Extraordinary business

Report by Board of Directors on item no. 1 on the agenda

Proposal to amend Articles 7, 10, 13, 14, 15, 16, 17, 18, 19, 20, 22, 25, 26, 27, 29 and 30 of the Company's Articles of Association; and to introduce a new Article 19 and delete Articles 23 and 24; with Articles 20 through to 35 to be renumbered accordingly

Dear shareholders,

We have called you together in extraordinary general meeting to submit to your approval the proposed changes to Articles 7, 10, 13, 14, 15, 16, 17, 18, 19, 20, 22, 25, 26, 27, 29 and 30 of the Company's Articles of Association, the introduction of a new Article 19, the deletion of Articles 23 and 24, and the consequent renumbering of the new Articles 20 through to 35, intended primarily to incorporate the following changes (references are to the new Article numbers).

The proposed amendments to the Articles of Association serve, virtually in their entirety, to incorporate the contents of the new instructions on corporate governance ('Supervisory Instructions') issued by the Bank of Italy on 6 May 2014 and contained in the First Part, Title IV, Section 1 of its Circular no. 285 issued on 17 December 2013, revising the provisions in respect of banks' organization and corporate governance issued by the Bank of Italy in March 2008 in order, among other things, to incorporate the new regulations introduced at European level by directive 2013/36/EU ('CRD IV').

A series of new requirements have been introduced in the Supervisory Instructions, especially in the area of the Board of Directors' composition and the formation of its committees. Some of the most important of these new requirements are as follows:

a maximum number of fifteen members must be set for the Board of Directors, save in exceptional and justified cases;
at least one-quarter of the members of the Board of Directors must qualify as independent, according to a single definition of 'independence' to be provided for in the Articles themselves;
the Chairman of the Board of Directors must have a non-executive role, and may therefore not be a member of the Executive Committee with voting rights;
the Board is to set up three internal committees the appointments, risks and remunerations committees – each of which must consist of from three to five members, all of whom shall be non-executive and the majority of whom shall qualify as independent;
one Director appointed from the minority list shall be a member of at least one of the aforementioned committees;
all Board members are obliged to devote an adequate amount of time to their duties, in accordance with the nature and quality of the commitment required of them, the roles performed by them within the Bank, other posts held by them in companies or entities, and the commitments or working activities performed by them, without prejudice to the limit set on the number of posts allowed to be held pursuant to CRD IV.

Mediobanca intends to revise its Articles of Association in order to incorporate the contents of the Supervisory Instructions within the existing structure. In accordance with the temporary provisions included in First Part, Title IV, Section VII of the Circular and in order to ensure the appropriate continuity of operation, Mediobanca will avail itself of the right to postpone the effects of certain of the new provisions until the first reappointment of the governing bodies subsequent to approval of these proposed changes to the Articles.

In particular, a temporary provision will be introduced to the Articles, providing that the amendments to Articles 15, 19 and 23 shall take effect only from the next set of reappointments made to the governing bodies, as follows:

(i) the reduction in the number of members of the Board of Directors from between fifteen and twenty-three to between nine and fifteen;
(ii) the reduction in the number of Directors who have been members of the Mediobanca Banking Group's senior management for at least three years from five to three;
(iii) the reduction in the number of members of the Executive Committee, if instituted, from the current maximum of nine to between three and five.
(iv) application of the new definition of independence set forth in Article 19.

This timescale for the aforementioned changes to the Articles of Association is consistent with the aim of ensuring that the transition to the new arrangement takes place without interruption to the Bank's operations, which could prove damaging, and of ensuring consistency with the activity being implemented by the governing bodies currently tasked with the Bank's management.

In view of the foregoing, with reference to the new statutory arrangements, Mediobanca confirms that a 'traditional' management and supervisory model will be adopted based on a Board of Directors (with responsibility for strategic supervision) and Statutory Audit Committee (with responsibility for control). In line with the Supervisory Instructions and in the light, inter alia, of the recommendations made to shareholders and the new Board of Directors contained in the 'Report on the qualitative-quantitative composition of the Board of Directors' dated 4 July 2014, new aspects will be introduced to this model in order to develop and refine it, thus seeking to ensure a system of efficient governance based on the principle of equilibrium between the respective powers, in which:

the body with responsibility for strategic supervision is called to adopt resolutions on the Bank's strategic direction and to monitor their implementation on an ongoing basis, whereas
the executive bodies are responsible for implementing the strategic guidelines and for the company's operations.

Under the new corporate governance arrangements to be implemented, the objective remains to create value which is sustainable over time from the Bank's core investment banking business. This activity, including in the area of granting credit (in particular medium-/long-term credit), requires the integration of a variety of different and highly specialized professional skills in the many different sectors in which the Bank operates: strategic assistance and advisory services to corporates, arranging and participating in investment transactions, debt and equity capital market services, and sundry other financial services. Such integration, in an increasingly globalized scenario, involves leveraging the full range of management capabilities to ensure the requisite skills are present and where necessary added, so that management decisions are taken on an informed and duly weighted basis, including with respect to the issue of possible conflicts of interest versus shareholders.

The managers' participation in the governing bodies with executive and strategic supervision duties is justified, among other things, by the need to guarantee high contribution levels in technical terms and knowledge in the principal business areas covered by the Bank. In the arrangement which it is proposed to adopt, the Bank's complex and varied set of activities should continue to benefit in qualitative terms from the internal debate and dialectic which results from the management being directly involved in the Company's governance.

In this scenario, the Articles of Association are intended to define governance arrangements which will allow for speed of decision-making on the part of the executive Directors in running the Company, while at the same time ensuring the Board itself has an effective role in terms of strategic supervision, and that information flows more smoothly between and within the governing bodies themselves.

To this end, the governance model chosen is intended to institute a clear distinctions of roles and responsibilities for the Board of Directors, Executive Committee and the Managing Director. This is the sense of the clear provision made in the Articles regarding the powers of the Board of Directors and the various appointed bodies, and the distinction between them, which ensures consistent management and unity of direction in the Bank's and the Group's operations, avoiding concentrations which could hinder robust internal debate.

In terms of how the new Articles have been drafted, preference has been given to the principle of brevity, with the text being confined to the essential provisions defining the key rules for the Company's governance. These provisions are supplemented by the general regulatory framework and the regulations in force, as well as the self-regulatory provisions that have been instituted. These are enacted, in turn, via the system of operating powers and rules.

Part of the purpose of drafting Articles which have been kept to a minimum and which for this reason often make reference to the legislation in force is to facilitate the process of revision in line with any changes that are made to the laws and regulations, including at European level, and with any developments and changes in national and international corporate governance best practices.

Overall, the changes to the Articles of Association are intended to:

(i) provide clear definition of the role of the Chairman (Article 16);
(ii) allow for consistent definition of the Board of Directors' role as body of strategic supervision (Article 18);
(iii) provide for the Board of Directors to be entitled, rather than obliged as is presently the case, to establish an Executive Committee based on the size of the Board in terms of the number of Directors, in view of the complexity of the Banking Group's operations and the variety and number of business areas covered (Article 23);
(iv) submit the definition of the Managing Director's powers and responsibilities entirely to the discretion of the Board of Directors, as is the case with the powers conferred on the Executive Committee, if any (Article 24);
(v) increase the number of Directors appointed by minority shareholders (Article 15).

The Board of Directors as body of strategic supervision. The Articles of Association confirm the Board of Directors' status as the only body with responsibility for strategic supervision. As such, in accordance with the Supervisory Instructions, the Board defines the overall governance structure and approves the Bank's organization, checking that it has been implemented correctly and promoting any corrective action that needs to be taken promptly in the event of any shortcomings or other inadequacies emerging (Article 18). The Board of Directors establishes from among its own number the committees envisaged by the regulations in force and the other internal committees, including, if no Executive Committee is appointed, the managerial committees it is deemed appropriate to institute, establishing their powers, composition and rules of functioning in accordance with the regulations in force (Article 20).

To this end, the changes to the Bank's Articles of Association ensure that the Board's composition, in qualitative and quantitative terms, is such as to ensure that the duties assigned to the Board by law, the Supervisory Instructions and the Articles of Association, are performed effectively, with the following provisions (in compliance inter alia with the requisites set down in the Supervisory Instructions; see Article 15):

a number of Directors comprised between nine and fifteen, to ensure that the Board's composition is commensurate from time to time with the size and complexity of the Bank's operations, without proving excessive;
an adequate number of independent Directors, higher than the limit set by the Supervisory Instructions (one-quarter) and in line with the more stringent requirements set forth in the Code of Conduct for Listed Companies issued by Borsa Italiana (application criterion 3.C.3), which provides for a minimum number of independent Directors equal to one-third of the total. The Articles of Association contains a single definition of independence, with no exceptions permitted; such definition is consistent with the role assigned to them, and includes a list of those circumstances which, when they recur, mean that a Director ceases to be independent, in line with the need raised by the Supervisory Instructions to facilitate the process of first ascertaining and then reviewing the requirement of independence among Directors;
two Directors to be appointed from a single minority list;
at least three members to be chosen from among the Group's senior management, to guarantee that the Board has, in view of their professionalism, the requisite qualifications for, and indepth knowledge of, the Bank's reference business, thus ensuring: (i) a high level of internal dialectic and debate, with the management representatives able to make

a significant contribution to the expression of the Board's will; (ii) quality and capability, as well as in independence of judgement, of equivalent qualitative standards if an Executive Committee is instituted, as these Directors would form part of such a committee de jure.

In this latter regard, the decision to retain management representation on the Board, albeit in smaller numbers to reflect the overall reduction in the number of Directors, reflects their own direct personal liability (as clearly stated by Article 2392 of the Italian Civil Code), in view of the specific capabilities and information which management possess. This helps to ensure that the conduct of the Group's senior management as represented in the Board of Directors, and possibly also in the Executive Committee as well, is geared towards maximizing the Company's interests, for the service of which – including through direct dialogue with the other Board members - the executive Directors make their professionalism and skill available.

From this standpoint, the proposed changes to the Articles of Association (Article 18), which are in line with the current Articles of Association,

while on the one hand providing that decisions in respect of the acquisition and disposal of investments equal to at least 10% of the investee company's share capital which involve an amount in excess of 5% of the Group's own consolidated regulatory capital fall within the Board of Directors' remit, in accordance with the regulations currently in force;
at the same time delegates to a committee, consisting of the three Banking Group senior management members and two Directors qualifying as independent pursuant to Article 19 hereof, the decisions to be taken in general meetings of the investee companies referred to in para. 5 above, if the companies are listed, with reference to the appointments to be made to their governing bodies. This is to ensure that such decisions are taken on the basis of a process which is collegiate and accountable in nature.

The Chairman (Article 16). The Chairman has a role of central importance, in the sense that he has a duty of care versus the Board as a whole while at the same time forming the main point of contact with the executive Directors.

The Chairman is responsible for ensuring that that the corporate governance system runs smoothly in practice, guaranteeing due balance between the powers of the Managing Director and the other executive Directors; he is the counterparty for dialogue with the bodies with duties of control and the internal committees.

To allow the Chairman to perform his duties effectively, in accordance with the Supervisory Instructions his position is non-executive, meaning he cannot take on management duties or roles.

With regard to the Chairman's role as point of contact between the executive and non-executive Directors, he seeks to promote dialogue and to assist the latter in monitoring the decisions taken by the former, while ensuring equilibrium is maintained between both groups in their involvement in the Bank's governance. This role accounts for his participation as an invited guest in meetings of the Executive Committee which may be established by the body with strategic supervision duties based inter alia on the size of the Board in terms of the number of its members).

In accordance with the duties required of him in terms of managing the Board's proceedings and circulating information provided for by the Italian Civil Code (cf. Article 2381, para. 1), the Chairman also ensures that all Directors (especially the independent Directors), are properly involved, with the aim of improving reporting and the quality of information flows. To this end, the Chairman takes special care in ensuring that exhaustive, timely and accurate information is exchanged between and within the bodies responsible for strategic supervision, management and control, in proportion with the powers of each of them.

The Executive Committee (Article 23). As provided by the Supervisory Instructions, the presence of both an Executive Committee and a Managing Director is justified in banks of larger size or greater operating complexity, and requires a clear division in terms of powers and responsibilities.

Under the terms of the proposed Articles, the body with duties of strategic supervision are entitled to establish an Executive Committee, which is justified by the diverse nature of the Bank's activities (in terms of business and geographies) and the need to ensure its operations as a whole are covered.

It therefore appears reasonable, in terms of consistency of organizational model, to establish an Executive Committee if the shareholders decide to appoint a Board consisting of twelve or more Directors. Conversely, if the shareholders decide to appoint a Board of Directors consisting of between nine and eleven members, it would be reasonable to assign executive powers to the Managing Director only, in which case the Board would have a more integrated role, and would have to schedule more frequent activity.

Establishment of an Executive Committee which the current Board of Directors recommends, inter alia in continuity with the recommendations contained in the 'Report on the qualitativequantitative composition of the Board of Directors' approved by the previous Board on 4 July 2014 is consistent with the objective of leveraging on Directors who are members of the Group's senior management, who would also be members of the Executive Committee de jure, and ensuring assessment and deliberation commensurate with an investment bank's objectives as well as independent evaluation on the part of the management.

To this end and to ensure consistent management, the Executive Committee, if set up, will be chaired by the Managing Director, who will act as the point of contact between the executive powers.

In terms of ensuring adequate information and reporting to the plenary Board of Directors, the Chairman will take part in Executive Committee meetings as an invited guest but without being able to exercise executive powers.

In the final version of the Articles once adopted, the Executive Committee, if appointed, would consist of between three and five members in total.

