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

Extraordinary businessPROPOSAL TO AMEND ARTICLES 6, 10, 14, 15, , 17, 18, 19, 21, 22, , 23,24, 25, 28, 29 AND 30 3OF THE COMPANY’S ARTICLES OFASSOCIATION; AND TO INTRODUCE A NEW ARTICLE 11, WITHARTICLES 12 THROUGH TO 35 TO BE RENUMBERED ED ACCORDINGLYDear shareholders,We have called you together in extraordinary general meeting to submit toyour approval the proposed changes to Articles 6, 10, 14, 15, 17, 18, 19, 21, 22,23, 24, 25, 28, 29 and 30 of the Company’s Articles of Assoction, theintroduction of a new Article 11, and the consequent renumbering of the newArticles 12 through to 35, intended primarily to incorporate the following changes(references are to the new Article numbers):– changes intended to improve the Bank’s governance or make it more flexible,including in adherence to the principles of the Code of Conduct in respect oflisted companies operated by Borsa Italiana: the increase from two to four in the number of directors qualifying asindependent under the provisions of the Code of Conduct (Article 15); the provision that the Executive Committee may consist of up to ninemembers (currently nine) (Article 22), and that, in the event of theChairman of the Board of Directors being absent or otherwise impeded, hisduties may be assigned to the oldest member, thereby doing away with theneed for the figure of the acting Deputy Chairman of the ExecutiveCommittee (Article 24); the provision that the Appointments Committee shall consist of fivedirectors (currently six), two of whom independent, for decisions to betaken in general meetings of investee companies considered to be strategicfor the Bank in respect of appointments to governing bodies, and that twoother independent directors be added to it (currently one) for proposals forappointments to the Bank’s governing bodies (Article 19); the possibility that the Remunerations Committee may consist of betweenfive and seven directors (currently seven) (Article 19); the possibility of extending the number of members of the Internal ControlCommittee from three at present to up to five (Article 19);– the introduction of age limits for each director (75 years), the Chairman (70years), and the Chief Executive Officer and General Manager (65 years foreach) (Articles 15, 16 and 26);– 507