Annual General Meeting, 28 October 2011

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Notice is hereby given that a general meeting of shareholders in Mediobanca (the “Company”) will be held

in Via Filodrammatici 3, Milan, Italy, at 11.00 a.m. on 28 October 2010 in the first instance, and at the same

time and place on 31 October 2010 if adjourned, with the following Agenda:


Ordinary business

1. Financial statements for the year ended 30 June 2011, the Board of Directors’ Review of Operations,

the external auditors’ report and the Statutory Audit Committee’s report; associated resolutions

2. Appointments to the Board of Directors having established their number and determined the amount

of their remuneration

3. Appointments to the Statutory Audit Committee; determining the amount of their remuneration

4. Staff remuneration policies

Extraordinary business

1. Proposal to amend Articles 6, 10, 14, 15, 17, 18, 19, 21, 22, 23, 24, 25, 28, 29 and 30 of the company’s

Articles of Association; and to introduce a new Article 11, with Articles 12 through to 35 to be

renumbered accordingly

2. Authorization to the Board of Directors to increase the company’s share capital by means of a rights

and/or bonus issue in a nominal amount of up to €100m, and to issue bonds convertible into ordinary

shares and/or bonds cum warrant, in an amount of up to €2bn, as permitted under Articles 2443 and

2420-ter of the Italian Civil Code, having first revoked the existing powers granted under a resolution

adopted by shareholders in general meeting on 27 June 2007 as amended by shareholders in general

meeting on 28 October 2008. Amendments to Article 4 of the Company’s Articles of Association and

related resolutions