The Managing Director (Article 24). Under the Articles of Association, the body responsible for strategic supervision decides on, and is responsible for, defining the powers and duties attributable to the Managing Director, in terms both of powers of initiative with reference to management, and powers to make proposals to and instruct the Board in its activity. In particular, the Managing Director has executive powers and is responsible for implementing the resolutions adopted by the Board of Directors and the Executive Committee if appointed.

This statutory provision is consistent with

(i) the duty assigned to the Board of Directors in its capacity as the body responsible for clearly defining the Bank's corporate governance;
(ii) the need to ensure that the Board is able to amend the powers to be granted to the Managing Director depending on whether or not an Executive Committee is set up so that, if it is, a clear distinction of duties and responsibilities between them can be guaranteed.

In this connection, the proposed amendments to the Articles ensure that the respective powers of the Managing Director and the Executive Committee can be clearly defined and consistency of management direction ensured. At the same time and in any case, the Managing Director will chair the Executive Committee if it is established.

The General Manager (Article 25). Under the new Articles it is intended to adopt, the Board of Directors once again is entitled to appoint a General Manager at the Managing Director's proposal, along with a description of the respective duties and powers.

The General Manager, if appointed, will also be chosen, as again is already the case, from among the Directors who are members of the Bank's senior management. In line with the Supervisory Instructions, the General Manager is the head of the internal organization, and as such takes part in the Bank's management, performing the duties and exercising the powers assigned to him at the Managing Director's proposal by the Board of Directors, to ensure consistency of management under all circumstances.

Shareholders in general meeting (Articles 10 and 13). On 18 November 2014, the Bank of Italy issued new supervisory instructions in respect of 'Remuneration incentivization policies and practices' for banks and banking groups (the seventh update to circular no. 285 issued initially on 17 December 2013) to incorporate the new provisions introduced by Directive 2013/36/EU and the guidelines developed at international levels.

In accordance with the regulations now in force, the Articles of Association will be amended to provide that:

(i) shareholders in ordinary general meeting shall approve the criteria for determining the compensation to be agreed in the event of early termination of the employment relationship or term of office;
(ii) shareholders in general meeting shall also have powers to establish a ratio between the variable and fixed components of individual staff remuneration which is higher than 1:1 (but in any case not higher than 2:1), and also to determine the quorum for approving such proposal.

The Statutory Audit Committee (Article 29). This committee's duties are revised in line with Bank of Italy circular 263/06.

Other amendments. We have taken this opportunity to propose amendments to the following Articles as well:

Article 7, to allow proxies to be notified via email in respect of participation in annual general meetings;
Articles 13 and 28, to include the provision that Directors who are not members of the Group's senior management and Statutory Audit Committee members are entitled to receive refunds for the expenses incurred by them in the exercise of their duties;
Article 17, to increase, in view of the growing quantity in terms of workload, the number of meetings for the Board of Directors to at least six meetings per year, and to reduce the number of persons whose attendance is mandatory to only the Chairman or Deputy Chairman and the Secretary to the Board of Directors;
Article 26, to assign the power to propose the candidate to act as Head of financial reporting to the Managing Director, rather than the Executive Committee (having sought the opinion of the Statutory Audit Committee).

Various amendments for purely formal or reference purposes have also been made.

The amendments are not such as to grant shareholders the right of withdrawal and are subject to authorization from the Bank of Italy.

You are therefore invited to adopt the following resolution:

"The shareholders of Mediobanca,

having heard the Board of Directors' report,

hereby resolve:

1) to amend Articles 7, 10, 13, 14, 15, 16, 17, 18, 19, 20, 22, 25, 26, 27, 29 and 30 of the Company's Articles of Association;
2) to introduce a new Article 19, delete Articles 23 and 24, and renumber Articles 20 through to 35, as follows:

EXISTING TEXT	NEW TEXT
SECTION I	SECTION I
Establishment, Head Office, Duration and	Establishment, Head Office, Duration and
Purpose of the Company	Purpose of the Company
Article 1	Article 1
A Company is hereby established under the name	A Company is hereby established under the name
of MEDIOBANCA -	of MEDIOBANCA -
Banca di Credito Finanziario	Banca di Credito Finanziario
Società	Società
per	per
Azioni,	Azioni,
in	in
abbreviated	abbreviated
form	form
MEDIOBANCA S.p.A.	MEDIOBANCA S.p.A.
The	The
Company's	Company's
Head	Head
Office	Office
is	is
located	located
at	at
Piazzetta Enrico Cuccia 1, Milan.	Piazzetta Enrico Cuccia 1, Milan.
Article 2	Article 2
The duration of the Company shall be until 30	The duration of the Company shall be until 30
June 2050.	June 2050.
Article 3	Article 3
The purpose of the Company shall be to raise	The purpose of the Company shall be to raise
funds and provide credit in any of the forms	funds and provide credit in any of the forms
permitted, especially medium-	permitted, especially medium-
and long-term	and long-term
credit to corporates.	credit to corporates.
Within	Within
the	the
limits	limits
laid	laid
down	down
by	by
current	current
regulations,	regulations,
the	the
Company	Company
may	may
execute	execute
all	all
banking, financial and intermediation-related	banking, financial and intermediation-related
transactions and/or services and carry out any	transactions and/or services and carry out any
transaction deemed to be instrumental to or	transaction deemed to be instrumental to or
otherwise connected with achievement of the	otherwise connected with achievement of the
Company's purpose.	Company's purpose.
As part of its supervisory and co-ordinating	As part of its supervisory and co-ordinating
activities in its capacity as parent company of	activities in its capacity as parent company of
the	the
Mediobanca	Mediobanca
Banking	Banking
Group	Group
within	within
the	the
meaning	meaning
of	of
Article	Article
61,	61,
paragraph	paragraph
4,	4,
of	of
Legislative Decree No. 385 dated 1 September	Legislative Decree No. 385 dated 1 September
1993, the Company shall issue directives to	1993, the Company shall issue directives to
member companies of the Group to comply with	member companies of the Group to comply with
instructions given by the Bank of Italy in the	instructions given by the Bank of Italy in the
interests of maintaining the Group's stability.	interests of maintaining the Group's stability.
SECTION II	SECTION II
Share Capital and Shares	Share Capital and Shares
Article 4	Article 4
The Company's subscribed and fully paid up	The Company's subscribed and fully paid up
share capital is Euro 433,686,380.50 represented	share capital is Euro 433,686,380.50 represented
by 867,372,761 Euro 0.50 par value shares.	by 867,372,761 Euro 0.50 par value shares.
The share capital may also be increased as	The share capital may also be increased as
provided under legal provisions, including Article	provided under legal provisions, including Article
2441, paragraph 4, point 2 of the Italian Civil	2441, paragraph 4, point 2 of the Italian Civil
Code,	Code,
in	in
compliance	compliance
with	with
the	the
terms	terms
and	and

permitted by Article 2349 of the Italian Civil Code, in one or more tranches by and not later than 28 October 2015, in an amount of up to Euro 10m, through the issue of no more than 20 million ordinary par value Euro 0.50 shares, ranking for dividends pari passu, to be awarded to Mediobanca Group employees in execution of and in compliance with the terms of the performance share schemes approved by shareholders in general meeting. Of these 20 million shares a total of 2,033,549 new shares have been issued.

The Board of Directors is also authorized under Article 2443 of the Italian Civil Code, to increase the Bank's share capital by means of rights or bonus issues in one or more tranches by and no later than 28 October 2016, in a nominal amount of up to Euro 100m, including via warrants, through the issue of up to 200 million ordinary par value Euro 0.50 shares, to be offered in option or otherwise allotted to shareholders, and also to establish the issue price of such new shares from time to time, including the share premium, the date from which they shall rank for dividends, and whether or not any of the shares shall be used for exercising warrants, and is further authorized under Article 2420-ter of the Italian Civil Code to issue bonds convertible into ordinary shares and/or shares cum warrants in one or more tranches by and no later than 28 October 2016, in a nominal amount of up to Euro 2bn to be offered in option to shareholders, establishing that exercise of such authorizations shall not, without prejudice to the foregoing, lead to the issue of a total number of shares in excess of 200 million.

The Board of Directors is also authorized under Article 2443 of the Italian Civil Code, to increase the Bank's share capital by means of rights issues in one or more tranches by and not later than 27 October 2017, in a nominal amount of up to Euro 40m including via warrants, through the issue of up to 80 million ordinary par value Euro 0.50 shares, to be set aside for subscription by Italian and non-Italian professional investors with option rights excluded under and pursuant to the provisions of Article 2441 paragraph 4 point 2 of the Italian Civil Code and in compliance with the procedure and conditions precedent set forth therein.

SECTION III	SECTION III
General Meetings	General Meetings
Article 5	Article 5
General Meetings shall be called in Milan or	General Meetings shall be called in Milan or
elsewhere in Italy, as indicated in the notices	elsewhere in Italy, as indicated in the notices
convening such Meetings.	convening such Meetings.
Article 6	Article 6
Ordinary General Meetings shall be called at	Ordinary General Meetings shall be called at
least once a year within 120 days of the close of	least once a year within 120 days of the close of
the Company's financial year.	the Company's financial year.
Ordinary and Extraordinary General Meetings	Ordinary and Extraordinary General Meetings
shall pass resolutions on matters attributable to	shall pass resolutions on matters attributable to
each under regulations in force or these Articles	each under regulations in force or these Articles
of Association.	of Association.
Resolutions in respect of mergers, as provided	Resolutions in respect of mergers, as provided
for by Articles 2505 and 2505-bis of the Civil	for by Articles 2505 and 2505-bis of the Civil
Code, including in the cases referred to in	Code, including in the cases referred to in
Article 2506-ter of the Civil Code, the institution	Article 2506-ter of the Civil Code, the institution
or removal of branch offices, reductions in the	or removal of branch offices, reductions in the
Company's	Company's
share	share
capital	capital
as	as
a	a
result	result
of	of
shareholders	shareholders
exercising	exercising
their	their
right	right
of	of
withdrawal,	withdrawal,
amendments	amendments
to	to
the	the
Company's	Company's
Articles of Association to comply with regulatory	Articles of Association to comply with regulatory
requirements, and transfer of the Company's	requirements, and transfer of the Company's
headquarters within Italian territory, are by law	headquarters within Italian territory, are by law
the sole competence of the Board of Directors.	the sole competence of the Board of Directors.
The procedures for calling and powers to call	The procedures for calling and powers to call
meetings shall be those laid down by the law.	meetings shall be those laid down by the law.
Such notice also includes an indication of the	Such notice also includes an indication of the
sole date scheduled for the Meeting.	sole date scheduled for the Meeting.
Article 7	Article 7
The right to attend and vote at General Meetings	The right to attend and vote at General Meetings
shall be governed by the law.	shall be governed by the law.
Shareholders are authorized to attend and vote	Shareholders are authorized to attend and vote
at General Meetings if, by the end of the third	at General Meetings if, by the end of the third
open market day prior to the meeting, the issuer	open market day prior to the meeting, the issuer
has received notification in respect of them	has received notification in respect of them
from	from
an	an
authorized	authorized
intermediary	intermediary
based	based
on	on
evidence as at the close of business on the	evidence as at the close of business on the
seventh open market day prior to the date set	seventh open market day prior to the date set
for the general meeting in only instance.	for the general meeting in only instance.
Without	Without
prejudice	prejudice
to	to
the	the
foregoing,	foregoing,
a	a
shareholder is authorized to attend and to vote	shareholder is authorized to attend and to vote
at a general meeting if such notification reaches	at a general meeting if such notification reaches
the issuer after the terms indicated in the above	the issuer after the terms indicated in the above
paragraph, provided that it does so by the start	paragraph, provided that it does so by the start

of proceedings on the single date called for the	of proceedings on the single date called for the
general meeting.	general meeting.
Shareholders authorized to attend and vote at	Shareholders authorized to attend and vote at
general meetings may elect to have themselves	general meetings may elect to have themselves
be represented in such a meeting via a proxy	be represented in such a meeting via a proxy
issued in writing or made electronically in cases	issued in writing or made electronically in cases
where	where
such	such
possibility	possibility
is	is
provided	provided
for	for
by	by
regulations	regulations
in	in
force	force
and	and
in	in
accordance	accordance
therewith, subject to cases of incompatibility	therewith, subject to cases of incompatibility
and the limits prescribed by law.	and the limits prescribed by law.
Proxies may be notified electronically using the relevant section of the Company's website, in accordance with the instructions provided in the notice of meeting.	Proxies may be notified electronically using the relevant section of the Company's website or by email, in accordance with the instructions provided in the notice of meeting.
Article 8	Article 8
Shareholders shall be entitled to one vote for	Shareholders shall be entitled to one vote for
each share held.	each share held.
Article 9	Article 9
General Meetings shall be presided over by the	General Meetings shall be presided over by the
Chairman of the Board of Directors or, in his	Chairman of the Board of Directors or, in his
stead, by the elder Deputy Chairman, the other	stead, by the elder Deputy Chairman, the other
Deputy Chairman, if appointed, or by the most	Deputy Chairman, if appointed, or by the most
senior of the other Board members, in that order.	senior of the other Board members, in that order.
The Chairman shall be assisted by a Secretary. In	The Chairman shall be assisted by a Secretary. In
cases where Article 2375 of the Civil Code	cases where Article 2375 of the Civil Code
applies,	applies,
and	and
in	in
any	any
other	other
case	case
where	where
he	he
considers it advisable, the Chairman shall call	considers it advisable, the Chairman shall call
upon a notary to compile the minutes.	upon a notary to compile the minutes.
The	The
Chairman	Chairman
shall	shall
be	be
responsible	responsible
for	for
establishing that a quorum has been reached,	establishing that a quorum has been reached,
ascertaining the identity of those in attendance	ascertaining the identity of those in attendance
and assessing their entitlement to be so present,	and assessing their entitlement to be so present,
chairing and conducting the proceedings, and	chairing and conducting the proceedings, and
checking and announcing the results of any votes	checking and announcing the results of any votes
taken thereat.	taken thereat.
Article 10	Article 10
An ordinary general meeting shall be validly	An ordinary general meeting shall be validly
constituted regardless of the percentage of the	constituted regardless of the percentage of the
share capital represented, with resolutions being	share capital represented, with resolutions being
adopted on an absolute majority basis. An	adopted on an absolute majority basis. For
extraordinary	resolutions adopted pursuant to Article 13, para.
general	3, at least two-thirds of the share capital
meeting	represented is required to vote in favour if the
is	quorum of at least half the share capital has
validly	been reached, or with at least three-quarters of
constituted if at least one-fifth of the company's	the share capital represented if less than one
share capital is represented, and resolutions are	half of the share capital is represented at the
adopted with at least two-thirds of the share	meeting. An extraordinary general meeting is
capital in attendance voting in favour.	validly constituted if at least one-fifth of the

