Annual General
Meeting 2023

Minutes, Notice of meeting and Press Release


MINUTES
Minutes of ordinary Annual General Meeting - October 28, 2023 (Documents in Italian only)
Minutes of extraordinary Annual General Meeting October 28, 2023 (Documents in Italian only)

NOTICE OF MEETING
Notice of meeting - Annual General Meeting 28 October 2023
Excerpt from Notice of Meeting for Annual General Meeting to be held on 28 October 2023

PRESS RELEASE
Summary account of the votes on the items of the Agenda in accordance with art.125-quarter, paragraph No. 2, Legislative Decree No. 58/98
Results of voting proxy solicitation promoted by Mediobanca
Mediobanca Annual General Meeting, ordinary and extraordinary
Lists of candidates for appointment to governing bodies of Mediobanca
Documentation filed for AGM to be held on 28 October 2023
List for reappointment of Board of Directors approved - Consolidated Financial Statements and Consolidated Non-Financial Statement for FY 2022-23 approved
Documentation filing for AGM to be held on 28 October 2023
Calling of the ordinary and extraordinary Annual General Meeting
Filing of qualitative and quantitative reports

Agenda


Ordinary business
1. Financial statements as at 30 June 2023, Board of Directors’ review of operations and external auditors’ report; report by the Statutory Audit Committee
-   Mediobanca draft individual and consolidated financial statements for the year ended 30 June 2023
-   Mediobanca draft individual and consolidated financial statements for the year ended 30 June 2023 (ESEF)
-   Statutory Audit Committee’s Report as required under Article 153 of Italian Legislative Decree 58/98
2. Appointment of Board of Directors for 2024-26 three-year period
3. Appointment of Statutory Audit Committee for 2024-26 three-year period
4. Proposed authorization to buy and dispose of treasury shares
5. Remuneration
a. Group Remuneration Policy and Report: Section I – Mediobanca Group Remuneration Policy FY 2023-24.

b. Group Remuneration Policy and Report: resolution not binding on Section II – Group Remuneration Report FY 2022-23.
c. 2024 incentivization system based on financial instruments (annual performance share scheme);
d. Long-Term Incentive (LTI) Plan 2023-26 based on financial instruments;
e. Employee Share Ownership and Coinvestment Plan 2023-26 (“ESOP 2023-26”) for Mediobanca Group Staff.
Extraordinary business

1. Cancellation of treasury shares with no reduction of share capital; Article 4 of the company’s Articles of Association to be amended accordingly and related resolution.
2. Authorization to the Board of Directors pursuant to Article 2443 of the Italian Civil Code to increase the Company’s share capital free of charge through the issue of up to 3 million ordinary shares to be reserved to Mediobanca Group employees who are recipients of the Long-Term Incentive Plan 2023-26 included as item no. 5 d) on the agenda as ordinary business. Amendment to Article 4 of the company’s Articles of Association and related resolutions.
3. Authorization to the Board of Directors pursuant to Article 2443 of the Italian Civil Code to increase the Company’s share capital free of charge through the issue of up to 1 million ordinary shares to be reserved for use in connection with the Employee Share Ownership Plan 2023-26 included as item no. 5 e) on the agenda as ordinary business; amendment to Article 4 of the company’s Articles of Association and related resolutions.
4. Proposal to amend Article 33 of the company’s Articles of Association; related resolutions.

Lists

List no. 1 For the appointment of members of the Board of Directors for the 2024-26 three-year period presented by the Board of Directors of Mediobanca
List no. 2 For the appointment of members of the Board of Directors for the 2024-26 three-year period submitted by Delfin (Documents in Italian only)
List no. 3 For the appointment of members of the Board of Directors for the 2024-26 three-year period submitted by a group of institutional investors (Documents in Italian only)
List no. 1 For the appointment of members of the Statutory Audit Committee for the 2024-26 three-year period submitted by Delfin (Documents in Italian only)
List no. 2 For the appointment of members of the Statutory Audit Committee for the 2024-26 three-year period submitted by a group of institutional investors (Documents in Italian only)
Mediobanca Group
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