Appointments to the Statutory Audit Committee and deposit of lists

Appointment to the Statutory Audit Committee is made on the basis of lists submitted in accordance with the terms and provisions of Article 28 of the Company’s Articles of Association.
 
Lists for appointments to the Statutory Audit Committee may be submitted by shareholders representing at least 1% of the Company’s share capital in the aggregate. Ownership of the minimum percentage of the Company’s share capital required to submit a list is established on the basis of shares recorded as being in the shareholders’ possession at the date on which the lists are filed with the Company.
 
Each list consists of two sections: one for candidates for the post of Standing Auditor, the other for the post of Alternate Auditor. The candidates are to be numbered consecutively.
 
Lists which contain a number of candidates equal to or higher than three must ensure that the gender balance is respected at least to the degree stipulated by the regulations in force at the time (i.e. one-third to consist of members of the less-represented gender). Shareholders are also reminded that lists should include at least one alternate auditor who is a member of the less-represented gender. Such provision is necessary to ensure that the gender quotas are complied with even in cases where the standing auditors have to be replaced.
 
One individual shareholder may not submit or vote for more than one list, including via proxies or fiduciary companies. Shareholders belonging to the same group, that is, the parent company, subsidiaries and companies subject to joint control, and shareholders which are parties to a shareholders’ agreement as defined in Article 122 of Italian Legislative Decree 58/98 in respect of shares in the Company may not submit or vote for more than one list, including via proxies or fiduciary companies. Individual candidates may only feature in one list, failing which they shall become ineligible.
 
Under Article 28 of the Articles of Association, members of the Statutory Audit Committee may not hold posts in governing bodies other than those with responsibility for control in other Group companies or in companies in which Mediobanca holds, including indirectly, an investment which is deemed to be strategic under supervisory instructions laid down by the Bank of Italy (Assicurazioni Generali). In addition, candidates who hold the post of director, manager or officer in companies or entities, or who otherwise work with the management of companies operating directly or indirectly (including through subsidiaries), in the same sectors as Mediobanca, cannot be elected.
 
Lists must be submitted, to the headquarters of Mediobanca (Company Secretary’s Office — Piazzetta E. Cuccia 1, 20121 Milan, Italy) or via certified email to the following email address: mediobanca@pec.mediobanca.it by 3 October 2017, along with the additional documentation required by the law and regulations currently in force.

The following in particular must be deposited pursuant to Article of the Articles of Association:
  • Information on the identity of the shareholders submitting the lists, with an indication of the aggregate percentage shareholding owned by them
  • A statement from the shareholders submitting the list other than those who own, including jointly, a controlling interest or relative majority, declaring the absence or existence, as the case may be, of relations with the latter, as required by the provisions of Article 144–quinquies, paragraph 1, of Consob regulation no. 11971/99
  • Statements whereby the individual candidates declare they agree to stand for election and, under their own responsibility, declare that there are no grounds for their being incompatible with, or otherwise ineligible for, the post under consideration, and that they are in possession of the requisites specified under law and the Articles of Association, based on the model published on the website
  • A curriculum vitae in Italian and in English, for each candidate, signed and dated, containing exhaustive information regarding the interested party’s personal and professional qualifications, along with a list of the management or supervisory roles held by them at other companies (taking into account, inter alia, the recommendations made by Consob in this respect in its communication Consob DEM/9017893 issued on 26 February 2009)
  • The “Fit and proper assessment” questionnaire contained in Annex 2 of the “Report on the qualitative and quantitative composition of the Board of Directors”.

    Candidates for the post of Statutory Auditor are also reminded to provide, in their CVs or the additional attached documents, all or part of the information stipulated in the ECB “Fit and proper assessment” questionnaires available on the website www.mediobanca.com in the section entitled Corporate governance/General meeting 2017. The information may also be disclosed by completing the aforementioned questionnaires
Certification proving ownership of the requisite number of shares to submit a list at the date when the said list is deposited with the Company, to be released by an intermediary authorized by law, must also be deposited by 7 October 2017, the date by which the Company is bound to publish the lists deposited under applicable regulations; or alternatively, the notice issued by the intermediary in accordance with Article 23 of the combined Consob-Bank of Italy regulations issued on 22 February 2008 granting authorization to exercise such right.
 
Lists submitted which do not conform to the above specifications shall be treated as null and void.
 
If, when the deadline for submission of lists passes on 3 October 2017, only one list has been deposited, or only lists submitted by shareholders qualifying as related parties under the terms of Article 144-quinquies of the regulations for issuers, the deadline for submission of lists may be extended to up to three days following such date (i.e. up to 6 October 2017). In this case the limit for submission of lists will be reduced by one-half and accordingly shall be 0.5% of the company’s share capital in the aggregate.
 
Lists properly submitted shall be made available to the public at the offices of Mediobanca and Borsa Italiana S.p.A., on the authorized storage mechanism’s website managed by Spafid Connect S.p.A. (www.emarketstorage.com), and on the Company’s own website at www.mediobanca.com in the section entitled Corporate Governance/General meeting 2017, no later than 7 October 2017.
 
For further information on the submission of lists, please contact the Company Secretary’s Office via email at the following address: affari.societari@mediobanca.com or by phone at the following telephone numbers: +39 02 8829543, +39 02 8829455.

 

Last update: 13/09/2017