Annual Accounts and Report as at 30 June 2011 Draft - Mediobanca

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Subsequent to the reporting date, on 2 August 2011 a total of 650,000performance stock options were awarded to Group employees, all from thescheme approved by shareholders at an annual general meeting held on 27 June2007, at a price of €6.430, vesting in three years (based on the achievement ofthe performance conditions for each of the three concerned) and exercisable asfrom eight years.Mediobanca, along with Mediolanum, also participates in the stock optionscheme operated by Banca Esperia for its staff, reserving a portion of itsinvestment in the company for use in connection with this scheme.2. Description of performance share schemeAs part of its use of equity instruments for staff remuneration purposes,Mediobanca has chosen to adopt a performance share scheme, which wasapproved by the Bank’s shareholders at the annual general meeting held on 28October 2010. Under the terms of the scheme, in certain conditions Mediobancashares may be awarded to staff free of charge at the end of a vesting period. Therationale for the scheme is to:— bring the Bank’s remuneration structure into line with guidance issued byregulatory authorities requiring that significant percentages of the variableremuneration component annually assigned be paid in the form of equityinstruments, making it consistent with results sustainable over time;— encourage the involvement of key staff in a mechanism for co-investing inthe share capital of Mediobanca;— introduce a new instrument alongside the stock options, with a limitednumber of newly-issued shares and by using the treasury shares owned bythe Bank, in order to limit the dilutive impact on the ownership structure.In connection with this proposal, a resolution to increase the company’sshare capital was adopted by shareholders at the annual general meeting referredto above, with up to 20 million new Mediobanca shares being issued, and treasuryshares owned by the Bank used for this purpose.On 27 July 2011, as part of staff variable remuneration for the 2011 financialyear, a total of 2,521,697 performance shares were awarded; the shares, whichare conditional upon certain performance targets being met over a three-year timehorizon, will be made available in tranches in November 2013 (up to 1,194,889),November 2014 (up to 663,404) and November 2015 (up to 663,404),considering the additional holding period of one year. A part of the overallnotional cost, €4.3m out of a total of €15.7m, has been charged to this year’saccounts.230 –
B. QUANTITATIVE INFORMATION1. Changes during the period30/6/10 30/6/11No. of options Avg. price Avg. expiry No. of options Avg. price Avg. expiryA. Balance at start ofperiod 24,610,750 12.23 May 2015 24,365,750 12.21 June 2015B. AdditionsB.1 New issues 310,000 7.84 July 2017 16,330,000 6.54 August 2018B.2 Other additions — — — — — —C. ReductionsC.1 Options cancelled 525,000 6.67 November 2015 340,000 6.67 November 2015C.2 Options exercised — — — — — —C.3 Options expired — — — — — —C.4 Other reductions 30,000 7.84 — — — —D. Balance at endof period 24,365,750 12.21 June 2015 40,355,750 9.90 September 2016E. Options exercisable asat reporting date 12,029,750 13.64 June 2014 13,569,750 13.69 August 2014– 231
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DraftAnnual Accounts and Reportas a
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C O N T E N T SConsolidated Account
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Page no.* * *Extraordinary business
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CONSOLIDATED ACCOUNTS
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— Retail and private banking (RPB
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DEVELOPMENTS IN CAPITAL MARKETSIn t
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comparing total assets with tangibl
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The market capitalization of listed
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RESTATED BALANCE SHEET30/6/10 30/6/
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30 June 2010Corporate &InvestmentBa
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Impaired assets (i.e. non-performin
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upward adjustments to reflect amort
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An updated list of the properties o
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12 mths to 30/6/10 12 mths to 30/6/
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Corporate and Investment Banking30
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This division reported a net profit
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Equity investments and AFS shares
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Mediobanca International (Luxembour
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Principal investing12 mths to 30/6/
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Retail and private bankingb12 mths
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A breakdown of this division’s re
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New loans for the twelve months tot
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Private banking30 June 2010CMB Banc
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transmission, investment advice and
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OTHER INFORMATIONRelated party disc
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Reconciliation of shareholders’ e
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AUDITORS’ REPORT
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CONSOLIDATED FINANCIAL STATEMENTS
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Liabilities and net equity30/6/11 3
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CONSOLIDATED COMPREHENSIVE PROFIT A
