 hours a day, seven days a week), or by using the offline booking service, contacting the travel agency’s own dedicated team. The first of the two channels (self-booking) is the one to be used for most types of booking. Booking requests via the travel agency should only be made in limited and residual cases (e.g. due to the need to book several air routes as part of a single transfer).

The user/traveller assesses, in view of the characteristics of the transfer, the best solution from among the proposals received, to ensure that expenses are kept to a minimum without prejudice to the needs of the business.

They then submit the expenses incurred by them during their transfer, along with the supporting documentation, in accordance with the operational procedures in force at their own company, for approval by the relevant persons in order to have such expenses refunded.

2.2

Company HR department

The company HR department is the point of contact for resolving any cases not covered by the provisions of this Directive. It regularly provides the travel agency with an up-to-date list of the Group’s staff members (i.e. taking into account any recruitments or resignations during the period, etc.). It also sends the travel agency a list of the management PAs/travel arrangers.

2.3

Travel agency

The travel agency is the only channel via which a staff member can book accommodation or acquire travel documents.

Within its own organization, the travel agency has set up a dedicated team of persons to manage bookings on behalf of the Mediobanca Group companies. In particular it has instituted two methods by which this service is provided: 1) it has provided a self-booking tool, which each staff member can access independently in order to make bookings; 2) it makes bookings itself offline following requests made by staff members.

In providing the service, it also applies the criteria, spending limits and guidelines provided by Mediobanca S.p.A. in its capacity as parent company.

It supports the companies in preparing any accessory documentation required for the mission (e.g. visas).

It manages the refund of travel documents not used by the user/traveller.

The travel agency also handles any urgent cases in accordance with the guidelines received.

Group Directive on transfers and expense claim refunds 4

2.4

Management PAs/travel arrangers

These figures are authorized to make bookings on behalf of other certain other staff members and also staff seconded to other offices. They are responsible for all administrative formalities regarding the mission’s organization for the staff they serve: booking, request for travel documents, changes and cancellations, etc.

2.5

Line manager of user/traveller

The line manager is the person who authorizes the transfer request received from their staff.

Such authorization entitles the person concerned to acquire the travel documents and book the accommodation.

The line manager is also responsible for approving the expenses incurred by the staff member during the transfer, after carrying out the relevant checks and enquiries.

2.6

Party which approves “out-of-policy” requests

This is the person or unit responsible for assessing booking requests not provided for in, or not covered by the limits of, this document (“out-of-policy”). After making due enquiries, they authorize or do not authorize the requests they receive. In cases which are unclear, they consult their own HR department. Each Group companies defines this particular role on the basis of its own organizational structure and company needs (e.g. centralized structure or line manager of the user/traveller).

Group Directive on transfers and expense claim refunds 5

3. Transfer expenses This section sets out the principles, rules and behaviours to be adopted with respect to the: Means of acquiring travel documents and booking accommodation; Categories of expenses for the services offered by the travel agency: Buying flights (national, international and intercontinental), train tickets and ferry tickets; Booking hotels (national and international); Booking car hire.

As a general rule, the purchase of travel documents and booking of hotels which fall within the qualitative and quantitative parameters set in the Directive and its annex are considered to be automatically approved.

Any purchases or bookings which depart from these parameters require ad hoc approval (“out-of-policy” cases).

3.1

Purchasing travel documents and booking overnight stays

In general terms: All transfers must be authorized by the line manager of the staff member submitting the request; Any exemptions for requests not covered by this Directive must be authorized in advance by the unit or individual responsible for such authorization as identified by each of the companies and listed in the annex to this Directive; All bookings must be made exclusively through the travel agency, using the services which the agency has made available; Trips and overnight stays must be booked as far in advance as possible and at least seven days before the mission.

The staff member who has received pre-authorization for the transfer may proceed to acquire the travel documents/submit the request for the booking.

The purchase of travel documents and booking of overnight stays must chiefly be made via the self-booking system made available by UVET. This is the IT tool developed by the travel agency to be able to make bookings and then manage them independently. The access credentials for the system are sent to the individual staff members via email.

The staff member making the booking accesses the self-booking system, chooses the category of expense to be booked, and enters the details of the journey (including, without limitation, date and time of departure and return, departure location, destination, etc.).

