Notice of Meeting - Annual General Meeting 28 October 2021

Notice is hereby given that an Annual General Meeting, ordinary and extraordinary, of Mediobanca (the “Company”) will take place in a single session starting at 10.00 a.m. on 28 October 2021 in Piazzetta Cuccia 1, Milan, Italy, with the following:

Agenda

Ordinary business
1.    Financial statements as at 30 June 2021 Board of Directors’ Review of Operations, reports by external auditors and Statutory Audit Committee:
a.    Approval of financial statements for the year ended 30 June 2021;
b.    Allocation of profit for the year and distribution of dividend to shareholders, including through use of part of the Statutory Reserve.
2.    Authorization to buy and sell treasury shares.
3.    Remuneration:
a.    Report on remuneration and compensation paid: Section I – Mediobanca Group staff remuneration and incentivization policy FY 2021-22;
b.    Report on remuneration and compensation paid: resolution not binding on Section II – Disclosure on compensation paid in FY 2020-21;
c.    Policy in the event of the beneficiary leaving office or the employment arrangement being terminated;
d.    2022 Incentivization system based on financial instruments (the “2022 performance share scheme”): partial withdrawal of the 2021-25 incentivization scheme, and approval of new one-year scheme;
4.    Insurance policy covering civil liability for members of the Group legal entities’ governing bodies.

Extraordinary business
1.    Cancellation of treasury shares with no reduction of share capital; Article 4 of the company’s Articles of Association to be amended accordingly.
2.    Withdrawal of the existing authorization to the Board of Directors, under a resolution adopted by shareholders at the Annual General Meeting to be held on 28 October 2020, to increase the company’s share capital free of charge through the issue of no more than 20 million ordinary shares to be reserved to Mediobanca Group employees in execution of the performance share schemes in force at the time. Article 4 of the company’s Articles of Association to be amended accordingly.

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