	company's share capital is represented, and resolutions are adopted with at least two-thirds of the share capital in attendance voting in favour.
Members of the Board of Directors and Statutory	Members of the Board of Directors and Statutory
Audit	Audit
Committee	Committee
shall	shall
be	be
appointed	appointed
in	in
accordance	accordance
with	with
the	the
procedures	procedures
set	set
out	out
respectively in Articles 15 and 29 hereof.	respectively in Articles 15 and 2928 hereof.
Article 11	Article 11
Transactions	Transactions
with	with
related	related
parties,	parties,
including	including
those which fall within the jurisdiction of	those which fall within the jurisdiction of
shareholders in general meeting or otherwise	shareholders in general meeting or otherwise
required to be submitted to the approval of	required to be submitted to the approval of
shareholders under Article 2364 of the Italian	shareholders under Article 2364 of the Italian
Civil Code, are approved in compliance with the	Civil Code, are approved in compliance with the
procedures adopted by the Board of Directors as	procedures adopted by the Board of Directors as
required by law.	required by law.
In urgent cases, transactions (including of Group	In urgent cases, transactions (including of Group
companies) with related parties other than those	companies) with related parties other than those
which fall within the jurisdiction of shareholders	which fall within the jurisdiction of shareholders
in general meeting or otherwise required to be	in general meeting or otherwise required to be
submitted to the approval of shareholders under	submitted to the approval of shareholders under
Article 2364 of the Italian Civil Code may be	Article 2364 of the Italian Civil Code may be
approved	approved
in	in
derogation	derogation
of	of
the	the
procedures	procedures
referred to in the previous paragraph, provided	referred to in the previous paragraph, provided
— without prejudice to the effectiveness of the	— without prejudice to the effectiveness of the
resolutions adopted and compliance with the	resolutions adopted and compliance with the
additional conditions set forth in the same	additional conditions set forth in the same
procedure	procedure
—	—
that	that
they	they
are	are
subsequently	subsequently
submitted	submitted
to	to
non-binding	non-binding
resolution	resolution
by	by
shareholders in general meeting to be adopted	shareholders in general meeting to be adopted
on the basis of a report by the Board and the	on the basis of a report by the Board and the
Statutory Audit Committee's opinion on the	Statutory Audit Committee's opinion on the
reasons for the urgency.	reasons for the urgency.
Article 12	Article 12
Resolutions shall be taken by a show of hands, or	Resolutions shall be taken by a show of hands, or
by any other clear and transparent method,	by any other clear and transparent method,
including electronic, that may be proposed by	including electronic, that may be proposed by
the	the
Chairman,	Chairman,
save	save
where	where
legal	legal
provisions	provisions
require otherwise without exception.	require otherwise without exception.
Resolutions	Resolutions
passed	passed
at	at
General	General
Meetings	Meetings
in	in
accordance with the law and these Articles of	accordance with the law and these Articles of
Association shall be binding on all Members,	Association shall be binding on all Members,
including those who dissent or are absent.	including those who dissent or are absent.
Shareholders	Shareholders
voting	voting
against	against
resolutions	resolutions
to	to
approve:	approve:
a)	a)
an extension to the Company's duration;	an extension to the Company's duration;
b)	b)
the	the
introduction	introduction
and/or	and/or
removal	removal
of	of
restrictions on the trading of securities,	restrictions on the trading of securities,
shall not have the right of withdrawal in	shall not have the right of withdrawal in
respect of all or part of their shares.	respect of all or part of their shares.

Members are entitled to inspect all deeds deposited at the Company's Head Office in respect of General Meetings that have already been called, and to obtain copies of such deeds at their own expense.	Members are entitled to inspect all deeds deposited at the Company's Head Office in respect of General Meetings that have already been called, and to obtain copies of such deeds at their own expense.
Article 13	Article 13
Shareholders in general meeting shall determine the fixed annual remuneration payable to members of the Board of Directors, upon their appointment for the entire duration of their term of office, to be shared between the individual Board members in accordance with the decisions of the Board of Directors itself.	Shareholders in general meeting shall determine the fixed annual remuneration payable to members of the Board of Directors, upon their appointment and for the entire duration of their term of office, to be shared between the individual Board members in accordance with the decisions of the Board of Directors itself. Directors who are not members of the Group's senior management are entitled to receive refunds for the expenses incurred by them in the exercise of their duties.
Shareholders in general meeting also approve remuneration policies and compensation schemes based on financial instruments operated for Directors, Group staff and collaborators.	Shareholders in general meeting, in accordance with the terms provided for in the regulatory provisions in force at the time, also approve remuneration policies and compensation schemes based on financial instruments operated for Directors, Group staff and collaborators, and the criteria for determining the compensation to be agreed in the event of early termination of the employment relationship or term of office. At the Board of Directors' proposal, shareholders in general meeting may, with the majorities provided for under Article 10 para. 1, cap the variable remuneration of Group staff and collaborators within the limit of 200% of their fixed salary or any other limit set by law and/or the regulations in force at the time.
SECTION IV	SECTION IV
Management	Management
Article 14	Article 14
The Board of Directors shall be responsible for management of the company, and shall exercise such management through the Executive Committee, the Managing Director and the General Manager, if appointed, in accordance with the provisions hereof.	The Board of Directors shall be responsible for management of the company, and shall exercise such management through the Executive Committee if appointed, the Managing Director and the General Manager, if appointed, in accordance with the provisions hereof.

Sub-section I - Board of Directors	Sub-section I - Board of Directors
Article 15	Article 15
The Board of Directors comprises between fifteen and twenty-three members. The duration of their term of office shall be three financial years, save where otherwise provided in the resolution approved for their appointment.	The Board of Directors comprises between nine and fifteen and twenty-three members. The duration of their term of office shall be three financial years, save where otherwise provided in the resolution approved for their appointment.
Members of the Board of Directors shall be in possession of the requisite qualifications for holding such office expressly stipulated under regulations in force at the time, failing which they shall become ineligible or, in the event of such circumstances materializing subsequently, shall be disqualified from office.	Members of the Board of Directors shall be in possession of the requisite qualifications for holding such office expressly stipulated under regulations in force at the time and the Articles of Association, failing which they shall become ineligible or, in the event of such circumstances materializing subsequently, shall be disqualified from office.
At least three of the Directors shall qualify as independent as defined by Article 148, paragraph 3, of Italian Legislative 58/98. At least one-third of the Directors (who may coincide with those qualifying as independent under the aforementioned requirements) shall qualify as independent as defined by the Code of Conduct for Listed Companies. If a Director qualifying as independent as defined above ceases to do so, this shall not result in him/her being disqualified from office provided the minimum number of Directors required to be independent under the present Articles of Association in compliance with regulations in force is still represented.	AtA number of Directors at least three of corresponding to the Directors number stipulated in the Code of Conduct for Listed Companies shall also qualify as independent as defined byin Article 148, paragraph 3, of Italian Legislative 58/98. At least one-third of the Directors (who may coincide with those qualifying as independent under the aforementioned requirements) shall qualify as independent as defined by the Code of Conduct for Listed Companies.19. If a Director qualifying as independent as defined above ceases to do so, this shall not result in him/her being disqualified from office provided the minimum number of Directors required to be independent under the present Articles of Association in compliance with regulations in force is still represented.
Five Directors are chosen from among employees with at least three years' experience of working for Mediobanca Banking Group companies at senior management level.	FiveThree Directors are chosen from among employees with at least three years' experience of working for Mediobanca Banking Group companies at senior management level.
No director aged seventy-five or over may be elected.	No director aged seventy-five or over may be elected.
Directors are appointed on the basis of lists in which the candidates are numbered consecutively. Lists may be submitted by the Board of Directors and/or by shareholders representing in the aggregate at least the percentage of the Company's share capital established under regulations in force at the time and specified in the notice of general meeting. Ownership of the minimum percentage of the Company's share capital required to submit a list is established on the basis of shares recorded as being in the shareholders' possession at the date on which the lists are filed with the issuer. Proof of ownership may also be produced subsequent to the list's filing,	Directors are appointed on the basis of lists in which the candidates are numbered consecutively. Lists may be submitted by the Board of Directors and/or by shareholders representing in the aggregate at least the percentage of the Company's share capital established under regulations in force at the time and specified in the notice of general meeting. Ownership of the minimum percentage of the Company's share capital required to submit a list is established on the basis of shares recorded as being in the shareholders' possession at the date on which the lists are filed with the issuer. Proof and is stated in accordance with the terms of the law.

provided that it is forthcoming within the term provided for the issuer to make the lists public.	Statement of ownership may also be producedmade subsequent to the list's filing, provided that it is forthcoming within the term provided for the issuer to make the lists public.
The lists undersigned by the shareholder or	The lists undersigned by the shareholder or
shareholder	shareholder
submitting	submitting
them	them
(including	(including
by	by
means of a proxy to one of them) shall contain a	means of a proxy to one of them) shall contain a
number	number
of	of
candidates	candidates
not	not
to	to
exceed	exceed
the	the
maximum number of directors to be elected,	maximum number of directors to be elected,
and must be lodged at the Company's head office	and must be lodged at the Company's head office
at least twenty-five days prior to the date	at least twenty-five days prior to the date
scheduled for the general meeting only instance,	scheduled for the general meeting only instance,
to be stipulated in the notice of meeting.	to be stipulated in the notice of meeting.
The list submitted by the Board of Directors, if	The list submitted by the Board of Directors, if
any, shall be lodged and made public using the	any, shall be lodged and made public using the
same methods provided as the lists submitted by	same methods provided as the lists submitted by
shareholders at least thirty days prior to the date	shareholders at least thirty days prior to the date
scheduled for the general meeting to take place	scheduled for the general meeting to take place
in only instance.	in only instance.
Lists containing a number of candidates equal to or above two-thirds of the Directors to be appointed shall contain five candidates numbered consecutively starting from the second in possession of the requisites stipulated under the foregoing paragraph 4.	Lists containing a number of candidates equal to or above two-thirds of the Directors to be appointed shall contain fivethree candidates numbered consecutively starting from the secondfirst in possession of the requisites stipulated under the foregoing paragraph 4.
Lists containing a number of candidates equal to	Lists containing a number of candidates equal to
or above three must ensure that the balance	or above three must ensure that the balance
between male and female candidates complies	between male and female candidates complies
with	with
at	at
least	least
the	the
minimum	minimum
requirement	requirement
stipulated by the regulations in force at the	stipulated by the regulations in force at the
time.	time.
Along with each list a curriculum vitae shall be	Along with each list a curriculum vitae shall be
filed for each candidate, along with all the other	filed for each candidate, along with all the other
information	information
and	and
statements	statements
required	required
under	under
regulations in force at the time. Such curriculum	regulations in force at the time. Such curriculum
vitae	vitae
shall	shall
contain	contain
an	an
indication	indication
of	of
the	the
candidate's professional credentials, together	candidate's professional credentials, together
with	with
statements	statements
whereby	whereby
each	each
candidate	candidate
declares, under his/her own responsibility, that	declares, under his/her own responsibility, that
there	there
are	are
no	no
grounds	grounds
for	for
his/her	his/her
being	being
incompatible with or ineligible for the post	incompatible with or ineligible for the post
under consideration, and that he/she is in	under consideration, and that he/she is in
possession of the requisites specified under law	possession of the requisites specified under law
and these Articles, and a list of the management	and these Articles, and a list of the management
or supervisory roles held by him/her at other	or supervisory roles held by him/her at other
companies.	companies.
Lists submitted which do not conform to the	Lists submitted which do not conform to the
above specifications shall be treated as null and	above specifications shall be treated as null and
void.	void.
Outgoing Directors who have served their terms	Outgoing Directors who have served their terms
of office may be re-elected.	of office may be re-elected.
One individual shareholder may not submit or	One individual shareholder may not submit or
vote for more than one list, including via proxies	vote for more than one list, including via proxies

or trustee companies. Shareholders belonging to the same group– that is, the parent company, subsidiaries and companies subject to joint control – and shareholders who are parties to a shareholders' agreement in respect of the issuer's share capital as defined in Article 122 of Italian Legislative Decree 58/98 may not submit or vote for more than one list, including via proxies or trustee companies. Individual candidates may only feature in one list, failing which they shall become ineligible.