Based on the amount limits and the guidelines set by Mediobanca S.p.A. for each spending category, the system automatically suggests the best proposals to meet the user/traveller’s needs. The user/traveller selects the preferred solution from among the proposals made, and the travel documents are received via e-ticketing.

Group Directive on transfers and expense claim refunds 6

Alternatively, the booking may be made by asking the travel agency’s dedicated team to buy the documents requested. This booking method should be used only on a residual basis by the staff member, and solely for instances which cannot be managed via the self-booking system (e.g. booking several flights during a single mission).

For requests not covered by the provisions of this Directive and its annex, an ad hoc authorization process is necessary. In particular: Self-booking: in cases where this system is being used, the system itself blocks the booking until the necessary authorization has been received. The user/traveller must enter the reasons for the “out-of-policy” booking in the system, and the person or unit responsible for approving such bookings will automatically be sent an email. Only once the request has been approved will the system confirm the booking and send notification to the applicant; Travel agency: in cases where the booking is being made by the travel agency, the user/traveller has to send the travel agency the email in which the person or unit responsible for approving such bookings approves the “out-of-policy” booking.

3.2

Urgent requests

Only booking requests made via the travel agency qualify as urgent. A request is defined as “urgent” if the time between the request being submitted by the user/traveller and the departure time is less than eight working hours (e.g., in view of the fact that the travel agency is operative for Mediobanca and the Group companies from 8:30 a.m. to 7:00 p.m., a request sent on Friday evening at 5:00 p.m. for departure the following Monday after 8:00 a.m. is considered urgent).

“Urgent” bookings must be authorized by line managers with reporting to the senior management, to allow the volumes and frequencies of such requests to be monitored and to understand the reasons.

However, for emergencies which arise as a result of external factors (flights/carriers/airports) ascertained by the travel agency (e.g. flight cancellations due to snow, fog, overbooking etc.), the agency will itself amend and/or acquire new tickets, charging the Group company without any need for specific authorizations.

3.3

Cancellations and ticket refunds

To ensure ticket and hotel booking cancellations can be refunded, it is the responsibility of the staff member, via the management PA/travel arranger in the appropriate cases, to inform the travel agency immediately and send the details of the tickets and/or bookings to prevent them being debited due to late notice.

3.4

Flights

Type of tickets Tickets should be “closed” where possible and represent the best buy (to which a tolerance threshold is assigned) proposed by the travel agency based on the specifications provided by the user/traveller: Flights booked with at least seven days’ advance notice; Scheduled flights for both outbound and return journeys;

Group Directive on transfers and expense claim refunds 7

Scheduled flights for both outbound and return journeys with the same company.

Tickets will be issued in the form of e-tickets.

Choice of carrier Airline companies are selected on the basis of the best available fare, regardless of the user/traveller’s own preferences, and where possible from among the companies with which the Group has special deals (including Easyjet and other low-cost carriers).

The travel agency makes proposals based on the following time windows: National flights: window of +/- 1h versus the time indicated; International flights: window of +/- 1.30-2h versus the time indicated; Intercontinental flights: window of +/- 3-4h versus the time indicated.

Booking class National: Economy (best return fare available with same air company); International: Economy on flights of up to four hours (“closed” tickets are preferable to flexible or full fares); Business class on flights of over four hours (tickets to be booked as far in advance as possible).

Intercontinental: Premium economy or business.

3.5

Train tickets

In order to guarantee the cheapest fares available, bookings must be made as far in advance as possible.

The booking will result in the issue of: First-class tickets, including business suite, on high-speed trains and similar, for journeys of over three hours; Second-class tickets on high-speed trains and similar for journeys of up to three hours; First-class tickets for all staff not travelling by high-speed train; Sleeper car or couchette if the journey lasts more than six hours, unless otherwise instructed by the relevant unit.

First-class tickets are always bought for Milan-Rome journeys.

The user/traveller indicates the time of departure and/or arrival. Based on this information, the travel agency makes proposals, suggesting the best fares available, restricted or flexible.

The user/traveller must select the best buy, unless they have good reasons not to.

Group Directive on transfers and expense claim refunds 8

Tickets will be issued in the form of e-tickets.

3.6

Booking hotels (overnight stays)

Bookings are made by the travel agency based on the following criteria: Hotels with which special deals are in place, in Italy and elsewhere, as part of the Hotel Programme. This programme, which is updated annually, brings together the special deals negotiated with preferred hotels situated in the main destinations to which Group staff members travel; For locations where there are no special deals with hotels in place, the travel agency proposes the best accommodation available in qualitative, logistical and economic terms.

