Annual General Meetings Information
When is the annual general meeting held to approve the company’s financial statements?
The annual general meeting held to approve the company’s financial statements is usually held on 28 October. The precise date of the meeting is disclosed with due notice in the calendar of meetings of the company’s governing bodies published on this website.
When and where is the notice of meeting published?
The terms for publication vary according to the items on the agenda which shareholders are called together to approve. For approval of the financial statements and cases in which no other term is stipulated, the notice of meeting is published within 30 days of the date scheduled for the meeting. Where the resolutions for adoption include the appointment of the company’s governing bodies, the term for publication is set at 40 days prior to the general meeting.
The notice of meeting is published on the authorized storage mechanism's website, Mediobanca’s website, sent to Borsa Italiana and published in at least one national and international daily newspaper.
What are the terms and methods of publication for the Board of Directors’ reports on the items on the agenda?
The reports are made available to the public at the company’s head office and the offices of Borsa Italiana and are published on the Bank’s website within the term stipulated for publication of the notice of meeting. Reports prepared pursuant to specific legal requirements are published by the term stipulated in the requirements themselves (e.g. the annual financial report, where the maximum term for publication is reduced to 21 days prior to the general meeting).
Can items be added to the agenda at the shareholders’ request?
Shareholders representing, inter alia jointly, at least one fortieth of the company’s share capital may request an addition to the list of items on the agenda within ten days of the notice of meeting being published, indicating the additional topics for discussion proposed by them in the question, which must be made in writing. No additions are permitted for items on which shareholders by law adopt resolutions at the Board’s proposal or based on plans/reports prepared by the Directors, other than the illustrative reports referred to under Article 125-ter, paragraph 1 of the Italian Consolidated Finance Act. Notice is provided of such additions at least 15 days prior to the date set for the general meeting, in the same forms provided for the publication of the notice of meeting. Shareholders making such request shall prepare a report on the items they want to be discussed, and deliver it to the Board by the deadline for submitting additional requests. The Board publishes the report along with its own comments on it at the same time that the notice of the addition is published.
Who is entitled to take part in and vote at general meetings?
Authorization to take part in and vote at general meetings is given in the form of a notice sent by the intermediary to Mediobanca, based on its own records, to the individual with the voting rights. Such notice is made based on the evidence at the end of the accounting day of the seventh business day prior to the date set for the annual general meeting in the first instance (the “record date”). Authorization to take part and vote in cases where the notice is received by the issuer after the deadline may still be granted provided such notice is received before proceedings at the specific session of the meeting commence.
What does "record date" mean?
The “record date” is the date on which the individual applying to take part in the meeting has to be the owner of shares in Mediobanca (see previous point)
What are "dematerialized shares"?
Since 1 January 1999 shares in listed companies may no longer be represented by paper securities but must be managed through the centralized system operated by Monte Titoli S.p.A. In this case the right to take part is ensured by the records kept by the authorized intermediary which is party to the Monte Titoli system.
Who is the "Company’s Appointed Representative"?
The appointed representative is the entity designated by Mediobanca to which shareholders may issue a proxy, by filling in the relevant form and at no extra cost, with voting instructions for all or some of the proposed items on the agenda. The proxy must be issued by the second open market day prior to the date scheduled for the general meeting in the first instance, and is effective only in respect of those proposals for which voting instructions have been provided. The identity of the Appointed Representative and the methods and deadlines for issuing proxies are contained in the notice of meeting.
Is it possible to rescind proxies or voting instructions given to the "Company's Appointed Representative"?
Proxies and voting instructions may be rescinded at all times up to the end of the second open market day prior to the date scheduled for the general meeting in the first instance.
To whom, and how, may a voting proxy be issued?
The person entitled to vote may indicate by means of a proxy issued in writing a single representative for each general meeting, without prejudice to the entitlement to appoint replacements. The proxy is also effective for possible adjourned sessions of the meeting, and may be rescinded at any time. It is not valid if the name of the representative is left blank. The representative may deliver or send a copy of the proxy rather than the original, including on an electronic support, stating at his or her own responsibility that the copy conforms to the original proxy and asserting the delegate’s identity. The representative keeps the original proxy and retains a record of any voting instructions received for a period of one year following the conclusion of the general meeting.
By what methods is notice of the proxy to be given?
Notice of the proxy should be given by the methods indicated in the relevant section of this website.
What are the terms and methods for publishing the minutes of the annual general meeting?
The minutes are published on Mediobanca’s website (in the Corporate Governance section) within 30 days of the date of the meeting.
When is the dividend approved and paid?
The dividend is proposed by the Board of Directors at its meeting, usually held around the end of July or beginning of August each year, to approve the company’s annual results. The dividend is approved by shareholders at the general meeting called to approve the financial statements, usually held on 28 October each year. Normally the coupon is detached and the dividend paid in the third week of November, in accordance with Borsa Italiana’s guidance.
Is it possible to collect dividends for previous years?
The right to collect dividends lapses after 5 years, under Article 2949 of the Italian Civil Code. However, Mediobanca pays its shareholders all uncollected dividends without time limits upon the presentation of the relevant securities with their coupons. This benefit is also extended to shares following rights issues as a result of shareholders not taking up their entitlements.