At a Board Meeting held today, the Directors of Mediobanca, availing themselves of the right provided for by Article 15 of the Articles of Association, unanimously approved the following list of fifteen candidates for the position of Director of the Bank for the 2024-26 three-year period to be submitted to the approval of shareholders at the Annual General Meeting called to take place on 28 October 2023:
1) Renato Pagliaro
2) Alberto Nagel
3) Laura Cioli (*)
4) Valérie Hortefeux (*)
5) Francesco Saverio Vinci
6) Laura Penna (*)
7) Vittorio Pignatti Morano (*)
8) Angel Vilà Boix (*)
9) Virginie Banet (*)
10) Marco Giorgino (*)
11) Mana Abedi (*)
12) Maximo Ibarra (*)
13) Simonetta Iarlori (*)
14) Mimi Kung (*)
15) Stefano Parisse (*)
(*) Independent Director.
The candidates have been selected following the conclusion of the Process disclosed on 17 April 2023 (see Mediobanca website, Governance/General Meetings/General Meeting 2023), and reflect, individually and collectively, the characteristics described in the Report on the qualitative and quantitative composition of the Board of Directors published on 4 September 2023. In particular, the proposed list:
- Is made up of fifteen candidates for the position of Director, four-fifths of whom meet the independence requirements stipulated in the Articles of Association, and 47% of whom are from the less represented gender;
- More than half of its members are from the outgoing Board in order to ensure stability and effectiveness in the Bank’s management, in particular for purposes of implementing the new 2023-26 Strategic Plan approved in May 2023, and the Board Committees’ activities;
- Increases the level of diversity and experience, with a higher number of international profiles (which have increased from three to six) and has specialist and diversified competences in the area of banking risks.
The CVs of the candidates who are not currently part of the Board are attached to this press release. The complete documentation will be filed by the terms set by the Articles of Association.
The Board of Directors also approved:
- The draft individual and consolidated financial statements as at 30 June 2023 which coincide with the results disclosed to the public on 27 June 2023: a net profit of €1,026.8m for the Group (versus €907m in FY 2021-22) and of €606.5m for the parent company Mediobanca (€513.1m in FY 2021-22). A gross dividend of €0.85 per share will be submitted to the approval of shareholders at the Annual General Meeting called to take place on 28 October 2023. The dividend will become payable from 22 November 2023; the record date is 21 November 2023, and the dividends go ex-rights on 20 November 2023;
- The Consolidated Non-Financial Statement for FY 2022-23, drawn up in compliance with Article 4 of Italian Legislative Decree 254/2016, which discloses information on environmental and social issues and on people, respect for human rights and bribery and corruption, to help readers understand the activities performed by the Group, its performance, results, and the impact produced by it.
Lastly, the Board of Directors, inter alia with a view to promoting shareholder engagement activity, has approved a resolution to initiate a proxy solicitation pursuant to Articles 136ff of the Italian Finance Act and Articles 135ff of Consob’s Regulations for Issuers in respect of item no. 2 on the agenda (Appointment of Board of Directors for 2024-26 three-year period), retaining Morrow Sodali as the appointed representative. The relevant documentation will be published in the coming days.
Milan, 20 September 2023
Encl. as above.