Annual General Meeting - Mediobanca Group

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In order to minimize the risks entailed by the ongoing Covid-19 medical crisis, Mediobanca has decided to avail itself of the possibility – pursuant to Article 106 of Italian Decree Law 18/20, and referred to in Article 71 of Italian Decree Law 104/20 – to provide that participation by shareholders in the Annual General Meeting shall be exclusively via the Appointed Representative retained pursuant to Article 135-undecies of Italian Legislative Decree 58/98 (“Italian Legislative Decree 58/98”, or the “Italian Finance Act”). In derogation of Article 135-undecies, proxies or sub-proxies may also be issued to the appointed representative in accordance with the provisions of Article 135-novies of the Italian Finance Act.

Minutes of extraordinary meeting, 28 october 2020

Minutes of ordinary meeting, 28 october 2020

Filing of the minutes of extraordinary and ordinary General Meeting

Summary account of the votes on the items of the Agenda

Annual General Meeting

Press release requested by Consob regarding the list submitted by Bluebell Capital and Novator Capital for the appointment of SAC

Filing of the Consolidated and Individual financial statements as at 30 June 2020 and the Consolidated non-financial statement as at 30 June 2020

Lists of candidates for the appointment of the Board of Directors and Statutory Audit Committee of Mediobanca - 7 October 2020

List of candidates for appointment to Statutory Audit Committee of Mediobanca deposited - 1 October 2020

List of candidates for appointment as Directors of Mediobanca now filed - 25 September 2020

Consultation agreement between Shareholders of Mediobanca - Proposal for a list of candidates for appointment to the Statutory Audit Committee

Filing of the Reports for the General Meeting of Shareholders to be held on 28 October 2020 - 21/09/2020

Filing of the Reports for the General Meeting of Shareholders to be held on 28 October 2020 - 18/09/2020

Notice of meeting - Annual Genaral Meeting 28 October 2020

Mediobanca BoD approves its list of candidates for FY 2021-23

Excerpt from Notice of Meeting for Mediobanca AGM (published in newspapers) "Il Sole 24 ore", "Corriere della Sera", "Milano Finanza", del 18 September 2020

Consolidated Financial Statements and Non-Financial Statement for FY 2019-20 approved Extraordinary and ordinary General Meeting called

Extraordinary business

1. Proposal to amend Articles 2, 4, 7, 9, 13, 15, 16, 17, 18, 19, 21, 23, 24, 25, 27 and 28 of the Company’s Articles of Association

2. Renewal of authorization to the Board of Directors to increase the company’s share capital pursuant to Article 2443 of the Italian Civil Code as permitted by Article 4 of the Articles of Association

Ordinary business

1. Financial statements as at 30 June 2020, Board of Directors’ Review of Operations, reports by external auditors and Statutory Audit Committee

- Individual financial statements as at 30 June 2020

- Consolidated financial statements as at 30 June 2020

2. Appointment of Board of Directors for 2021-23 three-year period

3. Appointment of Statutory Audit Committee for 2021-23 three-year period

4. Remuneration

- Report on remuneration and compensation paid

- 2021-25 Incentivization system for Group staff (Performance share scheme)

5. Engagement of auditor for period from 30 June 2022 – 30 June 2030

Mediobanca group businnes profile performance and strategy

Memo requested by Consob regarding the list submitted by Bluebell Capital and Novator Capital for the appointment of SAC

Process for submission of list of candidates for the position of director proposed by the outgoing board of Mediobanca

Report on qualitative and quantitative composition of Board of Directors

Report on qualitative and quantitative composition of Statutory Audit Committee

Italian and European regulations referred to in the Reports on Qualitative and Quantitative Composition

Lists of candidates for appointments to the Board of Directors of Mediobanca

- List no. 1 Submitted by the Board of Directors of Mediobanca

- List no. 2 Submitted by a group of investors

- List no. 3 Submitted by BlueBell Capital Partners Ltd and Novator Capital Ltd

Lists of candidates for appointments to the Statutory Audit Committee

- List no. 1 Submitted by Banca Mediolanum S.p.A.

- List no. 2 Submitted by a group of investors

- List no. 3 Submitted by BlueBell Capital Partners Ltd and Novator Capital Ltd

Proxy form to the appointed representative for representation at the Shareholders' Meeting pursuant to article 135-novies of legislative decree no. 58/1998

Sub-proxy form to the appointed representative for representation in annual General Meeting pursuant to article 135-novies of italian legislative decree 58/98

Proxy form to the appointed representative for representation at the Shareholders' Meeting pursuant to article 135-undecies of legislative decree 58/98

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