Shareholders consultation agreement

The consultation agreement signed in late 2018 does not include lock-up or voting commitments on the allocated shares

The Mediobanca group’s ownership structure has changed in step with its transformation from a holding company to a specialized financial group. The historic lock-up agreement ended on 31 December 2018 (for additional details on the history of this agreement refer to the chart at the bottom of the page).

The traditional Mediobanca Shareholders’ Agreement came to an end on 31 December 2018. It was replaced on 1 January 2019 by a consultation agreement between shareholders of the Bank.

The agreement, which makes no provision for lockup clauses or restrictions on voting in respect of the shares syndicated to it, governs the means by which the parties meet to share thoughts and observations on the Group’s performance, in accordance with the principle of full parity versus the market.
 

The consultation agreement between Mediobanca’s investors is considered a shareholders’ agreement pursuant to article 122, paragraph 5, letter a) of Italian Legislative Decree no. 58/98.

 

Changes in Mediobanca’s ownership structure and the lock-up shareholders’ agreement

1946

SHARES LOCKED UP: 100%
The three banks of national importance (BNIs), controlled by the IRI group, establish Mediobanca: Banca Commerciale Italiana 35%, Credito Italiano 35% and Banco di Roma 30%.

1956

SHARES LOCKED UP: 75%
Listing on the Milan stock exchange: the shareholding of the three BNIs falls to 75%.

1958

SHARES LOCKED UP: 55%
First shareholders' agreement: the three BNIs (51%), four non-Italian banks (Lazard, Lehman Brothers, Berliner Handels Gesellschaft, and Sofina) and a private Italian investor (Pirelli & C.) lock up a total of around 55% of the share capital.

1988

SHARES LOCKED UP: 50%
Privatisation of Mediobanca. The three BNIs sell 32% of the share capital reducing their holding to 25% (Banca Commerciale 8.8%, Credito Italiano 8.8% and Banca di Roma 7.4%). An equal shareholding of 25% is locked up by private shareholders (including Generali, Fiat, Pirelli, RAS, Olivetti, Pecci, Cir, Italcementi, La Fondiaria, Lazard, SAI, BHF Bank, Marzotto, Stefanel, Cerutti, and Ferrero). The agreement controls 50% of the share capital.

1993-1997

SHARES LOCKED UP: 50%
The IRI group privatises the capital of Banca Commerciale Italiana, Credito Italiano and Banca di Roma via a market placement.

2000

SHARES LOCKED UP: 50%
Following Banca Intesa's entry into the group, Banca Commerciale Italiana's share (8.9%) is mainly allocated to the other parties to the agreement. The holding controlled by the agreement remains stable at around 50% (the two Italian banks hold around 9.5% each).

2001

SHARES LOCKED UP: 49%
As a result of the merger into Mediobanca of Euralux (owner of 3.9% of Assicurazioni Generali), the consortium (whose members also include the Bolloré group, in addition to existing shareholders of Mediobanca) acquires a 5% shareholding in Mediobanca, which it locks up under the agreement. Following the dilution resulting from the merger, and several withdrawals and new additions, the percentage locked up is around 49% of the share capital.

2003

SHARES LOCKED UP: 57%
Following the increase in Bolloré's shareholding (5%) and the addition of other foreign investors (Groupama, Santander and Dassault) and several withdrawals, the shareholding subject to the agreement increases to around 57%.

2004

SHARES LOCKED UP: 55%
As a result of withdrawals (mainly including Fiat, Telecom – formerly Olivetti, and Dassault) and new additions (Brunelli, Della Valle, Fineldo, Mais, Vittoria Assicurazioni and Zannoni group), the locked up shareholding amounts to 55%.

2007

SHARES LOCKED UP: 46%
Following the UniCredit/Capitalia merger, the new UniCredit group sells 9.4% (reducing its holding from 18% to 8.7%), partly to the other parties and partly on the market. The percentage locked up under the agreement falls to 46%.

2007-2018

SHARES LOCKED UP: 28.5%
The percentage locked up falls steadily from 46% to 28.5% due to withdrawals. The main participants include UniCredit 8.4%, Bolloré 7,9%, Mediolanum 3.3%, Edizione/Benetton 2.1%, Fin.Priv 1.6%, Italmobiliare 1% and Fininvest 1%.

2019

The historical lock-up shareholders’ agreement terminated on 31 December 2018.