To avoid unnecessarily expensive charges for travel from and to the hotel, the user/traveller must state the address of their destination to the travel agency, to ensure that the accommodation is booked as close as possible to the location where the mission is to take place.

Bookings not in line with this guidance will have to be authorized in advance by the relevant person or unit identified by each Group company.

The following guidelines should also be noted: The travel agency books single rooms or double rooms for single usage; The travel agency will suggest at least two alternative forms of accommodation where available, in accordance with the criteria set forth above, in the location where the mission is to take place: Best buy; Hotels with which special deals are in place.

The guidelines to which the travel agency adheres in making the accommodation proposals are as follows (in order of priority): Financial considerations: hotels forming part of the Hotel Programme are selected; Logistical issues: hotels or other accommodation in the municipality where the mission is taking place, which are not, roughly speaking, more than 800m from the office stated by the user/traveller; if no accommodation of the standard requested is available in this area, the travel agency will search for other, more appropriate solutions moving further and further away from the location indicated, proceeding in “concentric circles”, resorting to adjacent municipalities if necessary; Quality considerations: hotel room and apartment with standard characteristics of the facility selected.

The spending limit for hotel bookings and respective payment methods (i.e. paid in advance by the travel agency versus direct payment by the user/traveller) are shown in the annex broken down for each Group company.

Group Directive on transfers and expense claim refunds 9

3.7

Ferry tickets

The travel agency books and issues: First-class tickets; Car passage, only with prior authorization from the person/unit responsible identified by the relevant Legal Entity.

E-tickets are issued where available, otherwise paper-based tickets are issued.

3.8

Car hire

Use of car hire, with or without driver, may only be requested in order to travel to a customer in cases where no other means of transport can be identified (including transfers from office to airport and vice versa). To book car hire without driver, explicit prior approval is required from the relevant line manager.

The travel agency books care hire without driver based on the following guidelines: Category “Compact – Sedan (cat. D - CDMR)” for daily distances of up to 150 km; Category “Compact – Estate (cat. N - CWMR)” for daily distances of over 150 km.

It should also be noted that: Personal transport of non-Mediobanca staff is not permitted; Any fines incurred will always be payable by the driver and will not be refunded; Payment for the service may be made directly by the staff member themselves or advanced by the travel agency.

Group Directive on transfers and expense claim refunds 10

4. Expense refund claims This section of the document governs the principles and regulations which must be complied with in order to have expenses incurred during the transfer refunded.

Such expenses are refunded against presentation of receipts, whereby the amounts of the expenses incurred are refunded in the staff member’s payslip.

To receive a refund, the staff member is required to compile the “Expense Claim” using the relevant application. This is the official document for submitting the expenses incurred during the transfer to the company.

With a view to achieving cost efficiencies and savings, at Group level 2 it has been decided to institute the dematerialization of paper-based supporting documentation, i.e. the refund process will be managed in exclusively electronic format once the supporting documentation has been entered in the system.3 Dematerialization of the paper-based documents also enables means that legally compliant optical archiving can be used for the related tax formalities.

4.1

General rules to obtain refunds

Applications for refunds for “Expense Claim” are upheld when the following conditions are met: The expenses were incurred following prior authorization by the user/traveller’s own line manager; All refundable expenses are supported by valid supporting documentation, including (but not limited to) bills, receipts and tickets, to enable internal checks to be carried out ahead of the refund, and any tax or social security controls to be performed by external entities; The expenses were incurred for activities strictly linked to the company’s own needs in terms of service; The expenses were approved by the applicant’s own line manager who is bound to check that the expenses themselves entered in the “Expense Claim” (in terms of their type and amount) are consistent with the supporting documentation presented.

It should be noted that the “Expense Claim” should be completed and the approval process for it completed the month after the mission was performed (based on the operational procedures and timescales in force at the company concerned).

“Expense Claims” that are compiled and authorized after the deadlines stipulated will be settled in the first subsequent payslip. Without prejudice to the foregoing, staff members must process their “Expense Claims” by the end of the tax year to which they refer at the latest, to ensure that they are represented correctly in statutory, tax and social security terms.

To be gradually extended to all Group companies.

