Appointment to the Statutory Audit Committee is made on the basis of lists submitted in accordance with the terms and provisions of Article 28 of the Company’s Articles of Association.
Lists for appointments to the Statutory Audit Committee may be submitted 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.

Each list consists of two sections: one for candidates for the post of Standing Auditor, the other for the post of Alternate Auditor. The candidates are to be numbered consecutively.

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 (i.e. two-fifths to consist of members of the less-represented gender, rounded down – if the number is a fraction – to the nearest unit. Shareholders are also reminded that lists should include at least one alternate auditor who is a member of the less-represented gender. Such provision is necessary to ensure that the gender quotas are complied with even in cases where the standing auditors have to be replaced.
Under Article 28 of the Articles of Association, members of the Statutory Audit Committee may not hold posts in governing bodies other than those with responsibility for control in other Group companies or in companies in which Mediobanca holds, including indirectly, an investment which is deemed to be strategic under supervisory instructions laid down by the Bank of Italy (Assicurazioni Generali). In addition, candidates who hold the post of director, manager or officer in companies or entities, or who otherwise work with the management of companies operating directly or indirectly (including through subsidiaries), in the same sectors as Mediobanca, cannot be elected.

Lists must be submitted, 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 additional documentation required by the law and regulations currently in force.

In submitting their lists, shareholders are invited to take into account the recommendations made in the document drawn up by the Statutory Audit Committee of Mediobanca entitled “Report on the Qualitative and Quantitative Composition of the Statutory Audit Committee”, published on the Bank’s website at www.mediobanca.com (Governance/General Meetings/General Meeting 2020). In particular, inter alia under Article 28 of the Articles of Association the following documents must be deposited: i) Information on the identity of the shareholders submitting the lists, with an indication of the aggregate percentage shareholding owned by them; ii) a CV for each candidate, signed and dated, containing exhaustive information on their personal and professional characteristics and a list of the posts held by them in other companies; iii) statements by the individual candidates declaring they agree to stand and stating, under their own responsibility, that there are no grounds that would render them incompatible to hold office or otherwise ineligible, and stating that they are in possession of the requisites stipulated by the law and Articles of Association for such purpose. A facsimile of the statement is available on the Bank’s website at www.mediobanca.com (Governance/General Meetings/General Meeting 2020), and in Annex 1 of the “Report on the Qualitative and Quantitative Composition of the Statutory Audit Committee”; iv) a statement from the shareholders submitting the list other than those who own, including jointly, a controlling interest or relative majority, declaring the absence 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 (a facsimile statement is available on the Bank’s website at www.mediobanca.com (Governance/General Meetings/General Meeting 2020); attached to the above report; v) “Fit and proper assessment” questionnaire contained in Annex 3 of the “Report on the qualitative and quantitative composition of the Statutory Audit Committee”.

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.

If, when the deadline for submission of lists passes on 3 October 2020, only one list has been deposited, or only lists submitted by shareholders qualifying as related parties under the terms of Article 144-quinquies of the Regulations for Issuers, the deadline for submission of lists may be extended to up to three days following such date (i.e. up to 6 October 2020). In this case the limit for submission of lists will be reduced by one-half and accordingly shall be 0.5% of the company’s share capital in the aggregate.

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

For further information on the submission of lists, please contact Group Corporate Affairs 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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