The procedure for the appointment of Directors is as follows: all Directors save one are chosen on the basis of the consecutive number in which they are ordered from the list obtaining the highest number of votes; the other Director is chosen from the list which ranks second in terms of number of votes cast and which is not submitted or voted for by shareholders who are related, as defined under regulations currently in force, to the shareholders who submitted or voted for the list ranking first in terms of number of votes cast, again on the basis of the consecutive number in which the candidates are ordered.

In the event of an equal number of votes being cast, a ballot shall be held.

In the event that following the procedure set out above does not result in a sufficient number of Directors in possession of the requisites stipulated under the foregoing paragraphs 3 and 4 hereof being elected and if the number of Directors of one or other gender proves to be fewer than the number required by the regulations in force, the procedure shall be to replace the necessary number of candidates elected from among those in the majority list in the last consecutive positions with candidates in possession of the requisite qualifications or characteristics, from the same list based on their consecutive numbering. If it proves impossible to complete the number of Directors required via this procedure, again in order to comply with the provision of the foregoing paragraphs 3 and 4 and the regulations in force in respect of equal gender representation, the remaining Directors shall be appointed by shareholders in general meeting on the basis of a simple majority, at the proposal of the shareholders in attendance.

In the event of just one list being submitted, the Board of Directors is taken from this list in its entirety, providing the quorum established by law for ordinary general meetings has been reached.

The procedure for the appointment of Directors is as follows: all Directors save onetwo are chosen on the basis of the consecutive number in which they are ordered from the list obtaining the highest number of votes; the other Director isDirectors are chosen from the list which ranks second in terms of number of votes cast and which is not submitted or voted for by shareholders who are related, as defined under regulations currently in force, to the shareholders who submitted or voted for the list ranking first in terms of number of votes cast, again on the basis of the consecutive number in which the candidates are ordered.

In the event of an equal number of votes being cast, a ballot shall be held.

In the event that following the procedure set out above does not result in a sufficient number of Directors in possession of the requisites stipulated under the foregoing paragraphs 3 and 4 hereof being elected and if the number of Directors of one or other gender proves to be fewer than the number required by the regulations in force, the procedure shall be to replace the necessary number of candidates elected from among those in the majority list in the last consecutive positions with candidates in possession of the requisite qualifications or characteristics, from the same list based on their consecutive numbering. If it proves impossible to complete the number of Directors required via this procedure, again in order to comply with the provision of the foregoing paragraphs 3 and 4 and the regulations in force in respect of equal gender representation, the remaining Directors shall be appointed by shareholders in general meeting on the basis of a simplethe legal majority, at the proposal of the shareholders in attendance.

In the event of just one list being submitted, the Board of Directors is taken from this list in its entirety, providing the quorum established by law for ordinary general meetings has been reached.

For the appointment of those Directors who for For the appointment of those Directors who for whatever reason could not be elected to comply with the provisions set forth in the foregoing paragraphs, or in the event that no lists are submitted, the Board of Directors is appointed by shareholders in general meeting on the basis of a relative majority, again without prejudice to the requirements stipulated in Article 15, paragraphs 3 and 4 hereof and the regulations in force in respect of equal gender representation. In the event of one or more Directors leaving office before their term expires, the procedure shall be as described in Article 2386 of the Italian Civil Code, without prejudice to the obligation to comply with the provisions of Article 15, paragraphs 3 and 4 hereof and the regulations in force in respect of equal gender representation. Directors co-opted by the Board shall remain in office until the next successive annual general meeting, where shareholders will appoint a new Board member to replace the Director who has left office. Shareholders in general meetings shall adopt resolutions based on a relative majority, in compliance with the provisions in respect of the Board's composition set forth in Article 15, paragraphs 3 and 4 herein and the regulations in force in respect of equal gender representation. If the Directors being replaced had been elected from a minority list, where possible they are replaced with unelected Directors taken from the same list while respecting the regulations in force in respect of equal gender representation. For the purposes hereof, control shall be defined, including with respect to entities not incorporated as companies, as in the cases listed under Article 93 of Italian Legislative Decree 58/98. The foregoing shall be without prejudice to other and/or further provisions regarding the appointment of, and qualifications for, members of the Board of Directors required without exception under law and/or regulations in force. In the event of more than half of the Board of Directors leaving office before its term expires, whether as a result of resignations being tendered or for any other reason, the entire Board shall be deemed to have tendered its resignation and a general meeting called to appoint new Directors. However, the Board shall remain in office until shareholders have whatever reason could not be elected to comply with the provisions set forth in the foregoing paragraphs, or in the event that no lists are submitted, the Board of Directors is appointed by shareholders in general meeting on the basis of a relativethe legal majority, again without prejudice to the requirements stipulated in Article 15, paragraphs 3 and 4 hereof and the regulations in force in respect of equal gender representation. Directors who are also members of the Banking Group's senior management must leave office if and when they cease to be employed by the companies which make up the Banking Group. In the event of one or more Directors leaving office before their term expires, the procedure shall be as described in Article 2386 of the Italian Civil Code, without prejudice to the obligation to comply with the provisions of Article 15, paragraphs 3 and 4 hereof and the regulations in force in respect of equal gender representation. Directors co-opted by the Board shall remain in office until the next successive annual general meeting, where shareholders will appoint a new Board member to replace the Director who has left office. Shareholders in general meetings shall adopt resolutions based on a relative majority, in compliance with the provisions in respect of the Board's composition set forth in Article 15, paragraphs 3 and 4 herein and the regulations in force in respect of equal gender representation. If the Directors being replaced had been elected from a minority list, where possible they are replaced with unelected Directors taken from the same list while respecting the regulations in force in respect of equal gender representation. For the purposes hereof, control shall be defined, including with respect to entities not incorporated as companies, as in the cases listed under Article 93 of Italian Legislative Decree 58/98. The foregoing shall be without prejudice to other and/or further provisions regarding the appointment of, and qualifications for, members of the Board of Directors required without exception under law and/or regulations in force. In the event of more than half of the Board of Directors leaving office before its term expires, whether as a result of resignations being tendered or for any other reason, the entire Board shall be deemed to have tendered its resignation and a general meeting called to appoint new Directors. However, the Board shall remain in office until shareholders have

approved its reappointment in general meeting	approved its reappointment in general meeting
and until at least half the new Directors have	and until at least half the new Directors have
accepted the position.	accepted the position.
Article 16	Article 16
The Board of Directors shall approve from among	The Board of Directors shall approve from among
its own number a Chairman and one or two	its own number a Chairman and one or two
Deputy Chairmen and the Managing Director	Deputy Chairmen and the Managing Director
provided for in Article 25 hereunder, who shall	provided for in Article 2524 hereunder, who shall
remain in office for the entire duration of their	remain in office for the entire duration of their
terms as Directors.	terms as Directors.
No person aged seventy or over may be elected	No person aged seventy or over may be elected
as Chairman, and no person aged sixty-five or	as Chairman, and no person aged sixty-five or
over may be elected as Managing Director.	over may be elected as Managing Director.
In the event of the Chairman being absent or	In the event of the Chairman being absent or
otherwise	otherwise
impeded,	impeded,
his	his
duties	duties
shall	shall
be	be
discharged by, in order, the elder of the two	discharged by, in order, the elder of the two
Deputy Chairmen, the other Deputy Chairman if	Deputy Chairmen, the other Deputy Chairman if
appointed, and the most senior of the Directors	appointed, and the most senior of the Directors
in attendance.	in attendance.
Meetings	Meetings
of	of
the	the
Board	Board
are	are
called	called
by	by
the	the
Chairman who is responsible for setting the	Chairman who is responsible for setting the
agenda, presiding over the proceedings, and	agenda, presiding over the proceedings, and
ensuring that all Directors are provided with	ensuring that all Directors are provided with
adequate information regarding the business to	adequate information regarding the business to
be transacted.	be transacted.
The Chairman is also responsible for ensuring that the corporate governance system runs smoothly in practice, guaranteeing due balance between the powers of the Managing Director and the other executive Directors; he is the counterparty for dialogue with the internal control bodies and internal committees; and co ordinates with the Managing Director in supervising relations with externals and institutions.	The Chairman is also responsible for ensuring that the corporate governance system runs smoothly in practice, guaranteeing due balance between the powers of the Managing Director and the other executive Directors; he is the counterparty for dialogue with the internalbodies with duties of control bodies and the internal committees; and co-ordinates with the Managing Director in supervising relations with externals and institutions.
The Board also appoints a Secretary, who may	The Board also appoints a Secretary, who may
be chosen from outside its number. In the event	be chosen from outside its number. In the event
of the Secretary being absent or otherwise	of the Secretary being absent or otherwise
impeded, the Board designates the person to	impeded, the Board designates the person to
replace him/her.	replace him/her.
Article 17	Article 17
Meetings of the Board of Directors are called at	Meetings of the Board of Directors are called at
the head office of the Company or elsewhere by	the head office of the Company or elsewhere by
the Chairman or the Acting Chairman, on his own	the Chairman or the Acting Chairman, on his own
initiative or when requisitioned by at least three	initiative or when requisitioned by at least three
Directors. As a rule the Board of Directors meets	Directors. As a rule the Board of Directors meets
at least five times a year.	at least fivesix times a year.
Board meetings may also be called by the	Board meetings may also be called by the
Statutory	Statutory
Audit	Audit
Committee,	Committee,
provided	provided
the	the
Chairman of the Board has been notified to such	Chairman of the Board has been notified to such
effect in advance.	effect in advance.

be	Board meetings are called by notice in writing to given by electronic mail, facsimile transmission, letter or telegram dispatched at least five clear days prior to the date scheduled for the meeting. In urgent cases this may be reduced to two days. The notice in writing shall contain an indication of the place, day and time of the meeting, along with an agenda briefly setting out the business to be transacted.	Board meetings are called by notice in writing to be given by electronic mail, facsimile transmission, letter or telegram dispatched at least five clear days prior to the date scheduled for the meeting. In urgent cases this may be reduced to two days. The notice in writing shall contain an indication of the place, day and time of the meeting, along with an agenda briefly setting out the business to be transacted.
	Board meetings may also be held via video- or tele-conference, provided that the persons entitled to attend may be properly identified, speak in real time on items on the agenda, and receive or transmit documents, and further provided that the Chairman, Managing Director and Secretary are in attendance at the place where the meeting is being held.	Board meetings may also be held via video- or tele-conference, provided that the persons entitled to attend may be properly identified, speak in real time on items on the agenda, and receive or transmit documents, and further provided that the Chairman, Managing Director or acting Chairman and Secretary are in attendance at the place where the meeting is being held.
	The Board may also pass valid resolutions without a formal meeting being called, provided that all the Directors and standing auditors in office take part.	The Board may also pass valid resolutions without a formal meeting being called, provided that all the Directors and standing auditors in office take part.
	Article 18	Article 18
Managing Directors.	The Board of Directors, as described below, delegates management of the Company's day-to day business to the Executive Committee and Director, who execute such management in accordance with the guidelines and directives formulated by the Board of	The Board of Directors, as described below, delegates management of the Company's day-to day business to the Executive Committee, if appointed, and Managing Director, who execute such management in accordance with the guidelines and directives formulated by the Board of Directors.
Without	prejudice to legal and regulatory provisions in force from time to time, and without prejudice to those matters which are reserved to the sole jurisdiction of shareholders in general meeting, the following matters fall within the remit of the Board of Directors:	Without prejudice to legal and regulatory provisions in force from time to time, and without prejudice to those matters which are reserved to the sole jurisdiction of shareholders in general meeting, the following matters fall within the remit of the Board of Directors:
1.	approval of strategic guidelines and directions, business and financial plans, budgets, and risk management and internal control policies;	1. approval of strategic guidelines and directions, business and financial plans, budgets, and risk management and internal control policies;
2.	approval of quarterly and interim accounts and of draft individual and consolidated financial statements;	2. approval of quarterly and interim accounts and of draft individual and consolidated financial statements;
3.	decisions concerning the acquisition or disposal of equity investments which alter the composition of the Banking Group for amounts of over €500m or otherwise of investments worth in excess of €750m;	3. decisions concerning the acquisition or disposal of equity investments which alter the composition of the Banking Group for amounts of over €500m or otherwise of investments worth in excess of €750m;
4.	trading involving equity investments in excess of 15% of the holdings owned at the start of each financial year in Assicurazioni Generali S.p.A., RCS MediaGroup S.p.A. and Telco S.p.A.;	4. trading involving equity investments in excess of 15% of the holdings owned at the start of each financial year in Assicurazioni Generali S.p.A., RCS MediaGroup S.p.A. and Telco S.p.A.;

1. appointment and dismissal of the Executive Committee provided for in Article 22 with the powers described under Article 23 and establishment of any additional powers to be vested in it;
1. appointment and dismissal of the Managing Director with the powers described under Article 25 and establishment of any additional powers to be vested in him as well as his remuneration;
1. appointment and dismissal of the General Manager and establishment of his powers and remuneration;
1. appointment of the Head of company financial reporting and of persons responsible for internal audit and compliance duties;
1. proposals to be submitted to shareholders in ordinary and extraordinary general meetings;
1. approval or amendment of any internal regulations;
1. ascertaining that Directors and members of the Statutory Audit Committee, upon their appointment or without prejudice to the foregoing at least on an annual basis, are in possession of the requisite professional credentials, are fit and proper persons to hold such office, and qualify as independent as required by regulations in force and by these Articles of Association.
1. appointment and dismissal of the Executive Committee provided for in Article 22 with the powers described under Article 23 and establishment of any additional powers to be vested in it;
1. appointment and dismissal of the Managing Director with the powers described under Article 25 and establishment of any additional powers to be vested in him as well as his remuneration;
1. appointment and dismissal of the General Manager and establishment of his powers and remuneration;
1. appointment of the Head of company financial reporting and of persons responsible for internal audit and compliance duties;
1. proposals to be submitted to shareholders in ordinary and extraordinary general meetings;
1. approval or amendment of any internal regulations;
1. ascertaining that Directors and members of the Statutory Audit Committee, upon their appointment or without prejudice to the foregoing at least on an annual basis, are in possession of the requisite professional credentials, are fit and proper persons to hold such office, and qualify as independent as required by regulations in force and by these Articles of Association.
1. definition and approval of the strategic guidelines and directions, business and financial plans, budgets, and risk management and internal control policies;
1. appointment and dismissal of the Executive Committee, Managing Director, General Manager, Head of Company Financial Reporting, and the heads of the Group Audit, Compliance and Risk Management units;
1. approval of quarterly and interim accounts and of draft individual and consolidated financial statements;
1. the Bank's organization, ensuring clear distinction of duties and functions and avoiding conflicts of interest;
1. approval of acquisition and disposals of investments which are equal to at least 10% of the investee company's share capital and at the same time involve an amount in excess of 5% of the Group's own consolidated regulatory capital.

