Chairmanship of Mediobanca Shareholders' Agreement

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The Meeting of Parties to the Shareholders’ Agreement held today, 17 July 2014, under the chairmanship of Angelo Casò approved the new text of the Agreement (attached hereto).

It also noted that Financière du Perguet contributed an additional 4,747,000 Mediobanca shares to the Agreement (of which 1 million with settlement on July 18) in partial exercise of its right to increase its shares; its syndicated participation was therefore increased from 6.46% to 7.01%. The overall percentage of shares syndicated to the Agreement went from 30.51% to 31.06%.

 

Milan, 17 July 2014

 

New text

Mediobanca Shareholders’ Agreement

 

Between the following parties:

  • UniCredit
  • Financière du Perguet (Bolloré group)
  • Gruppo Mediolanum
  • Edizione
  • Pirelli & C.
  • FIN.PRIV.
  • Italmobiliare
  • Fininvest
  • Gruppo Gavio
  • Ferrero
  • Gruppo Pecci
  • Angelini Partecipazioni Finanziarie
  • Sinpar
  • Gruppo Zannoni
  • Mais Partecipazioni Stabili
  • H-INVEST
  • Vittoria Assicurazioni
  • Candy
  • Romano Minozzi

(The “parties” or each of them a “party”)

Who, where necessary, shall enter into this agreement also in the name of and on behalf of their subsidiaries, as defined in Article 1.3 below.

 

Whereas:

  1. the Parties hold shares in Mediobanca S.p.A. (the “Bank”) in the single and aggregate amounts shown in the column headed “No. of shares syndicated” in the table in attachment A to this Agreement, of which it is an integral part (the “SHARES”);
  2. in view of their mutual co-operation, the Parties hereto reiterate their common commitment to preserving a stable shareholder base for Mediobanca and concur in considering the traditional system of corporate governance, characterized by the leveraging of management, as fundamental to safeguarding the characteristics, function and traditions of independence of the Bank, and ensuring that consistent management objectives are pursued;
  3. in order to ensure the stability of the shareholder base, each of the Parties undertakes to keep all of the SHARES syndicated to this Agreement, which in the aggregate account for approximately 30%, of the share capital of Mediobanca, without prejudice to transactions permitted under the terms of this Agreement;
  4. participation in this agreement via trustees is not permitted; nor are sub-shareholder agreements between some but not all of the Parties hereto.

The foregoing recitals being an integral part of this agreement, the Parties hereby enter into this Agreement, the terms of which, as well as constituting legally binding obligations, presume and give expression to mutual moral commitments.

 

In view of the foregoing, it is hereby agreed that: [...]

Mediobanca Group