Proxy and voting intructions Form (c/o Spafid)

Mediobanca S.p.A. Annual General Meeting, 27 October 2018

Proxy form and voting instructions: Spafid S.p.A.

Spafid S.p.A., in the person of one of its own staff or collaborators specifically appointed, in its capacity as Appointed Representative under Article 135-undecies of Italian Legislative Decree 58/98 (TUF) of Mediobanca S.p.A.(the Company), is collecting proxies to vote on behalf of shareholders at the ordinary general meeting held on 27 October 2018 in a single session, in accordance with the methods and terms set forth in the notice of meeting published on the Company’s website at www.mediobanca.com on 21 September 2018. The party appointed as representative may only act as proxy in compliance with Article 135-undecies of the TUF.

The Proxy Form, to be notified to the Company through the Appointed Representative with the voting instructions reserved for it, must reach Spafid in its original form by the end of the second trading day prior to the date set for the shareholders' meeting (within the 23.59 on 25 October 2018), together with a copy of a valid identity document for the issuing shareholder, or, if the issuing shareholder is a company, for its current legal representative or another individual with the requisite powers, and also suitable documentation stating the capacity of the person concerned and their respective powers, by one or other of the following two methods:

  1. for proxies with autograph signature, to be delivered by hand or sent via courier or recorded delivery to: Spafid S.p.A. -Foro Buonaparte 10, 20121 Milan, Italy - Ref. Proxy AGM Mediobanca 2018;
  2. for proxies with eligible electronic or digital signatures, via certified email to the following address: assemblee@pec.spafid.it; or alternatively via the specific section of the website  www.mediobanca.com Corporate Governance/Shareholders' Meeting section (managed by Spafid S.p.A.).

Without prejudice to the sending of the original proxy, complete with voting instructions, the same may be notified to Spafid S.p.A., also by e-mail, at the certified mail address assemblee@pec.spafid.it.

The proxy and the voting instructions may be revoked by 23.59 on 25 October 2018 with the same methods used for their notification.

The issue of the proxy and voting instructions by signing and sending this form does not involve any form of expense for the issuing party save those in respect of transmission or sending.

In the event of unforeseen circumstances or of alterations or additions to the proposals submitted in the general meeting, Spafid S.p.A., in its capacity as Appointed representative, finding itself in a situation of conflict of interest as defined under paragraph 2 letter a) of Article 135-decies of the Italian Consolidated Finance Act, being a subsidiary of Mediobanca S.p.A., can only vote in accordance with the voting instructions received. Accordingly, no provision is made in this form for the possibility of authorizing the Appointed Representative to vote in any way not in accordance with the instructions received.


PROXY FORM Complete with the information requested and send to the Company via Spafid S.p.A.

Personal data

References

Information to be provided at the delegating party's discretion:

(ref. no. of communication from intermediary)

Detailed represented shares

hereby declares that they are aware:

  • of the possibility that the proxy thus issued to the Appointed representative contains voting instructions in respect only of some of the items on the agenda and that, assuming this is the case, their voting right will be exercised only in respect of those items for which voting instructions have been issued;
  • of the fact that the voting instructions issued to the Appointed representative may be executed by the latter only if Mediobanca S.p.A. has received, by the start of proceedings, notification from the authorized intermediary regarding the shares referred to in the proxy form.

Please complete if the form is signed by someone other than the owner of the shares

The undersigned executes this proxy in their capacity as:







Other (please specify):

* Information compulsory for individual or entity holding the voting right.

VOTING INSTRUCTIONS (Section containing information for only the appointed representative - put a cross in the relevant box)



The undersigned hereby delegates the Appointed representative to vote in accordance with the following voting instructions at the ordinary annual general meeting of Mediobanca S.p.A. called to take place on 27/10/2018:

TABLE A
RESOLUTIONS SUBMITTED TO VOTE - INSTRUCTIONS*

Item no. 1

Financial statements as at 30 June 2018 Board of Directors’ review of operations and other reports, reports by external auditors and Statutory Audit Committee ; related resolutions.