Without prejudice to every Director's entitlement to submit proposals, the Board of Directors normally adopts resolutions based on the proposal of the Executive Committee or the Managing Director.	Without prejudice to everyeach Director's entitlement to submit proposals, the Board of Directors normally adopts resolutions based on the proposal of the Executive Committee, if appointed, or the Managing Director. The Board of Directors delegates a committee consisting of the three Banking Group senior management members and two Directors who qualify as independent pursuant to Article 19 hereof, in respect of decisions to be taken in general meetings of the investee companies referred to in para. 5 above, if the companies are listed, with reference to the appointments to be made to their governing bodies. The committee adopts resolutions with a majority of its members voting in favour.
The Board of Directors may take resolutions on transactions falling within the remit of the Executive Committee and Managing Director with a majority of the Directors in office voting in favour.	The Board of Directors may take resolutions on transactions matters falling within the remit of powers delegated by it. the Executive Committee and Managing Director with a majority of the Directors in office voting in favour.
	Article 19
	The Board of Directors assesses the independence of its own non-executive members, bearing in mind that a Director does not qualify as independent in the following cases: a) if they hold, directly or indirectly, including through subsidiaries, fiduciaries or other intermediaries, a shareholding of over 2% in the company or is a significant representative of the group to which the company belongs; b) if they are, or have been in the three preceding financial years, a significant representative of the company or of one of its strategically relevant subsidiaries; c) if they have or have had in the past three financial years, directly or indirectly, a significant commercial, financial or professional relationship with the group; d) if they receive or have received in the past three financial years, significant additional remuneration from the group compared to their fixed emolument as non-executive director; e) if they have been a Director for more than nine of the last twelve years; f) if they are partner or director of a company or entity forming part of the network of the company retained by the issuer as its external auditor; a)g)if they are a close relative of a person in one or other of the situations listed under the points above.

Article 19	Article 19 20
The Board of Directors shall establishthree committees from among its own number	The Board of Directors shall establish three committees from among its own number the Committees envisaged by the regulations in force and the other internal committees, including, if no Executive Committee has been appointed, the managerial committees it is deemed appropriate to institute, establishing their powers and composition in accordance with the regulations in force.
i) an Appointments committee, made up of five members and including de jure the Chairman of the Board of Directors, the Managing Director, the General Manager, if appointed, and at least two Directors qualifying as independent under the Code of conduct for listed companies. The committee reviews and tables proposals for the submission of a list of candidates for appointments to the Board of Directors, to co-opt Board members after Directors have left office, for appointments to the Executive Committee and to the post of Managing Director, and at the proposal of the latter, for appointments to the post of General Manager; for these duties, if the General Manager forms part of the committee, two directors qualifying as independent under the Code of conduct are added to the committee. The Board of Directors also delegates the Appointments committee to pass resolutions on proposals made by the Managing Director, having first sought the opinion of the Chairman, regarding decisions to be taken in general meetings of the investee companies referred to in paragraph 2, point 4 of the foregoing Article 18 in respect of appointments to governing bodies. The committee adopts resolutions with a majority of its members voting in favour. In the event of an equal number of votes being cast, the decision reverts to the Board of Directors;	i) an Appointments committee, made up of five members and including de jure the Chairman of the Board of Directors, the Managing Director, the General Manager, if appointed, and at least two Directors qualifying as independent under the Code of conduct for listed companies. The committee reviews and tables proposals for the submission of a list of candidates for appointments to the Board of Directors, to co-opt Board members after Directors have left office, for appointments to the Executive Committee and to the post of Managing Director, and at the proposal of the latter, for appointments to the post of General Manager; for these duties, if the General Manager forms part of the committee, two directors qualifying as independent under the Code of conduct are added to the committee. The Board of Directors also delegates the Appointments committee to pass resolutions on proposals made by the Managing Director, having first sought the opinion of the Chairman, regarding decisions to be taken in general meetings of the investee companies referred to in paragraph 2, point 4 of the foregoing Article 18 in respect of appointments to governing bodies. The committee adopts resolutions with a majority of its members voting in favour. In the event of an equal number of votes being cast, the decision reverts to the Board of Directors;
ii) a Remunerations committee, made up of from five to seven non-executive members, at least a majority of whom shall be independent as defined by the Code of conduct, with powers of consultation and enquiry to determine the remuneration of Directors vested with particular duties and the General Manager if appointed. The committee also gives its opinion on the guidelines for remuneration and staff retention policies operated by the Group presented by the Managing Director;	ii) a Remunerations committee, made up of from five to seven non-executive members, at least a majority of whom shall be independent as defined by the Code of conduct, with powers of consultation and enquiry to determine the remuneration of Directors vested with particular duties and the General Manager if appointed. The committee also gives its opinion on the guidelines for remuneration and staff retention policies operated by the Group presented by the Managing Director;
iii) an Internal control and risks committee,	iii) an Internal control and risks committee,

with from three to five independent members as defined by the Code of conduct, which has duties of consultation and enquiry in particular with respect to the Bank's system of internal control and risk management, and the structure of its IT and financial reporting organization. Article 20 For Board resolutions to be valid, a majority of the Directors in office must be present. The Board of Directors adopts resolutions with a majority of those in attendance voting in favour. For the matters listed under the foregoing Article 18, paragraph 2, points 5, 6 and 7, the Board shall adopt resolutions based on the quorum stipulated in Article 18, paragraph 4. In the event of an equal number of votes being cast, the Chairman of the Board of Directors shall have the deciding vote. In the event of Directors abstaining from votes owing to an interest which such Directors may have in the transaction concerned, either themselves or through third parties, the Directors so abstaining are included for purposes of establishing the quorum required for the meeting to be validly constituted, but are not included for determining the majority required to pass the resolution. As required under Articles 2381 of the Italian Civil Code, the appointed bodies report to the Board of Directors every three months on general operating performance and prospects, as well as on the most significant transactions in terms of size or characteristics carried out by the Company or its subsidiaries. Article 21 Resolutions shall be recorded in the minutes of the meeting and entered in the book required to be kept by law, shall be signed by the Chairman or whoever presides over the meeting in his stead, by another Director and by the Secretary. Excerpts from the minutes signed by the Chairman or by two Directors and countersigned by the Secretary constitute full proof. with from three to five independent members as defined by the Code of conduct, which has duties of consultation and enquiry in particular with respect to the Bank's system of internal control and risk management, and the structure of its IT and financial reporting organization. Article 201 For Board resolutions to be valid, a majority of the Directors in office must be present. The Board of Directors adopts resolutions with a majority of those in attendance voting in favour. For the matters listed under the foregoing Article 18, paragraph 2, points 5, 6 and 7, the Board shall adopt resolutions based on the quorum stipulated in Article 18, paragraph 4. In the event of an equal number of votes being cast, the Chairman of the Board of Directors shall have the deciding vote. In the event of Directors abstaining from votes owing to an interest which such Directors may have in the transaction concerned, either themselves or through third parties, the Directors so abstaining are included for purposes of establishing the quorum required for the meeting to be validly constituted, but are not included for determining the majority required to pass the resolution. As required under Articles 2381 of the Italian Civil Code, the appointed bodies report to the Board of Directors every three months on general operating performance and prospects, as well as on the most significant transactions in terms of size or characteristics carried out by the Company or its subsidiaries. Article 2122 Resolutions shall be recorded in the minutes of the meeting and entered in the book required to be kept by law, shall be signed by the Chairman or whoever presides over the meeting in his stead, by another Director and by the Secretary. Excerpts from the minutes signed by the Chairman or by two Directors and countersigned by the Secretary constitute full proof.

Sub-section II - Executive Committee	Sub-section II - Executive Committee
Article 22	Article 2223
The Board of Directors appoints an Executive Committee to comprise a total of up to nine members, establishing their powers in accordance with the provisions of Article 23, paragraph 1 hereunder.	The Board of Directors appointsmay appoint an Executive Committee to compriseranging in number from a totalminimum of up to nine membersthree to a maximum of five Directors, establishing their powers the Committee's composition and rules of functioning in accordance with the provisions of Article 23, paragraph 1 hereunder.regulations in force. If appointed, the Executive Committee is responsible for the ordinary management of the Company, with all powers – including to extend credit – not reserved by the applicable regulations or these Articles of Association to the collegiate jurisdiction of the Board of Directors, or which the latter has not otherwise delegated to the Managing Director. The Executive Committee may delegate its
	powers to approve resolutions to committees made up of the Company's management or individual managers up to certain pre established limits.
The Chairman of the Board of Directors and the five directors who are members of the Group's management with the requisites stipulated under the foregoing Article 15 and elected from the list which receives the highest number of votes are members of the Executive Committee de jure.	The Chairman of the Board of Directors and the five directors Save in cases of incompatibility and up to the limits set by the regulations in force, the Directors who are members of the Group's management with the requisites stipulated under the foregoing Article 15 and elected from the list which receives the highest number of votes are members of the Executive Committee de jure.
Without prejudice to the provisions of the law, Executive Committee members in possession of the requisites stipulated under the foregoing Article 15 are bound to devote themselves solely to performance of activities involved in such office, and unless otherwise provided by the Board of Directors, may not perform duties of administration, management or control or of any other kind at companies or entities which are not investee companies of Mediobanca. Without prejudice to the provisions of the law, the other members of the Executive Committee, save otherwise provided by the Board of Directors, may not perform duties of administration, management, control or of any other kinds for banking groups or insurance companies. Directors who are also part of the Banking Group's management, and who in such capacity are called to form part of the Executive Committee, shall cease to be Directors upon their ceasing to be employed by the company belonging to the Banking Group.	Without prejudice to the provisions of the law, Executive Committee members in possession of the requisites stipulated under the foregoing Article 15 are bound to devote themselves solely to performance of activities involved in such office, and unless otherwise provided by the Board of Directors, may not perform duties of administration, management or control or of any other kind at companies or entities which are not investee companies of Mediobanca. Without prejudice to the provisions of the law, the other members of the Executive Committee, save otherwise provided by the Board of Directors, may not perform duties of administration, management, control or of any other kinds for banking groups or insurance companies. Directors who are also part of the Banking Group's management, and who in such capacity are called to form part of the Executive Committee, shall cease to be Directors upon their ceasing to be employed by the company belonging to the Banking Group.

Members of the Executive Committee shall also	Members of the Executive Committee shall also
be disqualified from the office of Director upon	be disqualified from the office of Director upon
the occasion of any breach on their part of the	the occasion of any breach on their part of the
obligations	obligations
provided	provided
for	for
in	in
the	the
foregoing	foregoing
paragraph 3. Disqualification is pronounced by	paragraph 3. Disqualification is pronounced by
the Board of Directors.	the Board of Directors.
In all cases in which it is necessary to make	In all cases in which it is necessary to make
appointments to the Executive Committee to	appointments to the Executive Committee to
replace members leaving office, the Board of	replace members leaving office, the Board of
Directors shall be responsible, in compliance	Directors shall be responsible, in compliance
with the provisions in respect of the Executive	with the provisions in respect of the Executive
Committee's composition.	Committee's composition.
The Executive Committee is chaired by the Chairman of the Board of Directors.	The Executive Committee is chaired by the Chairman of the Board of DirectorsManaging Director.
The Committee shall remain in office for the	The Committee shall remain in office for the
entire duration of the Board of Directors which	entire duration of the Board of Directors which
appointed it.	appointed it.
The Statutory Audit Committee takes part in Executive Committee meetings.	The Chairman of the Board of Directors The Statutory Audit Committee takes part in Executive Committee meetings as a guest, and the Statutory Audit Committee also takes part.
The Committee appoints a Secretary, who does	The Committee appoints a Secretary, who does
not necessarily have to be one of its own	not necessarily have to be one of its own
number.	number.