Staff members are advised in any case to retain the paper-based supporting documentation until the Expense Claims have been refunded.

2 3

Group Directive on transfers and expense claim refunds 11

It should also be noted that the operational methods, timescales and instruments available for managing “Expense Claims” and their authorization, in accordance and in line with the rules set forth above, may differ for each Legal Entity depending on their own organizational structure and individual features. In such cases, each company is required to state any such specifications in its own annex to this Directive.

Finally, after the completion of the “Expense Claims” by the employee and the relative approval of the line manager, the Company may resort to an outsourcer / external entity for further checks before “Expense Claims” liquidation.

4.2

Types of refundable expense

This section describes the types of expense incurred during the course of the transfer that are refundable.

The upper limits on the amounts for the individual types of expense are stated in the annex for each of the companies.

The types of refundable expense are as listed below: Meals: lunches and dinners are refunded up to the limits shown in the annex. Any food expenses incurred that exceed the stated limits will be refunded only up to the limit concerned; Accommodation: overnight stays in hotel paid for directly by the user/traveller are refundable (i.e. the hotel is not paid in advance by the travel agency). It should be noted that: In cases where the user/traveller, solely and exclusively for urgent and justified reasons, was obliged to book and then pay for a hotel room directly, the limits may be lower than those provided for bookings made through the self-booking process or by requests made to the travel agency; With reference to accommodation, visitors’ taxes and laundry/ironing services are considered to be refundable for transfers which involve overnight stays of more than three nights.

Transport expenses: expenses incurred during the mission for transfers (i.e. expenses which cannot be booked via the travel agency), such as bus, tram or underground tickets, parking, motorway tolls or taxis.

The supporting documentation for this type of expense consists of either tickets or receipts from the transport service provider. If taxis are used, the receipt must show the date and route travelled.

Staff members are reminded in any case that priority should always be given to means of public transport over taxis for transfers within cities.

Use of own vehicle: use of one’s own vehicle is refundable based on the number of kilometres travelled, on the basis of tariffs split into three categories in terms of engine size, as published on the Italian motoring association ACI’s website. The amount reimbursed for the number of kilometres travelled therefore depends on the engine size of the car used.

Group Directive on transfers and expense claim refunds 12

Staff members are reminded in any case that their own vehicle should only be used in exceptional and residual cases that must be applied for and authorized in advance by email from their own line manager.

Phone calls and fax messages: expenses incurred in respect of phone calls and fax messages made for work-related purposes are refunded exclusively on condition that the documentation submitted conforms to the fiscal regulations currently in force.

Other expenses: refunds also include charges applied to withdrawals made in local currency from ATMs located in non-EU member states, or made in foreign currency from bank branches located in Italy. Charges applied to withdrawals made in Euros are not refunded.

Entertainment expenses: “customer entertainment expenses” are defined exclusively as expenses incurred versus parties external to the Group for promotional or public relations purposes with the objective of generating actual or potential financial benefits for the company.

The entertainment expenses incurred by the staff member must be authorized by their line manager. The maximum amounts for entertainment expenses are stated in the annex. Any expenses which exceed the limits stated in the annex shall be refunded only up to the maximum amount stated. If special deals have been arranged with service providers in the vicinity of the company’s offices, priority will be given to these providers in incurring such expenses.

In the event that an entertainment expense is configurable as a "gift" in accordance with the "Group Directive on Gifts" it is necessary to follow the rules described in the same for the request of any authorizations and, in this case, attach the received authorization during the expense refund claim.

Group Directive on transfers and expense claim refunds 13

5. Control reporting Reports will be produced and made available to senior management at regular intervals, to allow travel, transfer and entertainment spending to be monitored.

Group Directive on transfers and expense claim refunds 14

6. Annex – Specific details for transfer expenses, limits and refunds for Mediobanca expenses This annex, which forms an integral part of the Directive, is intended to: Describe the specific features of Mediobanca with regard to transfer expenses. Such features are in addition to the general rules set forth in the main body of the Directive; State the maximum amounts for the individual spending categories.

6.1

Flights

Mediobanca makes provision for the category of “frequent traveller”, i.e. staff members employed in the business units who travel regularly on continental and intercontinental flights, who accordingly are granted greater flexibility in managing bookings and possibility to travel business class.

