Consultation Agreement between shareholders
The consultation agreement between Mediobanca’s investors is considered a shareholders’ agreement pursuant to article 122, paragraph 5, letter a) of Italian Legislative Decree no. 58/98.
The Consultation Agreement, entered into at year-end 2018, with no provision made for rights of veto, was wound up on 8 September 2025.
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.
2025
Early termination of the consultation agreement between the shareholders of Mediobanca (9.9.2025).
