Notice of meeting Annual General Meeting 28 October 2017

Notice is hereby given that an ordinary general meeting of shareholders in Mediobanca (the “Company”) will take place in a single session starting at 10.00 a.m. on 28 October 2017 in Via Filodrammatici 3, Milan, Italy, with the following
Agenda

1) Financial statements as at 30 June 2017, Board of Directors’ review of operations and other reports, reports by external auditors and Statutory Audit Committee; related resolutions.
2) Appointment of Board of Directors for 2018-20 three-year period:
a. Establishment of number of Board members;
b. Appointment of Directors;
c. Establishment of their remuneration.
3) Appointment of Statutory Audit Committee for 2018-20 three-year period:
a. Appointment of Committee members and Chairman;
b. Establishment of their remuneration.
4) Remuneration policies:
a. Staff remuneration policies;
b. Cap on variable and fixed remuneration based on a ratio of 2:1;
c. Policies in the event of beneficiaries leaving office or ceasing to work for Mediobanca.
5) Increase in fee payable to external auditors for audit of the Company’s financial statements for the 2017-21 period.
Information on the Bank’s share capital and on the means and deadlines for:
Taking part in the annual general meeting and exercising voting rights (it should be noted in this connection that the record date is 19 October 2017);
Taking part in, and voting at, the annual general meeting by proxy, including via the
Company’s Appointed Representative (Spafid S.p.A.);
Exercising the right to request additional items to be added to the agenda and to submit new proposals in respect of resolutions already on the agenda;
Exercising the right to ask questions on items on the agenda prior to the meeting;
Filing lists of candidates for appointment to the Board of Directors and Statutory Audit
Committee;
Availability of the reports on the items on the agenda and other documentation for the Annual General Meeting;

is found in the notice of meeting available on the Bank’s website at www.mediobanca.com (“Corporate governance/AGM 2017).
This excerpt has been published in the following daily newspapers: Il Sole 24 Ore, Il Corriere della Sera and MF/Milano Finanza.

pp. the Board of Directors
CHAIRMAN
(Renato PAGLIARO)
Milan, 14 September 2017