Mediobanca S.p.A. Shareholders’ Agreement

Excerpt pursuant to Article 131 of Consob regulation no. 11971/99 as amended

NOTE: The Italian official version of this notice prevails on this courtesy English translation.

With reference to the Agreement in force between shareholders in Mediobanca, equivalent to the instance contemplated under Article 122, letter b) of Italian Legislative Decree 58/98, in respect of 270,463,181 shares equal to 30.69% of the company’s share capital, notice is hereby given that by the deadline set under the terms of the Agreement, namely 30 September 2017, the following notices of withdrawal (effective as from 31 December 2017) had been received, from: 

  • Pirelli S.p.A., in respect of 15,753,267 Mediobanca shares (or 1.79% of the company’s share capital);
  • Zannoni Group, in respect of 2,205,000 Mediobanca shares (or 0.25% of the company’s share capital), syndicated to the Agreement by Cinca S.A. (1.2 million shares) and by Arca S.p.A. (1 million shares).

Accordingly, the Mediobanca Shareholders’ Agreement has been automatically renewed until 31 December 2019, with a total of 28.65% of the Bank’s share capital syndicated to the Agreement (previously 30.69%). At a general meeting held on 22 September 2017, as disclosed to the market on the same date, the Parties to the Agreement adopted a resolution allowing each Party to give advance notice of its intention to withdraw by 30 September 2018, with the withdrawal to take effect from 31 December 2018. Without prejudice to the foregoing, the Agreement shall remain in force until its final expiry date of 31 December 2019 by and between Parties representing at least 25% of Mediobanca’s share capital. The essential updated information has been published on the Bank’s website at www.mediobanca.com.

Milan, 5 October 2017

MEDIOBANCA BANCA DI CREDITO FINANZIARIO S.P.A. SHARE CAPITAL FULLY PAID UP €440,617,579 – HEAD OFFICE: PIAZZETTA ENRICO CUCCIA 1, MILAN, ITALY – REGISTERED IN THE MILAN COMPANIES’ REGISTER UNDER REGISTRATION NO./TAX IDENTIFICATION CODE/VAT NO. 00714490158. REGISTERED AS A BANK – PARENT COMPANY OF THE MEDIOBANCA BANKING GROUP – REGISTERED AS A BANKING GROUP