Annual General
Meeting 2024

2024 AGM without physical attendance by shareholders
Mediobanca has decided to avail itself of the possibility, pursuant to Article 106(4) of Italian Decree Law no. 18 of 17 March 2020, as converted by Italian Law no. 27 of 24 April 2020, the effects of which have been extended most recently by Italian Law no. 21 of 5 March 2024, to provide that participation by shareholders in the Annual General Meeting shall be exclusively via the appointed representative engaged pursuant to Article 135-undecies of Italian Legislative Decree no. 58 of 24 February 1998 (the “Italian Finance Act”), that is, without them attending in person.
The Annual General Meeting (ordinary and extraordinary) has been called to take place in a single session in Milan on 28 October 2024.

NOTICE OF MEETING
Notice of meeting - Annual General Meeting (ordinary and extraordinary business) 28 October 2024
Excerpt from Notice of Meeting for Annual General Meeting (ordinary and extraordinary business) to be held on 28 October 2024

PRESS RELEASE
Documentation filed for AGM to be held on 28 October 2024
Documentation filing for AGM to be held on 28 October 2024
Agenda

Ordinary business
1. Financial statements as at 30 June 2024, 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 2024
-   Mediobanca draft individual and consolidated financial statements for the year ended 30 June 2024 (ESEF)
-   Statutory Audit Committee’s Report as required under Article 153 of Italian Legislative Decree 58/98
2. Proposed authorization to buy and dispose of treasury shares
5. Remuneration

    a. Group Remuneration Policy and Report: Section I – Mediobanca Group Remuneration Policy FY 2024-25

   b. Group Remuneration Policy and Report: resolution not binding on Section II – Group Remuneration Report FY 2023-24

   c. 2024-25 incentivization system based on financial instruments (annual performance share scheme).

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