Annual General Meeting, 28 October 2012, Notice of Meeting

Notice is hereby given that a general meeting of shareholders in Mediobanca (the “Company”) will be held in Via Filodrammatici 3, Milan, Italy, at 11.00 a.m. on 27 October 2012 in the first instance, and at the same time and place on 29 October 2012 if adjourned, with the following Agenda

Ordinary business

1) Financial statements for the year ended 30 June 2012, the Board of Directors’ Review of Operations, the external auditors’ report and the Statutory Audit Committee’s report; associated resolutions.

2) Formalities required under Article 15 of the company’s Articles of Association: appointment of Directors

3) Appointment of external legal auditors for the 2013-2021 period

4) Staff remuneration policies.

Extraordinary business

1) Authorization to the Board of Directors under Article 2443 of the Italian Civil Code, to increase the company’s share capital by means of rights issues in a nominal amount of up to €40m, including via warrants, to be set aside for subscription by Italian and non-Italian professional investors with option rights excluded under and pursuant to the provisions of Article 2441,paragraph four, second sentence, of the Italian Civil Code; amendment to Article 4 of the company’s Articles of Association and related resolutions. Further amendments to the Articles of Association.