Review of qualifications for members of governing bodies appointed by shareholders at the Annual General Meeting held on 28 October 2017

At a Board meeting held today, following review by the Appointments Committee, the Directors of Mediobanca established that the Directors and Statutory Auditors appointed by shareholders at the annual general meeting held on 28 October 2017 are in possession of the requisites stipulated by the regulations in force and by the ECB.

In particular the Board established that:

       The following Directors qualify as independent under the terms of the definition provided in Article 148, para. 3 of Italian Legislative Decree 58/98: César Alierta, Maurizia Angelo Comneno, Marie Bolloré, Maurizio Carfagna, Maurizio Costa, Angela Gamba, Valérie Hortefeux, Alberto Lupoi, Elisabetta Magistretti, Massimo Tononi, Gabriele Villa, and all members of the Statutory Audit Committee;

       The following Directors qualify as independent under the terms of the definition provided in Article 19 of the Articles of Association: César Alierta, Maurizio Carfagna, Maurizio Costa, Angela Gamba, Valérie Hortefeux, Alberto Lupoi, Elisabetta Magistretti and Massimo Tononi. Director Maurizia Angelo Comneno does not qualify as independent under the terms of the definition provided in Article 19 of the Articles of Association on account of her post as member of the Executive Committee.

The Board also assessed the collective adequacy of its own composition and ascertained that it is consistent with the guidelines made in the Report on the qualitative and quantitative composition made by the outgoing Board of Directors approved on 14 June 2017.

Milan, 23 November 2017