Additions to the agenda and submission of new proposed resolutions

Pursuant to Article 126-bis of Italian Legislative Decree 58/98, shareholders representing, inter alia jointly, at least one fortieth of the company’s share capital (2.5%) may request an addition to the list of items on the agenda, indicating the additional topics for discussion proposed by them in the question, or submit proposed resolutions on items on the agenda.

Such questions must be sent in writing by 1 October 2018 using one of the following alternative methods:

 
 

1)  via a letter sent by recorded delivery to the head office of Mediobanca, at the following address:

    Mediobanca S.p.A.
    Company Secretary’s Office (General Meetings 2018)
    P.tta E. Cuccia 1
    20121 Milan
    Italy
 

2) via a email message, sent to the following email address: affari.societari@pec.mediobanca.com

the application must contain information regarding the identity of the shareholders submitting the request, with an indication of the percentage shareholding owned in the aggregate and the reference details of the notice made by the shareholder’s intermediary in accordance with Article 43 of the Single measure on post-trading, adopted by Consob and the Bank of Italy with provision of 13 August 2018.

Notice of any additions to the agenda, or the submission of further proposed resolutions on items already on the agenda, shall be given by the company, in the same forms stipulated for publication of the notice of meeting, by and no later than 12 October 2018.

Shareholders making such application shall also prepare a report containing an indication of the reasons for the proposed resolutions on new items to be included on the agenda, or the reason for the proposed further resolutions on items already included on the agenda by the deadline for the submission of the request referred to above. The report, along with any comments on it by the Board of Directors, will be made available to the public at the same time as the notice of the addition or further submission is published.

No additions to the agenda are possible on subjects on which the shareholders are required by law to adopt resolutions in general meeting at the Board’s proposal, or on the basis of plans or a report prepared by them other than those referred to under Article 125-ter, paragraph 1 of the Italian consolidated finance act.

Vote-holders may submit proposed resolutions individually in the general meeting.

Last update: 20/09/2018