Appointments to the Board of Directors

Appointment to the Board of Directors is made on the basis of lists submitted in accordance with the terms and provisions of Article 15 of the Company’s Articles of Association and the applicable regulations. Shareholders are therefore invited to comply with the following provisions.

The lists may be submitted by the Board of Directors and/or by shareholders representing individually or in the aggregate at least 1% of the company’s share capital.

Lists submitted by shareholders must be deposited by 3 October 2023, at 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, along with the documentation required by the law, the Articles of Association and the regulations currently in force.

Lists properly submitted by shareholders will be made available to the public by 7 October 2023 at the offices of Mediobanca and Borsa Italiana S.p.A., and on websites www.emarketstorage.com and www.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.

The Board of Directors has availed itself of the right provided for by Article 15 of the Articles of to submit its own list which will be published together with the required documentation by the means prescribed by law by 28 September 2023.

The lists undersigned by the shareholder or shareholders submitting them (including by means of a proxy to one of them) must contain a number of candidates not to exceed the maximum number of directors to be elected.

Lists which contain a number of candidates equal to or higher than three must ensure that the gender balance is respected (40% of the candidates must be from the least-represented gender) and must contain a majority of candidates qualifying as independent according to the definition contained in Italian Ministerial Decree No. 169/2020 as supplemented by Article 19 of the Articles of Association.

Shareholders are advised, in submitting lists, to refer to the “Report on the qualitative and quantitative composition of the Board of Directors”, regarding the composition which the outgoing Board considers to be optimal in qualitative and quantitative terms for it to perform its duties and responsibilities effectively, as required by the provisions of the law, regulations and Articles of Association in force. The Report is available on the Bank’s official website at www.mediobanca.com (Governance/General Meetings/General Meeting 2023).

Shareholders are also reminded of the provisions of Annex 7 of the same Report regarding the documentation required to be filed along with the list, namely: i) information regarding the identity of the shareholders submitting the list, along with an indication of the aggregate shareholding owned by them; ii) CVs for each candidate, with a suitable degree of detail including with reference to their education, personal and professional qualities and the experience they have acquired in the banking, financial and/or other relevant sectors as specified in the “Report on the qualitative and quantitative composition of the Board of Directors”, along with a list of the management positions (with an indication of those that are executive) and supervisory roles held by them at other companies and entities; iii) statements whereby the individual candidates declare they agree to serve as Director (conditional upon their being appointed) and declare, under their own responsibility, that there are no grounds for their being incompatible with, or otherwise ineligible for, the post under consideration, and that they are in possession of the requisites specified under law and the Articles of Association. A facsimile statement is available on the Company’s website www.mediobanca.com in the section entitled Governance/General Meeting/General Meeting 2023) as annex to the “Report on the qualitative and quantitative composition of the Board of Directors”.

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.

Shareholders intending to submit a list of candidates for appointment to the Board of Directors are invited to take account of Consob communication no. DEM/9017893 of 26 February 2009, in particular regarding the need to file a declaration stating the absence of links, including indirect, with shareholders which hold, inter alia jointly, a controlling interest or relative majority.

As provided by Consob Reminder No. 1/22 of 21 January 2022, shareholders depositing lists are reminded they must issue a declaration stating the absence of links with the list which is to be submitted by the Board of Directors, and specifying any significant relations that may exist and, if so, the reasons why such relations are not considered relevant to the existence of a link between them, or the absence of any such relations.

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.