Article 23	Article 23
Without prejudice to the provisions of the foregoing Article 18 hereof, the Board of Directors grants responsibility to the Executive Committee for the ordinary management of the Company, with all powers not reserved, by law or in conformity with the provisions of these Articles, to the collegiate jurisdiction of the Board of Directors or which the latter has delegated to the Managing Director. Without prejudice to the foregoing, the Executive Committee:	Without prejudice to the provisions of the foregoing Article 18 hereof, the Board of Directors grants responsibility to the Executive Committee for the ordinary management of the Company, with all powers not reserved, by law or in conformity with the provisions of these Articles, to the collegiate jurisdiction of the Board of Directors or which the latter has delegated to the Managing Director. Without prejudice to the foregoing, the Executive Committee:
1.	1.
is responsible for the Bank's operating	is responsible for the Bank's operating
performance,	performance,
as	as
a	a
rule	rule
through	through
the	the
proposals of the Managing Director and in	proposals of the Managing Director and in
co-operation with him;	co-operation with him
2.	2.
adopts	adopts
resolutions	resolutions
to	to
grant	grant
loans	loans
in	in
accordance	accordance
with	with
the	the
guidelines	guidelines
and	and
general directions adopted by the Board of	general directions adopted by the Board of
Directors	Directors
and	and
on	on
the	the
other	other
matters	matters
specified under the foregoing Article 18,	specified under the foregoing Article 18,
paragraph 2, points 3 and 4, in amounts	paragraph 2, points 3 and 4, in amounts
and/or for percentages not to exceed	and/or for percentages not to exceed
those	those
which	which
fall	fall
within	within
the	the
sole	sole
jurisdiction of the Board of Directors;	jurisdiction of the Board of Directors;
3.	3.
draws	draws
up	up
internal	internal
regulations,	regulations,
to	to
be	be
submitted to the approval of the Board of	submitted to the approval of the Board of

Directors;	Directors;
4.	4.
establishes the principles for co-ordination	establishes the principles for co-ordination
and management of the Group companies	and management of the Group companies
in execution of the strategic guidelines	in execution of the strategic guidelines
approved by the Board of Directors.	approved by the Board of Directors.
In urgent cases the Executive Committee may	In urgent cases the Executive Committee may
agree on resolutions in conjunction with the	agree on resolutions in conjunction with the
Chairman of the Board of Directors regarding any	Chairman of the Board of Directors regarding any
matter or transaction, reporting back to the	matter or transaction, reporting back to the
Board at the first meeting to be held afterwards.	Board at the first meeting to be held afterwards.
Resolutions	Resolutions
are	are
approved	approved
by	by
the	the
Executive	Executive
Committee with the majority of its members in	Committee with the majority of its members in
attendance and voting in favour.	attendance and voting in favour.
In the event of members abstaining from votes	In the event of members abstaining from votes
owing to an interest which such members may	owing to an interest which such members may
have	have
in	in
the	the
transaction	transaction
concerned,	concerned,
either	either
themselves or through third parties, Directors so	themselves or through third parties, Directors so
abstaining	abstaining
are	are
included	included
for	for
purposes	purposes
of	of
establishing	establishing
the	the
quorum	quorum
required	required
for	for
the	the
Committee meeting to be validly constituted,	Committee meeting to be validly constituted,
but	but
are	are
not	not
included	included
for	for
determining	determining
the	the
majority required to pass the resolution.	majority required to pass the resolution.
The Executive Committee may delegate its powers to approve resolutions to committees made up of the Company's management or individual managers up to certain pre established limits.	The Executive Committee may delegate its powers to approve resolutions to committees made up of the Company's management or individual managers up to certain pre established limits.

Article 24	Article 24
Executive Committee meetings are called on the	Executive Committee meetings are called on the
initiative	initiative
of	of
its	its
Chairman	Chairman
based	based
on	on
the	the
requirements of the business, as a rule meeting	requirements of the business, as a rule meeting
once	once
a	a
month.	month.
Meetings	Meetings
of	of
the	the
Executive	Executive
Committee may also be called by the Statutory	Committee may also be called by the Statutory
Audit Committee or at least two of its members,	Audit Committee or at least two of its members,
provided the Chairman has been notified in	provided the Chairman has been notified in
advance.	advance.
Executive Committee meetings are called by	Executive Committee meetings are called by
notice provided in writing to be given by	notice provided in writing to be given by
electronic mail, facsimile transmission, letter or	electronic mail, facsimile transmission, letter or
telegram despatched at least three clear days	telegram despatched at least three clear days
prior to the date scheduled for the meeting. In	prior to the date scheduled for the meeting. In
urgent cases this may be reduced to one day.	urgent cases this may be reduced to one day.
The notice in writing shall contain an indication	The notice in writing shall contain an indication
of the place, day and time of the meeting, along	of the place, day and time of the meeting, along
with an agenda briefly setting out the business	with an agenda briefly setting out the business
to be transacted.	to be transacted.
Committee meetings may also be held via video or tele-conference, provided that the persons entitled to attend may be properly identified, speak in real time on items on the agenda, and receive or transmit documents, and further provided that the Chairman of the Board of Directors, Managing Director and Secretary are	Committee meetings may also be held via video or tele-conference, provided that the persons entitled to attend may be properly identified, speak in real time on items on the agenda, and receive or transmit documents, and further provided that the Chairman of the Board of Directors, Managing Director and Secretary are

in attendance at the place where the meeting is	in attendance at the place where the meeting is
being held.	being held.
The Committee may also pass valid resolutions	The Committee may also pass valid resolutions
without a formal meeting being called, provided	without a formal meeting being called, provided
that all its members and all standing auditors in	that all its members and all standing auditors in
office take part.	office take part.
Committee meetings are presided over by the	Committee meetings are presided over by the
Chairman of the Board of Directors, co-ordinates	Chairman of the Board of Directors, co-ordinates
the	the
proceedings,	proceedings,
and	and
ensuring	ensuring
that	that
all	all
participants	participants
are	are
provided	provided
with	with
adequate	adequate
information regarding the items on the agenda if	information regarding the items on the agenda if
necessary. In the event of his being absent or	necessary. In the event of his being absent or
otherwise impeded, these duties are carried out	otherwise impeded, these duties are carried out
by the eldest member.	by the eldest member.
The Secretary to the Executive Committee draws	The Secretary to the Executive Committee draws
up the minutes of the meeting and enters them	up the minutes of the meeting and enters them
in the Committee's records, having been signed	in the Committee's records, having been signed
by the Committee Chairman, the Managing	by the Committee Chairman, the Managing
Director and Secretary.	Director and Secretary.
Excerpts	Excerpts
from	from
the	the
minutes	minutes
signed	signed
by	by
the	the
Chairman or by the Managing Director and	Chairman or by the Managing Director and
countersigned by the Secretary constitute full	countersigned by the Secretary constitute full
proof.	proof.
Sub-section III - Managing Director	Sub-section III - Managing Director

Article 25	Article 2524
The Board of Directors appoints a Managing Director to be chosen from among the Directors in possession of the requisites specified under the foregoing Article 15, paragraph 4 hereof.	The Board of Directors appoints a Managing Director to be chosen from among the Directors in possession of the requisites specified under the foregoing Article 15, paragraph 4 hereof., determining his/her duties and powers. In particular the Managing Director has executive powers, and is responsible for implementing the resolutions adopted by the Board of Directors and the Executive Committee (if appointed).
Without prejudice to the provisions of Article 18,	Without prejudice to the provisions of Article 18,
the Board of Directors establishes the powers of	the Board of Directors establishes the powers of
the Managing Director. The Managing Director in	the Managing Director. The Managing Director in
particular:	particular:
1.	1.
has executive powers, and is responsible	has executive powers, and is responsible
for implementing resolutions adopted by	for implementing resolutions adopted by
the Board of Directors and the Executive	the Board of Directors and the Executive
Committee and – in accordance with the	Committee and – in accordance with the
powers attributed to him – the plans and	powers attributed to him – the plans and
strategic directions established by the	strategic directions established by the
Board	Board
of	of
Directors	Directors
and	and
Executive	Executive
Committee;	Committee;

financial statements and interim accounts;

1. is responsible for staff management, and having sought the opinions of the General Manager, if appointed, appoints managerial staff;
1. ensures that the organizational, administrative and accounting systems of the Bank are adequate for its operations and the size of the Company;
1. reports, with the General Manager, if appointed, to the Board of Directors and Executive Committee each quarter on the Bank's operating performance and prospects, and on the most significant transactions carried out by the Company and its subsidiaries.

Sub-section IV – General manager

Article 26

The Board of Directors may appointat the Managing Director's proposal and without prejudice to the provisions of Article 19, paragraph 1, letter i) hereof, a General Manager and establish his powers. If appointed, the General Manager will be chosen from among the Directors in possession of the requisites specified under Article 15, paragraph 4 of these Articles, and may not be more than sixty-five years old.

The Board of Directors shall authorize the General Manager to sign jointly or severally on behalf of the Company as laid down in Article 28, and thereby vest him with powers to carry out the day-to-day business of the Company and to implement resolutions passed by the Board of Directors and Executive Committee in accordance with the directions issued by, and based on the individual remit of, the Board of Directors, Executive Committee and Managing Director.

Sub-section V – Head of company financial reporting

Article 27

On the proposal of the Executive Committee and having sought the opinion of the Statutory Audit Committee, the Board of Directors appoints one person to act as head of financial reporting, who shall be chosen from among the Bank's management and who has held management positions for a period of at least three years in the field of accounting administration at the Bank itself or at other leading banks. The person financial statements and interim accounts;

1. is responsible for staff management, and having sought the opinions of the General Manager, if appointed, appoints managerial staff;
1. ensures that the organizational, administrative and accounting systems of the Bank are adequate for its operations and the size of the Company;
1. reports, with the General Manager, if appointed, to the Board of Directors and Executive Committee each quarter on the Bank's operating performance and prospects, and on the most significant transactions carried out by the Company and its subsidiaries.

Sub-section IV – General manager

Article 2625

The Board of Directors may appoint a General Manager at the Managing Director's proposal along with a description of duties and without prejudice to the provisions of Article 19, paragraph 1, letter i) hereof, a General Manager and establish his powers. If appointed, the General Manager will be chosen from among the Directors in possession of the requisites specified under Article 15, paragraph 4 of these Articles, and may not be more than sixty-five years old.

Sub-section V – Head of company financial reporting

Article 2726

On the proposal of the Executive CommitteeManaging Director and having sought the opinion of the Statutory Audit Committee, the Board of Directors appoints one person to act as head of financial reporting, who shall be chosen from among the Bank's management and who has held management positions for a period of at least three years in the field of accounting administration at the Bank itself or at other

identified to act as head of financial reporting shall put in place adequate administrative and accounting procedures for the preparation of the individual and consolidated accounts, and all other reporting which is financial in nature. The appointed bodies and the head of financial reporting issue the statements on the Company's capital, earnings and finances required under law.	leading banks. The person identified to act as head of financial reporting shall put in place adequate administrative and accounting procedures for the preparation of the individual and consolidated accounts, and all other reporting which is financial in nature. The appointed bodies and the head of financial reporting issue the statements on the Company's capital, earnings and finances required under law.
The Board of Directors exerts supervision to ensure the head of financial reporting is vested with suitable powers and means to carry out the duties entrusted to him and to ensure that the administrative and accounting procedures are complied with in practice.	The Board of Directors exerts supervision to ensure the head of financial reporting is vested with suitable powers and means to carry out the duties entrusted to him and to ensure that the administrative and accounting procedures are complied with in practice.
Sub-section VI - Powers to represent the Bank	Sub-section VI - Powers to represent the Bank
Article 28	Article 2827
The corporate signature shall be vested in the	The corporate signature shall be vested in the
Chairman	Chairman
of	of
the	the
Board	Board
of	of
Directors,	Directors,
the	the
Managing	Managing
Director,	Director,
the	the
General	General
Manager	Manager
if	if
appointed, and in such other employees of the	appointed, and in such other employees of the
Bank to whom such right has been specifically	Bank to whom such right has been specifically
granted.	granted.
The corporate signature shall be binding when it	The corporate signature shall be binding when it
is jointly executed by two of the authorized	is jointly executed by two of the authorized
persons appending their signatures under the	persons appending their signatures under the
Company's name, always provided that one of	Company's name, always provided that one of
the two signatures is that of the Chairman, the	the two signatures is that of the Chairman, the
Managing Director, or the General Manager or	Managing Director, or the General Manager or
one of the employees of the Bank in whom such	one of the employees of the Bank in whom such
right has been specifically vested.	right has been specifically vested.
The Board of Directors may, however, empower	The Board of Directors may, however, empower
the corporate signature to be appended to	the corporate signature to be appended to
certain categories of the Company's instruments	certain categories of the Company's instruments
of day-to-day administration jointly by any two	of day-to-day administration jointly by any two
of	of
the	the
authorized	authorized
persons.	persons.
The	The
Board	Board
of	of
Directors may moreover delegate to its members	Directors may moreover delegate to its members
or to one of the employees of the Bank expressly	or to one of the employees of the Bank expressly
so authorized the power to sign severally certain	so authorized the power to sign severally certain
specific	specific
instruments	instruments
or	or
contracts	contracts
of	of
the	the
Company.	Company.
The	The
Board	Board
of	of
Directors	Directors
may	may
furthermore	furthermore
delegate to employees of the Bank specifically	delegate to employees of the Bank specifically
so authorized the power to sign severally certain	so authorized the power to sign severally certain
categories of the Company's instruments of day	categories of the Company's instruments of day
to-day administration.	to-day administration.
The Board of Directors may also grant the right	The Board of Directors may also grant the right
to sign in the name of the Company to other	to sign in the name of the Company to other
Banks, always provided that such right shall be	Banks, always provided that such right shall be
exercised only in relation to services performed	exercised only in relation to services performed
on the Company's behalf. In such cases the	on the Company's behalf. In such cases the

a) information on the identity of the shareholders submitting the lists, with an indication of the aggregate percentage shareholding; certification providing proof of ownership may also be produced
a) information on the identity of the shareholders submitting the lists, with an indication of the aggregate percentage shareholding; certification providing proofownership of the shares

forthcoming within the term provided for the issuer to make the lists public; b) a statement from shareholders submitting the list other than those who own, including jointly, a controlling interest or relative majority, declaring the nonexistence or existence as the case may be, of relations with the latter, as required by the provisions of Article 144-quinquies, paragraph 1, of Consob regulation no. 11971/99; c) full information on the personal and professional characteristics of the candidates, a list of the management and/or supervisory posts held by them in other companies, plus a statement by the candidates themselves to the effect that they are in possession of the qualifications required under law and these Articles and agree to stand as candidates. Lists submitted which do not conform to the above specifications shall be treated as null and void. In the event that by the date on which the term for submission of lists has passed, only one list has been submitted, or only lists submitted by shareholders who are related as defined in Article 144-quinquies, paragraph 1 of Consob regulation no. 11971/99 based on the statements referred to under the foregoing paragraph 9, letter b) hereof, lists may be presented up to the third calendar day subsequent to such date. In this case the minimum percentage shareholding for submitting lists referred to under the foregoing paragraph 7 is reduced by half. The proposals for appointments are disclosed to the public on the terms and according to the methods prescribed by law. Before voting commences, the Chairman void. is reduced by half.

subsequently, provided that it is

presiding over the general meeting reminds shareholders of any statements made pursuant to the foregoing paragraph 9, letter b) hereof, and invites shareholders taking part in the meeting who have not submitted or contributed to submitting lists, to declare any relations, as defined in Article 144-quinquies, paragraph 1 of Consob regulation no. 11971/99, with those shareholders who have submitted lists or with those who hold, including jointly, a controlling must be stated in accordance with the terms of the regulations in force; statement of ownership may also be produced subsequently, provided that it is forthcoming within the term provided for the issuer to make the lists public;

b) a statement from shareholders submitting the list other than those who own, including jointly, a controlling interest or relative majority, declaring the non-existence or existence as the case may be, of relations with the latter, as required by the provisions of Article 144-quinquies, paragraph 1, of Consob regulation no. 11971/99;
c) full information on the personal and professional characteristics of the candidates, a list of the management and/or supervisory posts held by them in other companies, plus a statement by the candidates themselves to the effect that they are in possession of the qualifications required under law and these Articles and agree to stand as candidates.

