Mediobanca Shareholders' agreement

The percentage of Mediobanca’s share capital covered by the bank’s shareholders' agreement has fallen gradually over time. The agreement has ensured the bank has a stable ownership structure and has allowed a long-term view to be taken.

When we were originally listed in 1956, the Agreement locked up over half the share capital. In recent years its weight has diminished and today 28.5% of the share capital is locked up under the agreement.

The agreement does not restrict voting in general meetings, where each party may vote independently. The aim is to ensure a stable shareholder structure and representation on management bodies, thereby assuring a consistent management approach for the bank.

The agreement is managed by a Committee chaired by Angelo Casò. Filed in the Milan companies’ register.

BLOCK AGREEMENT
The shareholders' agreement is an agreement between shareholders who make a commitment not to sell the shares, or transfer them or carry out transactions that can change their ownership or availability.

 
 

PARTIES TO THE MEDIOBANCA SHAREHOLDERS' AGREEMENT

PARTIES N. OF SHARES LOCKED UP % OF SHARES LOCKED UP % OF SHARE CAPITAL
(4/08/2018)
UniCredit S.p.A. 74,531,792 29.52% 8.40%
Financière du Perguet S.A.S 69,681,608 27.60% 7.86%
Gruppo Mediolanum 29,095,110 11.52% 3.28%

Banca Mediolanum S.p.A.

22,644,712 8,97% 2,55%

Mediolanum Vita S.p.A.

6,450,398 2.55% 0,73%
Schematrentatre S.p.A. (Edizione S.r.l.)  18,625,029 7.38% 2.10%
FIN.PRIV. S.r.l. * 14,340,218 5.68% 1.62%
Italmobiliare S.p.A. 8,673,728 3.44% 0.98%
Fininvest S.p.A.  8,600,531 3.41% 0.97%
Gruppo Gavio 5,852,784 2.32% 0.66%

Aurelia S.r.l.

3,300,000 1.31% 0,37%

Beniamino Gavio

1,271,642 0.50% 0,14%

Daniela Gavio

577,500 0.23% 0,07%

Eredi Marcellino Gavio

371,642 0.15% 0,04%

Marcello Gavio

332,000 0.13% 0,04%

Gruppo Ferrero (Ferrero Int. S.A.)

5,722,500 2.27% 0.65%

          Ferrero S.p.A.

2.861.250 1,13% 0,32%

         Sereco RE S.A.

2.861.250 1,13% 0,32%

Gruppo Pecci

4,087,650 1.62% 0.46%

TOSCO-FIN S.r.l.

3,465,000 1.37% 0,39%

S.M.I.L. S.r.l.

622,650 0.25% 0,07%
Angelini Partecipazioni Finanziarie S.r.l. 4,000,000 1.58% 0.45%
Sinpar S.p.A.  3,409,213 1.35% 0.38%
Mais Partecipazioni Stabili S.r.l.  1,911,315 0.76% 0.22%
Fin.Prog.Italia sapa di Ennio Doris & C. (E.Doris) 1,818,886 0.72% 0.21%
Vittoria Assicurazioni S.p.A.  1,225,350 0.49% 0.14%
Romano Minozzi 929,100 0.37% 0.11%
TOTAL SHARES SYNDICATED 252,504,814 100.00% 28.47%

(*) Shareholders :Assicurazioni Generali 14.3%, Fiat Chrysler Automobiles 14.3%, UnipolSai  28.5%, Italmobiliare 14.3%, Pirelli & C. 14.3%, Telecom 14.3%.

EXCERPT FROM THE SHAREHOLDERS' AGREEMENT

PRESS RELEASE - CHAIRMAN OF PARTIES TO THE MEDIOBANCA SHAREHOLDERS’ AGREEMENT


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 now include UniCredit 8.4%, Bolloré 7,9%, Mediolanum 3.3%, Edizione/Benetton 2.1%, Fin.Priv 1.6%, Italmobiliare 1% and Fininvest 1%.