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STATEMENT OF CHANGES TO NET EQUITY
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RECONCILIATION OF MOVEMENTS IN CASH
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Page no.Part C -Notes to consolidat
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Sectction 3Area and methods of cons
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Section 4Significant accounting pol
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Assets are tested for impairment at
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HedgesThere are two types of hedge:
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and its related value of use, and a
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Staff severance indemnity provision
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Dividends and commissionsThese are
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A.3.2Fair value rankingA.3.2.1 Asse
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A.3.2.3 Annual changes in financial
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Section 2Heading 20: Financial asse
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2.3 Financial assets held for tradi
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4.3 AFS securities: assets subject
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5.2 Assets held to maturity: by bor
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Section 7Heading 70: Due from custo
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Section 8Heading 80: Hedging deriva
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Section 10Heading 100: Equity inves
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The book value of the investment in
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Section 12Heading 120: Property, pl
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12.4 Tangible assets held for inves
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13.2 Intangible assets: movements d
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14.4 Changes in deferred tax during
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LiabilitiesSection 1Heading 10: Due
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Section 3Heading 30: Debt securitie
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Section 11Heading 110: Staff severa
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Section 13Heading 130: Technical re
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Section 16Heading 210: Net equity a
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PART C - NOTES TO CONSOLIDATEDPROFI
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Section 2Headings 40 and 50: Net fe
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Section 4Heading 80: Net trading in
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Section 6Heading 100: Gains (losses
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8.3 Adjustments for impairment to f
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Section 10Heading 160: Income less
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Section 11Heading 180: Administrati
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Section 12Heading 190: 1Net transfe
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Section 16Heading 240: Gains (losse
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20.2 Reconciliation between theoret
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PART D - CONSOLIDATED COMPREHENSIVE
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Corporate banking (Mediobanca)The G
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QUANTITATIVE INFORMATIONCREDIT QUAL
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A.1.2.a Exposures to sovereign debt
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A.1.5Cash exposures to banks: trend
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A.1.8Banking Group - cash exposures
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A.3 Secured exposures by type of se
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B. Loan distribution and concentrat
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B.3 Banking Group - cash and off-ba
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C. Securitizations and asset dispos
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Quantitative informationC.1.1Bankin
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C.1.4Banking Group - exposures to s
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C.1.7Banking Group - servicing: col
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Under the terms of the sale contrac
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C.2.2Banking Group - financial liab
Page 176 and 177: QUANTITATIVE INFORMATIONThis year h
Page 178 and 179: Table 2: Value at risk and expected
Page 180 and 181: QUANTITATIVE INFORMATION1. Regulato
Page 182 and 183: Currency of denomination: OTHERType
Page 184 and 185: 1.2.2 INTEREST RATE RISK AND PRICE
Page 186 and 187: the Bank’s various bodies was app
Page 188 and 189: Currency of denomination: US DOLLAR
Page 190 and 191: 2. Regulatory trading book: cash ex
Page 192 and 193: QUANTITATIVE INFORMATION1. Assets,
Page 194 and 195: A.2.A.2.1Banking book: average and
Page 196 and 197: A.3 OTC financial derivatives: posi
Page 198 and 199: A.5 OTC financial derivatives: trad
Page 200 and 201: A.7 OTC financial derivatives: bank
Page 202 and 203: A.9 OTC financial derivatives by ma
Page 204 and 205: B.2 OTC credit derivatives: gross p
Page 206 and 207: B.5 OTC credit derivatives: gross p
Page 208 and 209: 1.3 BANKING GROUP: LIQUIDITY RISKQU
Page 210 and 211: Currency of denomination: US DOLLAR
Page 212 and 213: 1.4 BANKING GROUP - OPERATING RISKQ
Page 214 and 215: PART F - INFORMATION ON CONSOLIDATE
Page 216 and 217: B.3 AFS valuation reserves: movemen
Page 218 and 219: 2.2 Regulatory capital requirements
Page 220 and 221: B. Quantitative informainformationC
