Appointments to the Board of Directors and deposit of lists
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.
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.
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.
Pursuant to Article 15, paragraph 3 of the Articles of Association, at least one-third of the Directors must qualify as independent as defined by Article 19 thereof.
Pursuant to Article 15, paragraph 4 of the Articles of Association, three Directors must be chosen from among employees with at least three years’ experience of working for companies included in the Mediobanca Banking Group.
Lists which contain a number of candidates equal to or above two-thirds of the Directors to be appointed must contain three candidates, listed consecutively starting from the first candidate, in possession of the requisites stipulated in this paragraph.
Pursuant to Article 15, paragraph 5 of the Articles of Association, no director aged seventy-five or over may be elected.
Lists which contain a number of candidates equal to or higher than three must ensure that the gender balance is respected at least to the degree stipulated by the regulations in force at the time (i.e. one-third to consist of members of the less-represented gender).
Lists must be deposited, to the headquarters of Mediobanca (Company Secretary’s Office — Piazzetta E. Cuccia 1, 20121 Milan, Italy) or via certified email to the following email address: email@example.com, by 3 October 2017, along with the documentation required by the law, the Articles of Association and the regulations currently in force. The following in particular must be deposited:
- Information regarding the identity of the shareholders submitting the list, along with an indication of the aggregate shareholding owned by them
- Statements whereby the individual candidates declare they agree to stand for election and, under their own responsibility, declare that there are no grounds for their being incompatible with, or otherwise ineligible for, the post under consideration, that they are in possession of the requisites specified under law and the Articles of Association, and, if appropriate, that they qualify as independent as defined by Article 19 of the Articles of Association. A facsimile statement is available on the Company’s website www.mediobanca.com in the section entitled Corporate governance/General meeting 2017, and as an annex to the “Report on the qualitative and quantitative composition of the Board of Directors”
- A curriculum vitae, in Italian and in English, for each candidate, signed and dated, containing exhaustive information regarding the interested party’s personal and professional qualifications 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 or supervisory roles held by them at other companies
- The “Fit and proper assessment” questionnaire contained in Annex 2 of the “Report on the qualitative and quantitative composition of the Board of Directors”.
CVs should clearly demonstrate the candidates’ professional experience and knowledge which would constitute their qualifications for consideration and at the same time will be subject to assessment by the Board of Directors and the supervisory authority.
Candidates are also reminded to provide, in their CVs or the attached documents, the information stipulated in the “Report on the qualitative and quantitative composition of the Board of Directors” and in the ECB “Fit and proper assessment” questionnaire (Annex 3) available on the website www.mediobanca.com in the section entitled Corporate governance/General meeting 2017.
Shareholders are advised, in determining the number of Directors and in submitting the lists generally, to pay close attention to the “Report on the qualitative and quantitative composition of the Board of Directors: recommendations to shareholders and the new Board of Directors”, which contains the outgoing Board’s analysis of the composition considered to be appropriate in qualitative and quantitative terms for it to perform its duties, in accordance with the applicable Italian and European regulations on corporate governance.
If the list is submitted by the Board of Directors, it must be filed and disclosed at least 30 days prior to the date set for the annual general meeting.
Certification proving ownership of the requisite number of shares to submit a list at the date when the said list is deposited with the Company, to be released by an intermediary authorized by law, must be deposited by 7 October 2017, the date by which the Company is bound to publish the lists deposited under applicable regulations; or alternatively, the notice issued by the intermediary in accordance with Article 23 of the combined Consob-Bank of Italy regulations issued on 22 February 2008 granting authorization to exercise such right.
One individual shareholder may not submit or vote for more than one list, including via proxies or fiduciary companies. Shareholders belonging to the same group, that is, the parent company, subsidiaries and companies subject to joint control, and shareholders which are parties to a shareholders’ agreement as defined in Article 122 of Italian Legislative Decree 58/98 in respect of shares in the Company 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.
Shareholders are also reminded to take into account the recommendations formulated in Consob communication DEM/9017893 issued on 26 February 2009, with reference in particular to the statement regarding the absence of links, including indirect, contained in Article 147–ter, paragraph 3, of Italian Legislative Decree 58/98 and Article 144–quinquies of Consob regulation 11971/99, with shareholders which own, inter alia jointly, a controlling interest or relative majority, where these may be identified based on the disclosures of relevant shareholdings referred to in Article 120 of Italian Legislative Decree 58/98 or the publication of shareholders’ agreements referred to in Article 122 of the same decree.
Lists submitted which do not conform to the above specifications shall be treated as null and void.
Lists properly submitted shall be made available to the public, at least 21 days prior to the date of the annual general meeting, and therefore no later than 7 October 2017, at the offices of Mediobanca and Borsa Italiana S.p.A., and on the authorized storage websites at emarketstorage.com and at www.mediobanca.com, In the section entitled Corporate governance/General meeting 2017. For further information on the submission of lists, please contact the Company Secretary’s Office via email at the following address: firstname.lastname@example.org or by phone at the following telephone numbers: +39 02 8829543, +39 02 8829455.