Internal Dealing

In accordance with legislation to prevent market abuse, our internal dealing code establishes disclosure obligations for the people in key positions within the bank applicable to deals involving Mediobanca’s shares and financial instruments, as well as the financial instruments linked to them

Our Directors, statutory auditors and key managers must comply with specific disclosure obligations for the transactions they perform directly or through nominees involving Mediobanca’s shares and debt instruments and the related financial instruments (convertible bonds, warrants, derivatives, etc). As required by current legislation, our internal dealing code of conduct governs these obligations.

The disclosure obligation is due to the fact that the market could have an interest in knowing about transactions involving the company’s securities by people in key positions.
The procedure requires that these people, referred to as “relevant persons”, promptly report such transactions to Group Corporate Affairs, which will inform the relevant authorities and the public in accordance with the established terms and methods.

The procedure was revised and the current rules went into force on 17 September 2021.

Relevant persons subject to the code

The internal dealing code applies to the following relevant persons:

  • the members of the Board of Directors;
  • the members of the Board of Statutory Auditors; 
  • senior managers who, although they are not members of the board of directors, have regular access to insider information directly or indirectly concerning Mediobanca and have the power to take operating decisions that could affect Mediobanca’s future development and prospects.

The code also applies to those closely related to the relevant persons:

  1. their spouses or partners, dependent children and relatives or similar people who share the same household (for at least one year at the date of the transaction);
     
  2. legal entities, partnerships and trusts:
  • that are managed by a relevant person or one of the people indicated in point 1;
  • that are directly or indirectly controlled by a relevant person or one of the people indicated in point 1;
  • that were set up to the benefit of a relevant person or one of the people indicated in point 1;
  • whose economic interests are substantially the same as those of a relevant person or one of the people indicated in point 1.
Transactions subject to the code

The internal dealing code applies to transactions (including, but not limited to, acquisitions, sales, subscriptions and exchanges) involving Mediobanca’s shares and debt instruments and the related financial instruments.

It does not apply to transactions totalling less than €5,000 in the course of the year or any higher threshold established by the relevant authority.

Black-out period

Relevant persons may not, on their own behalf or on behalf of third parties, directly or through nominees, perform transactions involving Mediobanca’s shares or financial instruments in the 30 days preceding the board’s approval of the annual financial statements or interim financial reports (half-year or quarterly) which Mediobanca publishes.