CONSULTATION AGREEMENT BETWEEN MEDIOBANCA SHAREHOLDERS

The new Consultation agreement brings together 20.94% of the share capital with no provision for commitments in terms of lock-up or voting rights over the shares syndicated to it.

In signing the new Consultation Agreement, the Parties confirm their shared interest in the Group’s growth, with a view to ensuring unified management in accordance with its traditions of autonomy and independence.

The Agreement, with no provision for commitments in terms of lock-up or votes on the shares syndicated to it, governs the means by which the Parties meet to share reflections and considerations regarding the Group’s performance, in accordance with the principle of full parity of information versus the market.

The Parties to the Agreement acknowledge that the preferred practice is for the list of candidates for reappointment to the Board of Directors is for such list to be submitted by the outgoing Board itself (as provided by the Articles of Association).

TRANSLATION OF ESSENTIAL INFORMATION IN RESPECT OF A CONSULTATION AGREEMENT BETWEEN THE SHAREHOLDERS OF MEDIOBANCA S.P.A.(5.7.2019)

CONSULTATION AGREEMENT (I4.2.2019)

CONSULTATION AGREEMENT
On 20 December 2018, a Consultation Agreement was signed by Mediobanca shareholders representing 20.73% of the share capital, effective from 1 January 2019 and equivalent to the instance contemplated under Article 122, paragraph 5, letter a), of Italian Legislative Decree 58/98.

 

 


CHANGES IN MEDIOBANCA'S SHAREHOLDER BASE AND THE SHAREHOLDERS' AGREEMENT

1946

SHARES LOCKED UP: 100%
The three banks of national importance (BNIs), controlled by the IRI group, establish Mediobanca: Banca Commerciale Italiana 35%, Credito Italiano 35% and Banco di Roma 30%.

1956

SHARES LOCKED UP: 75%
Listing on the Milan stock exchange: the shareholding of the three BNIs falls to 75%.

1958

SHARES LOCKED UP: 55%
First shareholders' agreement: the three BNIs (51%), four non-Italian banks (Lazard, Lehman Brothers, Berliner Handels Gesellschaft, and Sofina) and a private Italian investor (Pirelli & C.) lock up a total of around 55% of the share capital.

1988

SHARES LOCKED UP: 50%
Privatisation of Mediobanca. The three BNIs sell 32% of the share capital reducing their holding to 25% (Banca Commerciale 8.8%, Credito Italiano 8.8% and Banca di Roma 7.4%). An equal shareholding of 25% is locked up by private shareholders (including Generali, Fiat, Pirelli, RAS, Olivetti, Pecci, Cir, Italcementi, La Fondiaria, Lazard, SAI, BHF Bank, Marzotto, Stefanel, Cerutti, and Ferrero). The agreement controls 50% of the share capital.

1993-1997

SHARES LOCKED UP: 50%
The IRI group privatises the capital of Banca Commerciale Italiana, Credito Italiano and Banca di Roma via a market placement.

2000

SHARES LOCKED UP: 50%
Following Banca Intesa's entry into the group, Banca Commerciale Italiana's share (8.9%) is mainly allocated to the other parties to the agreement. The holding controlled by the agreement remains stable at around 50% (the two Italian banks hold around 9.5% each).

2001

SHARES LOCKED UP: 49%
As a result of the merger into Mediobanca of Euralux (owner of 3.9% of Assicurazioni Generali), the consortium (whose members also include the Bolloré group, in addition to existing shareholders of Mediobanca) acquires a 5% shareholding in Mediobanca, which it locks up under the agreement. Following the dilution resulting from the merger, and several withdrawals and new additions, the percentage locked up is around 49% of the share capital.

2003

SHARES LOCKED UP: 57%
Following the increase in Bolloré's shareholding (5%) and the addition of other foreign investors (Groupama, Santander and Dassault) and several withdrawals, the shareholding subject to the agreement increases to around 57%.

2004

SHARES LOCKED UP: 55%
As a result of withdrawals (mainly including Fiat, Telecom – formerly Olivetti, and Dassault) and new additions (Brunelli, Della Valle, Fineldo, Mais, Vittoria Assicurazioni and Zannoni group), the locked up shareholding amounts to 55%.

2007

SHARES LOCKED UP: 46%
Following the UniCredit/Capitalia merger, the new UniCredit group sells 9.4% (reducing its holding from 18% to 8.7%), partly to the other parties and partly on the market. The percentage locked up under the agreement falls to 46%.

2007-2018

SHARES LOCKED UP: 28.5%
The percentage locked up falls steadily from 46% to 28.5% due to withdrawals. The main participants include UniCredit 8.4%, Bolloré 7,9%, Mediolanum 3.3%, Edizione/Benetton 2.1%, Fin.Priv 1.6%, Italmobiliare 1% and Fininvest 1%.

2019

The historical lock-up shareholders’ agreement terminated on 31 December 2018. Due to the new Consultation agreement Mediobanca free float up to 100%.