General Meetings

The general meeting is the key moment in the relationship between the company and its shareholders. It sets the company’s agenda at meetings held in accordance with the law and the articles of association.

The shareholders are called to general meetings to decide on various matters regarding the life of the company and the resolutions passed are binding. The meeting procedures and the matters the shareholders are required to vote on in general meeting are specified by law and the articles of association. The meeting notices can be for ordinary business and extraordinary business, according to the matters to be voted on by the shareholders.

In ordinary general meetings the shareholders resolve on the:

  • appointment and dismissal of directors, statutory auditors and the external auditors, and on their remuneration;
  • approval of financial statements and allocation of profits;
  • staff remuneration policies and compensation schemes based on financial instruments;
  • criteria for determining the compensation to be awarded in the event of early termination of the employment relationship or the term of office;
  • a higher ratio of 1:1 (but not higher than the ratio of 2:1) between the variable and fixed component of the individual remuneration for staff.

In extraordinary general meetings the shareholders resolve on:

  • amendments to the articles of association;
  • extraordinary transactions, such as rights issues, mergers and splits;

Ordinary general meetings are called at least once a year, within 120 days of the company’s financial year end. Shareholders with voting rights may attend general meetings provided they have given notification of their intention to the company in the manner and within the time periods required by the applicable regulations.

 

2017

 

MINUTES OF GENERAL MEETING, 28 OCTOBER 2017


PRESS RELEASE

SUMMARY ACCOUNT OF THE VOTES ON THE ITEMS OF THE AGENDA

PRESS RELEASE ANNUAL GENERAL MEETING OF MEDIOBANCA SHAREHOLDERS

NOTICE OF MEETING ANNUAL GENERAL MEETING 28 OCTOBER 2017

PRESS RELEASE - DEPOSIT DOCUMENTATION

PRESS RELEASE - LISTS OF CANDIDATES FOR APPOINTMENT TO GOVERNING BODIES OF MEDIOBANCA

PRESS RELEASE - AGM DOCUMENT FILING AND PERFORMANCE SHARE AWARDS

PRESS RELEASE – GIANCARLO BRUNI WITHDRAWS ACCEPTANCE OF CANDIDACY

PRESS RELEASE, ASSOGESTIONI MANAGEMENT COMMITTEE – GIANCARLO BRUNI WITHDRAWS ACCEPTANCE OF CANDIDACY

NOTICE OF WITHDRAWAL OF CANDIDACY BY GIANCARLO BRUNI

REPORT ON THE QUALITATIVE AND QUANTITATIVE COMPOSITION OF THE BOARD OF DIRECTORS APPROVED


 

DOCUMENTATION FOR AGM

POINT 1 - ANNUAL ACCOUNTS AND REPORT AS AT 30 JUNE 2017

POINT 2 - BOARD OF DIRECTORS’ REPORT - APPOINTMENT OF BOARD OF DIRECTORS FOR 2018-20 THREE-YEAR PERIODPOINT 3 - BOARD OF DIRECTORS’ REPORT - APPOINTMENT OF STATUTORY AUDIT COMMITTEE FOR 2018-20 THREE-YEAR PERIOD

POINT 4 - REPORT ON REMUNERATION SUBMITTED TO APPROVAL OF SHAREHOLDERS IN ANNUAL GENERAL MEETING ON 28 OCTOBER 2017 POINT 5 - STATUTORY AUDIT COMMITTEE’S PROPOSAL (Increase in fee payable to external auditors for audit of the Company’s financial statements for the 2017-21 period)

REPORT ON THE QUALITATIVE AND QUANTITATIVE COMPOSITION OF THE BOARD OF DIRECTORS: RECOMMENDATIONS TO SHAREHOLDERS AND THE NEW BOARD OF DIRECTORS

 


 

Lists

LIST SUBMITTED BY UNICREDIT S.P.A. FOR APPOINTMENT TO BOARD OF DIRECTORS LIST SUBMITTED BY A GROUP OF INVESTORS FOR APPOINTMENT TO BOARD OF DIRECTORS LIST SUBMITTED BY UNICREDIT S.P.A. FOR APPOINTMENT TO STATUTORY AUDIT COMMITTEE LIST SUBMITTED BY A GROUP OF INVESTORS FOR APPOINTMENT TO STATUTORY AUDIT COMMITTEE


 

Shareholder's rights

RIGHT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING

VOTING BY PROXY AND NOTIFICATION

SHAREHOLDERS’ REPRESENTATIVE APPOINTED BY THE COMPANY

RIGHT TO ASK QUESTIONS PRIOR TO THE AGM

ADDITIONS TO THE AGENDA AND SUBMISSION OF NEW PROPOSED RESOLUTIONS

APPOINTMENTS TO THE BOARD OF DIRECTORS AND DEPOSIT OF LISTS

APPOINTMENTS TO THE STATUTORY AUDIT COMMITTEE AND DEPOSIT OF LISTS


 

Forms

PROXY FORM FOR PARTECIPATION IN GENERAL MEETING PROXY FORM AND VOTING INSTRUCTIONS: SPAFID S.P.A.


 

Other documentation

STATEMENT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

MEDIOBANCA GROUP 2017 REMUNERATION POLICY

ARTICLES OF ASSOCIATION


 

2011

General Meetings 28 October 2011

 Notice of meeting
 Press release issued post-AGM, 28 October 2011
 Overview of votes cast
 Minutes of general meeting
 Minutes of extraordinary general meeting

 

Board of Directors’ reports
 Financial statements for the year ended 30 June 2011, the Board of Directors’ Review of Operations, the external auditors’ report and the Statutory Audit Committee’s report; associated resolutions
 Appointments to the Board of Directors having established their number and determined the amount of their remuneration
 Appointments to the Statutory Audit Committee; determining the amount of their remuneration
 Staff remuneration policies
 Proposal to amend Articles 6, 10, 14, 15, 17, 18, 19, 21, 22, 23, 24, 25, 28, 29 and 30 of the company’s Articles of Association; and to introduce a new Article 11, with Articles 12 through to 35 to be renumbered accordingly
 Authorization to the Board of Directors to increase the company’s share capital by means of a rights and/or bonus issue in a nominal amount of up to €100m, and to issue bonds convertible into ordinary shares and/or bonds cum warrant, in an amount of up to €2bn, as permitted under Articles 2443 and 2420-ter of the Italian Civil Code, having first revoked the existing powers granted under a resolution adopted by shareholders in general meeting on 27 June 2007 as amended by shareholders in general meeting on 28 October 2008. Amendments to Article 4 of the Company’s Articles of Association and related resolutions

 

Lists

 Lists submitted by Unicredit S.p.A.
 Lists submitted by Fondazione Cassa di Risparmio in Bologna
 Lists submitted by Studio Trevisan on behalf of a group of investors
 Lists submitted by by Unicredit S.p.A.
 Lists submitted by Fondazione Cassa di Risparmio di Verona Vicenza Belluno e Ancona
 Lists submitted by Studio Trevisan on behalf of a group of investors
 Press Release, 19 October 2011
 Press Release issued by the Board of Directors of 24 october 2011
 Press release issued by Statutory Audit Committee of 24 october 2011

 

Solicitation of proxies pursuant to Article 136 of Consob Regulation no. 11971/99
 28 September 2011 Notice to shareholders from Marco Pedretti reminding them of the deadline for submitting proxy applications
 28 September 2011 Notice to shareholders from Gianfranco D'atri reminding them of the deadline for submitting proxy applications
 11 October 2011 Interruption from Gianfranco d'Atri of the deadline for submitting proxy applications

 

Last update: 21/09/2018