Page 222 and 223: credit as to €3.6m and credit car
Page 224 and 225: Situation at 30 June 2011Directors,
Page 228 and 229: PART L - SEGMENT REPORTINGA. PRIMAR
Page 230 and 231: B. SECONDARY SEGMENT REPORTINGB.1 P
Page 232 and 233: ANNUALGENERALMEETING28 OCTOBER 2011
Page 234 and 235: Ordinary businessACCOUNTS OF THE BA
Page 236 and 237: Provisions for financial assets inc
Page 238 and 239: RESTATED BALANCE SHEET 30/6/10 30/6
Page 240 and 241: Loans and advances to Group compani
Page 242 and 243: Cash and bank balances include €1
Page 244 and 245: current prices). Further explanatio
Page 246 and 247: — Furniture and intangible assets
Page 248 and 249: Net fee and commission incomeThis h
Page 250 and 251: — the court of appeals in Milan h
Page 252 and 253: esearch project on medium-sized Eur
Page 254 and 255: Declaration in respect of individua
Page 256 and 257: STATUTORY AUDIT COMMITTEE’S REPOR
Page 258 and 259: vii)Finance Act, in the course of w
Page 260 and 261: Type of serviceRecontaErnst & Young
Page 262 and 263: The Statutory Audit Committee ascer
Page 264 and 265: AUDITORS’ REPORT
Page 266 and 267: INDIVIDUAL FINANCIAL STATEMENTS *(*
Page 268 and 269: Liabilities and net equity30/6/11 3
Page 270 and 271: COMPREHENSIVE PROFIT AND LOSS ACCOU
Page 272 and 273: STATEMENT OF CHANGES TO MEDIOBANCA
Page 274 and 275: RECONCILIATION OF MOVEMENTS IN CASH
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Page no.Part C - Notes to profit an
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Section 3Significant accounting pol
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Assets are tested for impairment at
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- cash flow hedges, which are inten
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Goodwill may be recognized where th
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All actuarial profits and/or losses
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Related parties (IAS 24)In accordan
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A.3.2A.3.2.1Fair value rankingAsset
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A.3.2.3 Annual changes in financial
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Section 2Heading 20: Financial asse
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2.3 Financial assets held for tradi
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4.4 AFS securities: movements durin
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Section 6Heading 60 - Due from bank
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7.2 Due from customers: by borrower
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Section 10Heading 100: Equity inves
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Significant data 1Total assetsTotal
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Section 11Heading 110: Property pla
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11.4 Tangible assets held for inves
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12.2 Core intangible assets: moveme
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Section 15Heading 150: Other assets
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Section 3Heading 30: Debt securitie
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Section 11Heading 110: Staff severa
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14.2 Share capital: changes in no.
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Other information1. Guarantees and
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PART C - NOTES TO PROFIT AND LOSS A
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Section 2Headings 40 and 50: Net fe
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Section 3Heading 70: Dividends and
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Section 5Heading 90: Net hedging in
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Section 8Heading 130: Adjustments f
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Section 9Heading 150: Administrativ
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Section 11Heading 170: Net adjustme
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Section 17Heading 240: Net gain (lo
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PART D - COMPREHENSIVE PROFIT AND L
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1. General aspectsThe Bank’s inte
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A.1.2 Financial assets by portfolio
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A.1.2. b Exposures to sovereign deb
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A.1.6 Cash and off-balance-sheet ex
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A.3 Secured exposures by type of se
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B. Loan distribution and concentrat
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B.3 Cash and off-balance-sheet expo
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C. Securitizations and asset dispos
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Quantitative informationC.1.1Exposu
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C.1.4 Exposures to securitizations
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C.2 Asset disposalsC.2.1 Financial
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Section 2Market risk2.1 INTEREST RA
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Table 1 - Value at risk and expecte
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Trend in VaR constituents The
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Currency of denomination: US DOLLAR
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2.1 Regulatory trading book: cash e
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HedgingFair value hedgesFair value
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2. Banking book: cash exposures of
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2.4 FINANCIAL DERIVATIVE PRODUCTSA.