The list of frequent travellers is updated at regular intervals by the HR department, which sends the updated list to the travel agency and the management PAs. It should be noted that if several staff members are to travel together, including one frequent traveller, this does not mean that all those travelling can upgrade to the flexible fare. On the contrary, if the whole party wishes to travel together it must be at the cheaper of the two fares. If the frequent traveller decides against this, the party members must travel separately.

If a staff member wishes to travel business class without being entitled to do so, because of the type/duration of flight (national or up to four’ hours flying time), or because they are not on the list of frequent travellers, and/or because they have not been authorized specifically to do so by HR, they may book the ticket nonetheless – again via the travel agency – but the difference in cost between economy and business class will be debited to the staff member in their pay slip as part of the expense refund process.

The amount debited will be equivalent to the difference in cost between the cheaper fare on the same flight based on the evidence provided by the travel agency to the staff member, inter alia via their management PA, at the time when the booking was made. This information will be notified by the staff member, inter alia via their management PA, to Group HR and Organization as part of the expense refund process.

6.2

Car hire with driver

Use of car hire with driver is permitted for Mediobanca S.p.A. only and in the following cases: Exclusively for entertainment purposes, for particularly awkward or dangerous situations, or the need to transport customers or persons who are not employees of the Bank; For Italy this service is only permitted for journeys departing from the Milan and Rome offices. Any use of car hire with driver in locations other than those specified must be authorized expressly by the applicant’s line manager.

It should also be noted that: Requests for cars with driver in Italy and elsewhere should be made by sending an email to MB.autisti@mediobanca.com or by phone on 02-8829.316/237;

Group Directive on transfers and expense claim refunds 15

Payment for car hire with driver services is governed by contracts in force with the suppliers.

6.3

Entertainment expenses

“Customer entertainment expenses” are defined as expenses incurred for promotional or public relations purposes which have been incurred based on reasonable criteria in view of the objective to generate actual or potential financial benefits for the Bank.

Entertainment expenses incurred by the staff member, duly authorized by their line manager, and for the business areas, allocated to one dossier in particular (existing or potential), are refunded subject to formal authorization by the line manager and must comply with the following spending limits: Drinks offered to customers: €20; Lunches offered to customers: €55; Dinners offered to customers: €80.

It should be noted that any expense which exceeds these limits will only be refunded up to the amount provided for in this Directive.

Furthermore for confidentiality reasons, for this type of expense, the person requesting reimbursement is required to indicate in the Expense Report the names of the guests in full only for those customers with whom the Bank already has existing/consolidated professional relationships.

Expenses incurred in respect of specific transactions will be refunded only if a mandate has already been executed, without prejudice to the spending limits indicated above, even if the expenses are invoiced back to the customer.

The staff member will produce documentation in line with the fiscal regulations in force, stating the names of the persons/companies to which the entertainment expenses refer and the reasons why they were incurred.

Priority should be given to restaurants and bars with which special deals have been agreed in the vicinity of the Mediobanca offices.

If the event involves a high number of participants or specific situations (e.g. road shows), the staff member should contact the Mediobanca Events team (mediobanca.events@mediobanca.com), in order to optimize economies of scale.

6.4

Expenses incurred in connection with Mediobanca internal events

Occasionally internal events may be organized for Mediobanca staff (e.g. events to celebrate the completion of a deal or for special occasions). In such cases Mediobanca will only cover costs if authorization is received in advance from the organizational unit concerned and also from Human Resources and Organization, up to a budget agreed previously, and in accordance with the spending limits and organizational aspects described in this Directive.

Group Directive on transfers and expense claim refunds 16

6.5

Limits for meals and overnight stays

Expenses for meals will be reimbursed up to the following limits: In Italy and elsewhere: €55 per meal (dinners and lunches).

Any expenses that exceed the limits above will only be refunded up to the amount stipulated in this Directive.

The limits for accommodation are as follows: For accommodation booked via the travel agency: In Italy: €220 per night (VAT and breakfast included); Elsewhere: €320 per night (VAT and breakfast included).

For accommodation booked individually, i.e. without the travel agency: In Italy: €180 per night (VAT and breakfast included); Elsewhere: €280 per night (VAT and breakfast included).

It should be noted that there are no reimbursements for personal expenses incurred during the transfer (for example purchase of water, coffee at the bar or use of minibar in the hotel) with the exception of breakfast. In addition, tips are not refunded to staff in any situation (hotels, dinners and / or lunches).

