Appointment to the Board of Directors is made on the basis of lists submitted in accordance with the terms and provisions of Article 15 of the Company’s Articles of Association and the applicable regulations. Certain provisions of Article 15 regarding the composition of lists are involved in the proposal to amend the Articles of Association submitted to the approval of shareholders in extraordinary general meeting. Shareholders are therefore invited to comply with the following provisions.

The lists may be submitted by the Board of Directors and/or by shareholders representing at least 1% of the Company’s share capital in the aggregate. 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 Company.
Certification proving ownership of the minimum number of shares to submit lists may also be produced after the list itself has been deposited, provided it is by the term set for publication of the lists by the company (i.e. by 7 October 2020), by means of notification to be issued by an intermediary authorized to do so under the regulations in force.

At a Board meeting held on 16 September 2020, the Directors of Mediobanca adopted a resolution to submit its own list as provided by Article 15 of the Articles of Association, which was published on the same day. The requisite documentation will be published by the means prescribed by law by 28 September 2020.

The lists undersigned by the shareholder or shareholders submitting them (including by means of a proxy to one of them) must contain a number of candidates not to exceed the maximum number of directors to be elected.

Before the new Board of Directors is appointed, shareholders will be called to approve certain amendments to the Articles of Association. Assuming that such amendments are approved in the Annual General Meeting, shareholders are reminded to submit lists which meet the criteria set in the new Articles. In particular shareholders’ attention is drawn to the provisions of Article 15 of the new Articles of Association regarding the number of Board members to consist of members of the Bank’s senior management (which varies according to the total number of Directors on the Board) (Article 15, paragraph 4), compliance with the requirements on gender representation and the number of independent Directors (Article 15, paragraph 3); age limits (Article 15, paragraph 5).

For further information on the proposed changes to the Articles of Association, reference is made to the Board of Directors’ report on the subject which shall be published by the term set by law on websites emarketstorage.com and mediobanca.com (Governance/General Meetings/General Meeting 2020).

Lists must be deposited, to the headquarters of Mediobanca (Group Corporate Affairs — Piazzetta E. Cuccia 1, 20121 Milan, Italy) or via certified email to the following email address: affari.societari@pec.mediobanca.com, by 3 October 2020, along with the documentation required by the law, the Articles of Association and the regulations currently in force.

Shareholders are advised, in submitting lists, to pay close attention to the “Report on the qualitative and quantitative composition of the Board of Directors”, which contains the Mediobanca Board’s analysis of the composition considered to be appropriate in qualitative and quantitative terms for it to perform its duties and responsibilities effectively, as required by the provisions of the law, regulations and Articles of Association in force.

Shareholders are also reminded of the provisions of Annex 4 of the same Report regarding the documentation required to be filed along with the list, namely: i) information regarding the identity of the shareholders submitting the list, along with an indication of the aggregate shareholding owned by them; ii) CVs for each candidate, with a suitable degree of detail including with reference to their education, personal and professional qualities and the experience they have acquired in the banking, financial and/or other relevant sectors as specified in the “Report on the qualitative and quantitative composition of the Board of Directors”, along with a list of the management positions (with an indication of those that are executive) and supervisory roles held by them at other companies and entities; iii) statements whereby the individual candidates declare they agree to serve as Director (conditional upon their being appointed) and declare, under their own responsibility, that there are no grounds for their being incompatible with, or otherwise ineligible for, the post under consideration, and that they are in possession of the requisites specified under law and the Articles of Association. A facsimile statement is available on the Company’s website www.mediobanca.com in the section entitled Governance/General Meeting/General Meeting 2020, and as an annex to the “Report on the qualitative and quantitative composition of the Board of Directors”; iv) the “Fit and Proper Person” questionnaires contained in Annex 3 of the “Report on the qualitative and quantitative composition of the Board of Directors”.

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

Each shareholder or shareholder from the same group or parties to a shareholders’ agreement regarding the share capital of Mediobanca may not submit or vote for more than one list, including via proxies or fiduciary companies. Individual candidates may only feature in one list, failing which they shall become ineligible.

Lists properly submitted by shareholders shall be made available to the public by 7 October 2020 at the offices of Mediobanca and Borsa Italiana S.p.A., and on websites www.emarketstorage.com and www.mediobanca.com (Governance/General Meetings/General Meeting 2020).

For further information on the submission of lists, please contact the Company Secretary’s Office via email at the following address: affari.societari@mediobanca.com or by phone on the following telephone numbers: (0039) 02-8829.543; (0039) 02-8829.455.

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