Mediobanca: Shareholders' Agreement

Mediobanca

At a general meeting of Parties to the Shareholders’ Agreement of Mediobanca held today, having noted the Appointments Committee’s intention to propose Cesare Geronzi in the list for appointments to the Board of Directors of Assicurazioni Generali and Mr Geronzi’s decision to resign immediately from all posts held by him in Mediobanca in the event of his being elected Chairman of the company, including his position as Chairman of the parties to the Mediobanca Shareholders’ Agreement, the parties, subject to Mr Geronzi’s being appointed as Chairman of Assicurazioni Generali, adopted a resolution to appoint:

— Renato Pagliaro as Chairman of the Board of Directors of Mecliobanca;

— Angelo Casô as Chairman of the Parties to the Mediobanca Shareholders’ Agreement.

The parties also authorized Acciaierie Vaibruna S.p.A., in derogation of the procedures provided for under Article 6 of the Shareholders’ Agreement, to desyndicate its holding of 6,300,000 shares (approx. 0.7% of the share capital of Mediobanca) from the Agreement.

Milan, 30 March 2010