Proposal by Board of Directors
In favour
Against
Abstain

Item no. 2

Measures required under Article 15 of the company’s Articles of Association: appointment of two directors.

Candidate Maximo Ibarra

Proposal by Board of Directors
In favour
Against
Abstain

Candidate Vittorio Pignatti-Morano

Proposal by Board of Directors
In favour
Against
Abstain

In favour
Against
Abstain
Proposal submitted by:

(indicate proponent)

Item no. 3

Remuneration policies:

a. Staff remuneration policies;

Proposal by Board of Directors
In favour
Against
Abstain

b. Cap on variable and fixed remuneration based on a ratio of 2:1;

Proposal by Board of Directors
In favour
Against
Abstain

c. Policies in the event of beneficiaries leaving office or ceasing to work for Mediobanca

Proposal by Board of Directors
In favour
Against
Abstain

Item no. 4

Proposal for authorization to buy back and sell treasury shares; related resolutions

Proposal by Board of Directors
In favour
Against
Abstain
TABLE B
UNFORESEEN CIRCUMSTANCES

In the event of circumstances unforeseen upon issuance of the proxy2, the undersigned, having duly acknowledged that the Appointed representative is not free to choose to vote other than in accordance with the voting instructions received, with reference to:


Item no. 1

Financial statements as at 30 June 2018 Board of Directors’ review of operations and other reports, reports by external auditors and Statutory Audit Committee; related resolutions.


confirm instructions
revoke instructions *
In favour
Against
Abstain

Item no. 2

Measures required under Article 15 of the company’s Articles of Association: appointment of two directors.

Proposal by Board of Directors: candidate Maximo Ibarra

confirm instructions
revoke instructions *
In favour
Against
Abstain
Proposal by Board of Directors: candidate Vittorio PIgnatti-Morano

confirm instructions
revoke instructions *
In favour
Against
Abstain

confirm instructions
revoke instructions *
In favour
Against
Abstain

Item no. 3

Remuneration policies:

a. Staff remuneration policies;

confirm instructions
revoke instructions *
In favour
Against
Abstain
b. Cap on variable and fixed remuneration based on a ratio of 2:1;

confirm instructions
revoke instructions *
In favour
Against
Abstain
c. Policies in the event of beneficiaries leaving office or ceasing to work for Mediobanca.

confirm instructions
revoke instructions *
In favour
Against
Abstain

Item no. 4

Proposal for authorization to buy back and sell treasury shares; related resolutions.


confirm instructions
revoke instructions *
In favour
Against
Abstain
TABLE C
CHANGES OR ADDITIONS

Having duly acknowledged that the Appointed representative is not free to choose to vote other than in accordance with the voting instructions received, in the event of any changes or additions to the resolutions submitted in the general meeting3, with reference to


Item no. 1

Financial statements as at 30 June 2018 Board of Directors’ review of operations and other reports, reports by external auditors and Statutory Audit Committee; related resolutions.

In the event of changes/additions made by, supported or shared by the Chairman of the meeting4

confirm instructions
revoke instructions *

change instructions:
In favour
Against
Abstain

In the event of changes/additions proposed by another authorized participant5

(indicate proponent or proponent’s characteristics)
confirm instructions
revoke instructions *

change instructions:
In favour
Against
Abstain

Item no. 2

Measures required under Article 15 of the company’s Articles of Association: appointment of two directors

In the event of changes/additions made by, supported or shared by the Chairman of the meeting4

confirm instructions
revoke instructions *

change instructions:
In favour
Against
Abstain

In the event of changes/additions proposed by another authorized participant5

(indicate proponent or proponent’s characteristics)
confirm instructions
revoke instructions *

change instructions:
In favour
Against
Abstain

Item no. 3

Remuneration policies:

a. Staff remuneration policies

In the event of changes/additions made by, supported or shared by the Chairman of the meeting4

confirm instructions
revoke instructions *

change instructions:
In favour
Against
Abstain

In the event of changes/additions proposed by another authorized participant5

(indicate proponent or proponent’s characteristics)
confirm instructions
revoke instructions *

change instructions:
In favour
Against
Abstain
b. Cap on variable and fixed remuneration based on a ratio of 2:1;