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A.2.2Other derivativesType of trans
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A.4 Financial derivatives: negative
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A.6 OTC financial derivatives: trad
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A.8 OTC financial derivatives: bank
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B. CREDIT DERIVATIVESB.1 Credit der
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B.4 OTC credit derivatives: gross p
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C. CREDIT AND FINANCIAL DERIVATIVES
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indicator generated for the Bank of
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Section 4Operating riskDefinitionOp
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B.2 AFS valuation reserves: composi
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A. QUALITATIVE INFORMATIONTier 1 ca
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PART H - RELATED PARTY DISCLOSURE1.
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BENEFICIAL INTEREST OF BOARD MEMBER
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Situation at 30 June 2011Groupcompa
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Subsequent to the reporting date, o
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ANNEXES
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Liabilities and net equityIAS-compl
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MEDIOBANCA S.p.A. BALANCE SHEET *As
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MEDIOBANCA S.p.A. PROFIT AND LOSS A
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BANKS AND FINANCIAL COMPANIES (IAS/
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BANKSTABLE B (cont.)BALANCE SHEETSC
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OTHER GROUP COMPANIESTABLE B (cont.
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OTHER FINANCIAL COMPANIES (IAS/IFRS
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OTHER FINANCIAL COMPANIES (IAS/IFRS
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OTHER NON-FINANCIAL UNDERTAKINGS (I
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OTHER NON-FINANCIAL UNDERTAKINGS (I
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OTHERS (IAS/IFRS)TABLE B (cont.)462
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ASSOCIATE COMPANIESTABLE CBALANCE S
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ASSOCIATE COMPANIES TABLE C (cont.
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OTHER ASSOCIATED UNDERTAKINGSTABLE
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TABLE DSIGNIFICANT EQUITY INVESTMEN
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TABLE D (cont.)Sharecapital€mPar
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APPOINTMENT OF MEMBERS OF BOARD OF
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APPOINTMENT OF MEMBERS AND CHAIRMAN
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REPORT ON STAFF REMUNERATION POLICI
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. Criteria for calculation of bonus
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Restrictions have also been introdu
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ANNEXThe tables below shows the str
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II. Organizational governanceThe pr
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The typical components of remunerat
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- appraisal of the Mediobanca share
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the Bank, valuation criteria linked
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At a Board meeting held on 24 June
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l. Other informationCaps on variabl
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- in the area of related parties, t
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compliance with the terms and proce
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SECTION IIIGeneral MeetingsArticle
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general meeting or otherwise requir
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specified in the notice of general
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eing replaced had been elected from
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3) decisions concerning the acquisi
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transaction concerned, either thems
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Article 17, paragraph 2, points 3 a
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for its operations and the size of
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specifically designated by the Boar
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The proposals for appointments are
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Article 29The Statutory Audit Commi
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AUTHORIZATION TO THE BOARD OF DIREC
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The share capital may also be incre
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The Board of Directors is also auth
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ANNUAL STATEMENT SON CORPORATE GOVE
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At a general meeting held on 28 Oct
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Persons authorized to take part and
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All the Directors have made stateme
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DIRECTORSIRECTORS’ AND STRATEGIC
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With reference to risk management,
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Appointments committeeAppointments
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The Executive Committee is currentl
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HEAD OF COMPANY FINANCIAL REPORTING
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- expresses its opinion on the appo
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INTERNAL DEALINGThe Directors of Me
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In performing his duties, the head
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RISK MANAGEMENT AND INTERNAL ICONTR
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Table 1: BOARD OFMember ****OARD OF
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Table 3:3: OTHER REQUIREMENTS UNDER
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NamePosition held inMediobancaPosts
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NamePosition held inMediobancaPosts
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Annual Accounts and Report as at 30 June 2011 Draft - Mediobanca

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