Appointments to the Statutory Audit Committee

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.

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 2023, along with the additional documentation required by the law and regulations currently in force.

Lists properly submitted shall be published by 7 October 2023 at the offices of Mediobanca and Borsa Italiana S.p.A., and on websites emarketstorage.com and mediobanca.com (Governance/General Meetings/General Meeting 2023).

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 2023), 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 (40% of the Statutory Auditors appointed, rounded down for Committees which, like that of Mediobanca, consist of three standing auditors). 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 standing auditors must 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 Legal Entities. 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 appointed.

In submitting their lists, shareholders are invited to refer to the “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 2023), containing the results of the analysis performed by the Statutory Audit Committee with reference to the control body’s composition considered to be optimal in order for it to be able to perform its duties correctly.

Under Article 28 of the Articles of Association, the following documents must be deposited together with the list: i) Information on the identity of the shareholders submitting the lists, with an indication of the aggregate percentage shareholding owned by them; ownership of the shareholding must be demonstrated in accordance with the requirements of the regulations in force; ii) 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; iii) 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; iv) 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 2023), as an attachment to 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 2023 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 2023). 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.

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.