Lists submitted which do not conform to the above specifications shall be treated as null and

In the event that by the date on which the term for submission of lists has passed, only one list has been submitted, or only lists submitted by shareholders who are related as defined in Article 144-quinquies, paragraph 1 of Consob regulation no. 11971/99 based on the statements referred to under the foregoing paragraph 9, letter b) hereof, lists may be presented up to the third calendar day subsequent to such date. In this case the minimum percentage shareholding for submitting lists referred to under the foregoing paragraph 7

The proposals for appointments are disclosed to the public on the terms and according to the methods prescribed by law.

Before voting commences, the Chairman presiding over the general meeting reminds shareholders of any statements made pursuant to the foregoing paragraph 9, letter b) hereof, and invites shareholders taking part in the meeting who have not submitted or contributed to submitting lists, to declare any relations, as defined in Article 144-quinquies, paragraph 1 of Consob regulation no. 11971/99, with those shareholders who have submitted lists or with those who hold, including jointly, a controlling

interest or relative majority.	interest or relative majority.
In the event of an individual related to one or	In the event of an individual related to one or
more shareholders who have submitted or voted	more shareholders who have submitted or voted
for the list ranking first in terms of number of	for the list ranking first in terms of number of
votes voting for a minority list, such relationship	votes voting for a minority list, such relationship
shall assume significance only if the vote was	shall assume significance only if the vote was
decisive in the appointment of the auditor.	decisive in the appointment of the auditor.
The following procedure is adopted for the	The following procedure is adopted for the
appointment of statutory auditors:	appointment of statutory auditors:
a) two statutory auditors and two alternate auditors are chosen based on the consecutive order in which they are numbered from the list obtaining the highest number of votes;	a) two statutory auditors and two alternate auditors are chosen based on the consecutive order in which they are numbered from the list obtaining the highest number of votes;
b) one standing auditor and one alternate auditor are chosen based on the consecutive order in which they are numbered in the respective list sections, from the list ranking second in terms of number of votes in general meeting and which under regulations in force is not linked even indirectly with the shareholders who submitted or voted for the list which ranked first.	b) one standing auditor and one alternate auditor are chosen based on the consecutive order in which they are numbered in the respective list sections, from the list ranking second in terms of number of votes in general meeting and which under regulations in force is not linked even indirectly with the shareholders who submitted or voted for the list which ranked first.
In the event of the same number of votes being	In the event of the same number of votes being
cast for more than one list, a new vote is held in	cast for more than one list, a new vote is held in
the form of a ballot between the lists, with the	the form of a ballot between the lists, with the
candidates from the list which obtains a simple	candidates from the list which obtains a simple
majority in this case being elected.	majority in this case being elected.
The candidate ranking first in the section for election of standing auditors in the list ranking second in terms of the number of votes cast is appointed Chairman of the Statutory Audit Committee.	The candidate ranking first in the section for election of standing auditors in the list ranking second in terms of the number of votes cast is appointed Chairman of the Statutory Audit Committee.
In the event of only one list being submitted,	In the event of only one list being submitted,
shareholders in general meeting express their	shareholders in general meeting express their
opinion on it; if the list obtains the majority	opinion on it; if the list obtains the majority
required	required
by	by
law	law
for	for
the	the
ordinary	ordinary
general	general
meeting,	meeting,
the	the
three	three
candidates	candidates
numbered	numbered
consecutively	consecutively
in	in
the	the
relevant	relevant
section	section
are	are
appointed standing auditors, and the three	appointed standing auditors, and the three
candidates	candidates
numbered	numbered
consecutively	consecutively
in	in
the	the
relevant	relevant
section	section
are	are
appointed	appointed
alternate	alternate
auditors; the candidate listed first in the section	auditors; the candidate listed first in the section
for candidates to the post of standing auditor in	for candidates to the post of standing auditor in
the list submitted is appointed as Chairman of	the list submitted is appointed as Chairman of
the Statutory Audit Committee.	the Statutory Audit Committee.
If the Committee's composition fails to respect	If the Committee's composition fails to respect
the regulations in force on the subject equal	the regulations in force on the subject equal
gender	gender
representation,	representation,
the	the
necessary	necessary
replacements will be made in the order in which	replacements will be made in the order in which
the candidates are presented.	the candidates are presented.
In the event of no lists being submitted, or if the	In the event of no lists being submitted, or if the

voting mechanism by lists provides a lower number of candidates appointed than the number established in these Articles, the Statutory Audit Committee is appointed or completed by shareholders in general meeting with the majorities provided by law while respecting the regulations in force on the subject of equal gender representation.

If more than one list is submitted, and in the event of a standing auditor leaving office, an alternate auditor from the same list shall take his place based on the consecutive numbering in the list and in compliance with the principle of equal gender representation.

The procedure for shareholders in general meeting to replace the number of standing and/or alternate auditors to complete the Statutory Audit Committee is as follows (again in compliance with the principle of equal gender representation): if auditors elected from the majority list or sole list have to be appointed, or auditors elected directly by shareholders in general meeting, appointments are made by means of a vote passed by a relative majority without restrictions in terms of lists; if, however, auditors elected from the minority list are to be replaced, shareholders gathered in general meeting replace them by means of a vote passed by a relative majority, but choosing from among the candidates indicated in the list which included the auditor to be replaced, or failing this, from among the candidates contained in any further minority lists.

In the event of there being no candidates on the minority list or lists, the appointment is made by means of a vote based on one or more lists, comprising a number of candidates not to exceed the number of auditors to be elected and such as to ensure compliance with the principle of equal gender representation, to be submitted prior to the general meeting in accordance with the provisions hereof for appointments to the Statutory Audit Committee, provided that lists may not be submitted (and if submitted are treated as null and void) by shareholders who, based on the statements made as required by regulations in force, hold a relative majority, including indirectly, of the voting rights that may be exercised in general meeting, or by shareholders related to them as defined in regulations in force. The candidates featured in the list which obtains the highest number of votes are appointed.

In the event that no lists are submitted that comply with the foregoing provisions, appointments shall be made on the basis of a vote passed by a relative majority without voting mechanism by lists provides a lower number of candidates appointed than the number established in these Articles, the Statutory Audit Committee is appointed or completed by shareholders in general meeting with the majorities provided by law while respecting the regulations in force on the subject of equal gender representation.

In the event that no lists are submitted that comply with the foregoing provisions, appointments shall be made on the basis of a vote passed by a relative majority without

	restrictions in terms of lists in compliance with the principle of equal gender representation.	restrictions in terms of lists in compliance with the principle of equal gender representation.
	In all circumstances which require the Chairman of the Committee to be replaced, the auditor taking his place also takes on the role of Chairman to the Statutory Audit Committee.	In all circumstances which require the Chairman of the Committee to be replaced, the auditor taking his place also takes on the role of Chairman to the Statutory Audit Committee.
	Article 30	Article 3029
	The Statutory Audit Committee is responsible for monitoring:	The Statutory Audit Committee performs the duties and functions provided for under the regulations in force. In particular it is responsible for monitoring:
a)	compliance with legal, regulatory and statutory requirements, and observance of the principles of correct management;	a) compliance with legal, regulatory and statutory requirements, and observance of the principles of correct management
b)	the adequacy of the organizational and administrative/accounting structure of the company and its financial reporting process;	b) the adequacy of the organizational and administrative/accounting structure of the company and its financial reporting process;
c)	the effectiveness and adequacy of the risk control and management system, the internal audit process and the functioning of the internal control system as a whole;	c) the effectiveness and thoroughness, adequacy, functioning and reliability of the risk control and management system, the internal audit process and the
d) e)	the legal auditing process for the annual and consolidated accounts; the independence of the legal external	functioning of the internal control system as a wholecontrols system and the risk appetite framework;
	auditors, in particular insofar as regards the provision of non-audit services.	d) the legal auditing process for the annual and consolidated accounts;
		e) the independence of the legal external auditors, in particular insofar as regards the provision of non-audit services.;
		f) the thoroughness, adequacy, functioning and reliability of the business continuity plan.
	The Statutory Audit Committee is vested with the powers provided for under regulatory provisions in force, and reports to the Bank of Italy on operating irregularities or breaches of regulations detected in the course of its duties.	The Statutory Audit Committee is vested with the powers provided for under regulatory provisions in force, and reports to the Bank of Italy on operating irregularities or breaches of regulations detected in the course of its duties.
The most	Statutory Audit Committee is usually informed of the activities carried out and the significant transactions in earnings, financial and capital terms, executed by the Company or its subsidiaries, and in particular transactions in which the Directors have an interest either in their own right or by means of third parties, including via the appointed bodies pursuant to Article 2381 of the Italian Civil Code, directly upon the occasion of meetings of the Board of Directors and Executive Committee, which are held with the frequency established under the foregoing Article 20; note of this is duly made in the minutes of the respective meetings. Information is also furnished to the	The Statutory Audit Committee is usually informed of the activities carried out and the most significant transactions in earnings, financial and capital terms, executed by the Company or its subsidiaries, and in particular transactions in which the Directors have an interest either in their own right or by means of third parties, including via the appointed bodies pursuant to Article 2381 of the Italian Civil Code, directly upon the occasion of meetings of the Board of Directors and Executive Committee, (if appointed), which are held with the frequency established under the foregoing Article 2021; note of this is duly made in the minutes of the respective meetings. Information

Statutory Audit Committee outside of meetings of the Board of Directors and Executive Committee in writing, addressed to the Chairman of the Statutory Audit Committee.	is also furnished to the Statutory Audit Committee outside of meetings of the Board of Directors and Executive Committee (if appointed) in writing, addressed to the Chairman of the Statutory Audit Committee.
Statutory Audit Committee meetings may also be held via video- or tele-conference, provided that the persons entitled to attend may be properly identified, follow the discussions appropriately and speak in real time on items on the agenda; if such conditions are met, the Statutory Audit Committee is held to have met at the place where the Chairman is present.	Statutory Audit Committee meetings may also be held via video- or tele-conference, provided that the persons entitled to attend may be properly identified, follow the discussions appropriately and speak in real time on items on the agenda; if such conditions are met, the Statutory Audit Committee is held to have met at the place where the Chairman is present.
SECTION VI	SECTION VI
Auditing	Auditing
Article 31	Article 3130
Legal auditing shall be carried out by a duly registered external legal auditor, whose terms of appointment, duties and responsibilities shall be governed by law and regulations.	Legal auditing shall be carried out by a duly registered external legal auditor, whose terms of appointment, duties and responsibilities shall be governed by law and regulations.
SECTION VII	SECTION VII
Financial Year and Balance Sheet	Financial Year and Balance Sheet
Article 32	Article 3231
The Company's financial year shall begin on 1 July of each year and shall end on 30 June of the following year.	The Company's financial year shall begin on 1 July of each year and shall end on 30 June of the following year.
Article 33	Article 3332
The Board of Directors shall draw up the balance sheet for the year and shall submit it to shareholders in general meeting for approval.	The Board of Directors shall draw up the balance sheet for the year and shall submit it to shareholders in general meeting for approval.
In its Report to shareholders in general meeting, the Board shall refer to all matters which may assist in providing the most comprehensive account possible of the Company's operations and the state of its affairs.	In its Report to shareholders in general meeting, the Board shall refer to all matters which may assist in providing the most comprehensive account possible of the Company's operations and the state of its affairs.
Article 34	Article 3433
At least 10% of the net profit for each financial year shall be deducted therefrom and taken in the first instance to the Legal Reserve pursuant to Article 2430 of the Civil Code with any balance being allocated to the Statutory Reserve. Should the Board of Directors so propose, the General Meeting may then also resolve that any further	At least 10% of the net profit for each financial year shall be deducted therefrom and taken in the first instance to the Legal Reserve pursuant to Article 2430 of the Civil Code with any balance being allocated to the Statutory Reserve. Should the Board of Directors so propose, the General Meeting may then also resolve that any further

sums be deducted which it is deemed prudent either to allocate to the Statutory Reserve for the purpose of increasing its resources, or to set aside in order to establish other reserves of an extraordinary or special nature.	sums be deducted which it is deemed prudent either to allocate to the Statutory Reserve for the purpose of increasing its resources, or to set aside in order to establish other reserves of an extraordinary or special nature.
The remainder shall be shared among the shareholders, with the exception of any amounts carried forward.	The remainder shall be shared among the shareholders, with the exception of any amounts carried forward.
SECTION VIII	SECTION VIII
Winding-up	Winding-up
Article 35	Article 3534
The liquidation of the Company shall be governed by the provisions of the law.	The liquidation of the Company shall be governed by the provisions of the law.
	Temporary provision
	The amendments to Article 15 paras. 1, 3, 4, 9, 15 and Article 23 (the latter with reference only to the number of members) and the whole of Article 19 shall take effect starting from the first reappointments made to the governing bodies following the approval of the new version of the Articles of Association by the shareholders in general meeting.

