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

– authorization to the Board of Directors to increase the company’sshare capital by means of a rights and/or bonus issue in a nominalamount of up to €100m, and to issue bonds convertible intoordinary shares and/or bonds cum warrant, in an amount of up to€2bn, as permitted under Articles 2443 and 2420-ter of the ItalianCivil Code, having first revoked the existing powers granted undera resolution adopted by shareholders in general meeting on 27June 2007 as amended by shareholders in general meeting on 28October 2008;– appointments to the Board of Directors and the Statutory AuditCommittee, with voting by list, in accordance with the regulations inforce;– proposal to amend various of the company’s Articles of Associationon which the Statutory Audit Committee has no comments; theseamendments in particular regard Articles i) 6 and 10 (GeneralMeetings); ii) 14, 15, 17, 18 and 19 (Board of Directors); iii) 21,22 and 23 (Executive Committee); iv) 24 (Managing Director); v)25 (General Manager); vi) 28 and 29 (Statutory Audit Committee);vii) 30 (Auditing); viii) the introduction of a new Article 11(Transactions with related parties), with Articles 12 through to 35to be renumbered accordingly.5. The Statutory Audit Committee is not aware of any facts or complaints,other than those referred to above, to be reported on to shareholders ingeneral meeting. No omissions, censurable facts, irregularities or othersignificant circumstances such as would require the supervisoryauthorities to be notified or as would warrant inclusion in this reporthave come to the Statutory Audit Committee’s attention in the courseof its activities or on the basis of the information it has received.6. Lastly, in view of the specific duties assigned to the External Auditorsin terms of auditing the Group’s accounts and appraising the reliabilityof its financial statements, the Statutory Audit Committee has noobservations to make to shareholders in general meeting regardingapproval of the financial statements for the year ended 30 June 2011and the Review of Operations as presented by the Board of Directors,or on the proposed profit allocation and dividend distributionformulated by the Board.Milan, 3 October 2011THE STATUTORY AUDIT COMMITTEE274 –