In the event of changes/additions made by, supported or shared by the Chairman of the meeting4

confirm instructions
revoke instructions *

change instructions:
In favour
Against
Abstain

In the event of changes/additions proposed by another authorized participant5

(indicate proponent or proponent’s characteristics)
confirm instructions
revoke instructions *

change instructions:
In favour
Against
Abstain
c. Policies in the event of beneficiaries leaving office or ceasing to work for Mediobanca

In the event of changes/additions made by, supported or shared by the Chairman of the meeting4

confirm instructions
revoke instructions *

change instructions:
In favour
Against
Abstain

In the event of changes/additions proposed by another authorized participant5

(indicate proponent or proponent’s characteristics)
confirm instructions
revoke instructions *

change instructions:
In favour
Against
Abstain

Item no. 4

Proposal for authorization to buy back and sell treasury shares; related

In the event of changes/additions made by, supported or shared by the Chairman of the meeting4

confirm instructions
revoke instructions *

change instructions:
In favour
Against
Abstain

In the event of changes/additions proposed by another authorized participant5

(indicate proponent or proponent’s characteristics)
confirm instructions
revoke instructions *

change instructions:
In favour
Against
Abstain

In the event of a vote in respect of an action for liability being proposed pursuant to Article 2393, paragraph 2 of the Italian Civil Code by shareholders upon approval of the Company’s financial statements, the undersigned hereby delegates the Appointed representative to vote according to the following indication:


In favour
Against
Abstain

N.B. For any clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), individuals/entities authorized to participate in the general meeting can contact Spafid S.p.A. by phone at the following telephone number: (0039) 02-80687352; or by email at the following address: servizio.assemblee@spafid.it.


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* Under Article 135-undecies, paragraph 3 of Italian Legislative Decree 58/98, “shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders’ meeting. With regard to proposals for which no voting instructions are given, the shares of the shareholder concerned are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried”.

§ The original of the proxy form, to be notified to the Company via the Appointed representative with the Voting instructions reserved for it, must reach Spafid S.p.A. by 24/10/2014, along with a copy of a valid identity document for the issuing shareholder, or, if the issuing shareholder is a company, for its current legal representative or another individual with the requisite powers, and also suitable documentation stating the capacity of the person concerned and their respective powers, by one or other of the following two methods: i) for proxies with autography signature, to be delivered by hand or sent via courier or recorded delivery to: Spafid S.p.A. -Foro Buonaparte 10, 20121 Milan, Italy ii) for proxies with eligible electronic or digital signatures, via certified email to the following address: assemblee@pec.spafid.it; or alternatively via the specific section of the Bank’s website at www.mediobanca.it, managed by Spafid S.p.A.

1. E.g. shareholders’ agreement, minority shareholders, shareholder [surname or company name], etc.

2. In the event of significant circumstances unforeseen at the time when the proxy is issued which cannot be notified to the issuing party, it is possible to choose between: a) confirming the voting instructions already given; b) revoking the voting instructions already given, and c) changing the voting instructions already given. Where no choice is indicated, the voting instructions referred to under point a) will be taken as confirmed.

3. In the event of changes or additions being made to the proposed resolutions to be submitted to shareholders in general meeting, it is possible to choose between: a) confirming the voting instructions already given; b) revoking the voting instructions already given, and c) changing the voting instructions already given. Where no choice is indicated, the voting instructions referred to under point a) will be taken as confirmed.

4. In the event of a resolution regarding proposals to make changes or additions to the initial one submitted by the governing body or supported by the person chairing the meeting regardless of its proponent is put to the vote, the voting instructions provided on this occasion supersede those previously given.

5. If the resolution referred to under note 4 above fails to obtain the requisite majority of votes in favour to be approved and a proposal to make changes or additions to it made by a different party authorized to take part in the meeting from the previous one is put to the vote, the voting instructions, if any, provided on this occasion shall supplement the previous ones. The issuing party may indicate voting intentions with respect to the alternative proposals submitted, and such instructions will be binding for the appointed representative which will vote only if the proponent has the char