3) to vest the Chairman, Managing Director and General Manager, jointly and severally, with the widest powers to incorporate into this resolution any amendment, change or addendum that may be required or otherwise requested by the competent authorities;
4) to authorize the Chairman, Managing Director and General Manager, jointly and severally, to perform every formality necessary to ensure that the resolutions hereby adopted are duly registered in the Milan Companies' Register."

Milan, 22 September 2015

THE BOARD OF DIRECTORS

AI assistant

Mediobanca AGM Information 2015

4069_egm_2015-09-24_32a32197-5754-4711-a989-3d842764734a.pdf

Extraordinary business

Report by Board of Directors on item no. 1 on the agenda

Sub-section IV – General manager

Article 26

Sub-section V – Head of company financial reporting

Article 27

Sub-section IV – General manager

Article 2625

Sub-section V – Head of company financial reporting

Article 2726

procedure set forth therein.	procedure set forth therein.
Profits may, in the ways and forms permitted by	Profits may, in the ways and forms permitted by
law, be awarded to employees of the Company or	law, be awarded to employees of the Company or
Group companies via the issuance of shares,	Group companies via the issuance of shares,
under Article 2349 of the Italian Civil Code.	under Article 2349 of the Italian Civil Code.
The shares shall be registered.	The shares shall be registered.
An Extraordinary General Meeting held on 30	An Extraordinary General Meeting held on 30
July 2001 amended the resolution taken at the	July 2001 amended the resolution taken at the
Extraordinary	Extraordinary
General	General
Meeting	Meeting
held	held
on	on
28	28
October 2000 relating to the capital increase	October 2000 relating to the capital increase
restricted to employees of the Mediobanca	restricted to employees of the Mediobanca
Banking Group via the creation of up to 13	Banking Group via the creation of up to 13
million par value Euro 0.50 ordinary shares,	million par value Euro 0.50 ordinary shares,
whereby the maximum nominal amount thereof	whereby the maximum nominal amount thereof
was	was
increased	increased
to	to
Euro	Euro
25,000,000	25,000,000
via	via
the	the
creation of up to 50,000,000 Euro 0.50 par value	creation of up to 50,000,000 Euro 0.50 par value
ordinary shares ranking for dividends pari passu	ordinary shares ranking for dividends pari passu
with the Bank's existing shares, to be subscribed	with the Bank's existing shares, to be subscribed
by Mediobanca Banking Group employees not	by Mediobanca Banking Group employees not
later than 1 July 2015 on a restricted basis under	later than 1 July 2015 on a restricted basis under
Article 2441/8 of the Civil Code. Of these 50	Article 2441/8 of the Civil Code. Of these 50
million shares, a total of 37,819,250 new shares	million shares, a total of 37,819,250 new shares
have to date been subscribed.	have to date been subscribed.
As	As
a	a
result	result
of	of
resolutions	resolutions
adopted	adopted
at	at
Extraordinary General Meetings held on 25 June	Extraordinary General Meetings held on 25 June
2004 and 28 October 2004, the Bank's share	2004 and 28 October 2004, the Bank's share
capital was increased by up to a further Euro	capital was increased by up to a further Euro
7.5m via the issue of up to 15 million par value	7.5m via the issue of up to 15 million par value
Euro 0.50 ordinary shares, ranking for dividends	Euro 0.50 ordinary shares, ranking for dividends
pari passu and for subscription no later than 1	pari passu and for subscription no later than 1
July 2020, pursuant to paragraphs 8 and 5 Article	July 2020, pursuant to paragraphs 8 and 5 Article
2441 of the Italian Civil Code, to be set aside as	2441 of the Italian Civil Code, to be set aside as
follows:	follows:
up to 11 million shares for employees of	up to 11 million shares for employees of
	
the Mediobanca Group;	the Mediobanca Group;
up to 4 million shares for Bank Directors,	up to 4 million shares for Bank Directors,
	
carrying out particular duties. Of these, a	carrying out particular duties. Of these, a
total of 2,500,000 new shares have still to	total of 2,500,000 new shares have still to
be subscribed.	be subscribed.
At an Extraordinary General Meeting held on 27	At an Extraordinary General Meeting held on 27
June 2007, shareholders approved a resolution	June 2007, shareholders approved a resolution
to increase the company's share capital in an	to increase the company's share capital in an
amount of up to Euro 20m through the issue of	amount of up to Euro 20m through the issue of
up to 40 million ordinary par value Euro 0.50	up to 40 million ordinary par value Euro 0.50
new shares, ranking for dividends pari passu, to	new shares, ranking for dividends pari passu, to
be set aside for subscription by Mediobanca	be set aside for subscription by Mediobanca
Group employees by and no later than 1 July	Group employees by and no later than 1 July
2022 pursuant to Article 2441, paragraph 8 of	2022 pursuant to Article 2441, paragraph 8 of
the Italian Civil Code. Of these 40 million shares,	the Italian Civil Code. Of these 40 million shares,
a total of 4,210,000 new shares have to date	a total of 4,210,000 new shares have to date
been subscribed.	been subscribed.
The Board of Directors is authorized, under	The Board of Directors is authorized, under
Article 2443 of the Italian Civil Code, to increase	Article 2443 of the Italian Civil Code, to increase
the Bank's share capital free of charge, as	the Bank's share capital free of charge, as

Banks so authorized shall insert the words "per	Banks so authorized shall insert the words "per
procura della Mediobanca -	procura della Mediobanca -
Banca di Credito	Banca di Credito
Finanziario" above their own Company signature	Finanziario" above their own Company signature
executed in accordance with the provisions of	executed in accordance with the provisions of
their Articles of Association.	their Articles of Association.
The power to represent the Bank as a Member,	The power to represent the Bank as a Member,
whether on its own behalf or on behalf of third	whether on its own behalf or on behalf of third
parties, at the time companies are established	parties, at the time companies are established
and at General Meetings of other companies may	and at General Meetings of other companies may
also be exercised severally by the Chairman, the	also be exercised severally by the Chairman, the
Managing Director, the General Manager or by	Managing Director, the General Manager or by
employees of the Bank specifically designated by	employees of the Bank specifically designated by
the Board of Directors.	the Board of Directors.
The power to represent the Company in judicial	The power to represent the Company in judicial
and administrative procedures shall be vested	and administrative procedures shall be vested
severally in the Chairman, the Managing Director	severally in the Chairman, the Managing Director
and General Manager if appointed, and in	and General Manager if appointed, and in
employees of the Bank specifically designated by	employees of the Bank specifically designated by
the Board of Directors for such purpose.	the Board of Directors for such purpose.
SECTION V	SECTION V
Statutory Audit Committee	Statutory Audit Committee
Article 29	Article 2928
Shareholders in ordinary general meeting appoint three standing and three alternate auditors and establish the emoluments payable to each auditor for each financial year. Their term of office is governed by regulations in force.	Shareholders in ordinary general meeting appoint three standing and three alternate auditors and establish the emoluments payable to each auditor for each financial year. Statutory Auditors are entitled to receive refunds for the expenses incurred by them in the exercise of their duties. Their term of office is governed by regulations in force.
Members of the Statutory Audit Committee shall	Members of the Statutory Audit Committee shall
be in possession of the requisite qualifications	be in possession of the requisite qualifications
for holding such office expressly stipulated	for holding such office expressly stipulated
under regulations in force at the time, failing	under regulations in force at the time, failing
which they shall become ineligible or, in the	which they shall become ineligible or, in the
event	event
of	of
such	such
circumstances	circumstances
materializing	materializing
subsequently, shall be disqualified from office.	subsequently, shall be disqualified from office.
In particular, with reference to professional	In particular, with reference to professional
qualifications, these are understood as being	qualifications, these are understood as being
strictly pertinent to those in respect of the	strictly pertinent to those in respect of the
company, those listed under Article 1 of the	company, those listed under Article 1 of the
Italian	Italian
Consolidated	Consolidated
Banking	Banking
Act,	Act,
and	and
the	the
provision of investment services or collective	provision of investment services or collective
portfolio management, both of which as defined	portfolio management, both of which as defined
in Italian Legislative Decree 58/98.	in Italian Legislative Decree 58/98.
Members of the Statutory Audit Committee may	Members of the Statutory Audit Committee may
not hold posts in governing bodies other than	not hold posts in governing bodies other than
those with responsibility for control of other	those with responsibility for control of other
Group companies or in companies in which	Group companies or in companies in which
Mediobanca	Mediobanca
holds,	holds,
including	including
indirectly,	indirectly,
an	an
investment which is deemed to be strategic	investment which is deemed to be strategic

under supervisory requirements laid down by the	under supervisory requirements laid down by the
Bank of Italy.	Bank of Italy.
In addition, without prejudice to the provisions	In addition, without prejudice to the provisions
of the law,	of the law,
candidates who hold the post of	candidates who hold the post of
director, manager or officer in companies or	director, manager or officer in companies or
entities,	entities,
or	or
who	who
otherwise	otherwise
work	work
with	with
the	the
management of companies operating directly or	management of companies operating directly or
indirectly (including through subsidiaries) in the	indirectly (including through subsidiaries) in the
same sectors as Mediobanca may not be elected,	same sectors as Mediobanca may not be elected,
or if already elected are disqualified from	or if already elected are disqualified from
office.	office.
Outgoing Statutory Audit Committee members	Outgoing Statutory Audit Committee members
may be re-elected.	may be re-elected.
Appointments to the Statutory Audit Committee	Appointments to the Statutory Audit Committee
are made on the basis of lists in which each	are made on the basis of lists in which each
candidate is numbered consecutively. Each list	candidate is numbered consecutively. Each list
consists of two sections: one for candidates to	consists of two sections: one for candidates to
the post of Standing Auditor, the other for	the post of Standing Auditor, the other for
candidates to the post of Alternate Auditor. Lists	candidates to the post of Alternate Auditor. Lists
containing a number of candidates equal to or	containing a number of candidates equal to or
above three must ensure that the balance	above three must ensure that the balance
between male and female candidates complies	between male and female candidates complies
with	with
at	at
least	least
the	the
minimum	minimum
requirement	requirement
stipulated by the regulations in force at the	stipulated by the regulations in force at the
time. Ownership of the minimum percentage of	time. Ownership of the minimum percentage of
the Company's share capital required to submit a	the Company's share capital required to submit a
list, in accordance with the indications provided	list, in accordance with the indications provided
in Article 15 above in respect of appointments to	in Article 15 above in respect of appointments to
the Board of Directors, is established on the basis	the Board of Directors, is established on the basis
of shares recorded as being in the shareholders'	of shares recorded as being in the shareholders'
possession at the date on which the lists are filed	possession at the date on which the lists are filed
with the issuer.	with the issuer.
One individual shareholder may not submit or	One individual shareholder may not submit or
vote for any more than one list, including via	vote for any more than one list, including via
proxies	proxies
or	or
trustee	trustee
companies.	companies.
Shareholders	Shareholders
belonging to the same group – that is, the parent	belonging to the same group – that is, the parent
company, subsidiaries and companies subject to	company, subsidiaries and companies subject to
joint control – or shareholders who are parties to	joint control – or shareholders who are parties to
a shareholders' agreement in respect of the	a shareholders' agreement in respect of the
issuer's share capital as defined under Article	issuer's share capital as defined under Article
122 of Italian Legislative Decree 58/98, may not	122 of Italian Legislative Decree 58/98, may not
submit or vote for more than one list, including	submit or vote for more than one list, including
via proxies or trustee companies. Individual	via proxies or trustee companies. Individual
candidates may only feature in one list, failing	candidates may only feature in one list, failing
which they become ineligible.	which they become ineligible.
Lists are deposited at the Company's head office	Lists are deposited at the Company's head office
at least twenty-five days prior to the date	at least twenty-five days prior to the date
scheduled for the general meeting to be held in	scheduled for the general meeting to be held in
only instance called to adopt resolutions in	only instance called to adopt resolutions in
respect of the appointment of statutory auditors,	respect of the appointment of statutory auditors,
and shall include:	and shall include:

AI assistant

Mediobanca — AGM Information 2015

4069_egm_2015-09-24_32a32197-5754-4711-a989-3d842764734a.pdf

Extraordinary business

Report by Board of Directors on item no. 1 on the agenda

Sub-section IV – General manager

Article 26

Sub-section V – Head of company financial reporting

Article 27

Sub-section IV – General manager

Article 2625

Sub-section V – Head of company financial reporting

Article 2726

More from Mediobanca

Mediobanca AGM Information 2015