6.6

Advances

Each payment, apart from those settled directly by the company via the travel agency, will be made using the staff members’ individual credit cards where available or via other payment methods. Hence no advances are under any circumstances granted to staff members on transfers.

If a staff member travelling to countries outside the Eurozone requires cash in local currency, as mentioned in section 4.2, they may either withdraw it from a local ATM machine or beforehand from a bank branch in Italy, and including the charges applied in their “Expense refund claims”, provided these are consistent with the amount of the expenditure envisaged for the transfer.

Charges applied to ATM withdrawals in Euros made in Italy and elsewhere will not be refunded.

6.7

Expense refunds

“Expense Claims” must be sent monthly to Human Resources and Organization or the respective co-ordinating unit at the international branches, after receiving authorization from the staff member’s line manager, with a breakdown of the expenses incurred during the relevant month (generally the month prior to the one in which the claim is presented).

The user/traveller is thus required to upload all paper-based documentation supporting their expenses to the system. The expenses are approved in the system, following the relevant checks, by their line manager and then forwarded automatically to HR to be settled. For

Group Directive on transfers and expense claim refunds 17

expense claims submitted in currencies other than the Euro, the exchange rate prevailing at the date on which the expense was occurred is the rate to be applied.

It should be noted that staff based at the London branch office who report to other Bank units in hierarchical terms are to request authorization for their “Expense Claims” by sending them via email, along with the supporting documentation scanned as attachments, to their line manager or the person deputed to act on their line manager’s behalf, with the head of UK Operations and the head of UK HR copied in, who will check the size and pertinence of the amount requested and any breaches of the limits set forth in this Directive, and will authorize the expense claim via email (or alternatively by stamping the expense claim if the staff member has submitted it in paper format).

Once the authorization has been obtained, staff based at the London branch office will inform the head of UK Operations who will approve the claim in the “London Expense Claim” application.

If the head of UK Operations is unavailable, the head of UK Human Resources will authorize the claim in the application.

Expenses incurred should always be listed by type (e.g. board, travel, etc.), specifying if any of them qualify as entertainment expenses in the relevant section.

6.8

Fringe benefits

Mediobanca pays the following refunds: Meals Lunch Staff concerned

Dinner

Interns, analysts, associates, VPs or Mediobanca staff no higher than “QD 3” level

Expense refunded

Max. €20

Max. €20

Paid directly by company (Food Delivery platform)

Max. €17*

Max. €17*

Weekdays

Non-refundable

Refundable with exit after 21:30

Saturdays and public holidays

Refundable with entry by 10:00 and/or minimum stay of 4 ½ hours

Refundable with exit after 21:30 and minimum stay of 4 ½ hours

* The reduced amount of €17 is due to the higher level of taxation applied to this method of payment.

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Taxis Taxis Staff concerned

All Mediobanca staff

Route

Office – home

Means of request

Expense claim

Weekdays

Refundable with exit after 21:30

Saturdays and public holidays

Refundable with exit after 21:30

These refunds are subject to the social security and tax treatment provided for “fringe benefits” under the regulations in force.

NB: For refunds for use of taxis, Mediobanca staff have the possibility of using the Globix RadioTaxi 8585 service which is not treated as a “fringe benefit”.

6.9

Exceptions to the applicability of the General rules

For specific categories of subjects, the possibility of a less rigorous application of the "General rules for obtaining expense reimbursement" described in paragraph 4.1 of the Directive is envisaged.

The Human Resources Department, in agreement with the heads of the business areas, identifies the subjects included in the categories in derogation (the so-called "VIP" / "Frequent Flyer VIP") and periodically reviews the list of these subjects in order to verify the subsistence of the requirements for staying in the category.

The subjects included in the aforementioned categories can contact the Travel Agency Uvet Global Business Travel directly, or through a delegated party (eg team secretary) for trip planning, without the need to obtain prior authorization for the transfer in the manner prescribed by the Directive.

Post transfer, the Line Manager, or his delegate, approves the Expense Note and the relative travel costs of the VIP/Frequent Flyer VIP subject while maintaining the right to reject any noncoherent expenses for type of expenditure.

Only on the occasion of special events, upon authorization of the Human Resources Department and the Line Manager is it possible to authorize any expenses exceeding the limits set by the Directive.

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