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

– in the area of related parties, the introduction to the new Article 11 of the rightto be exempt, under urgent circumstances, from the procedures provided forunder Articles 7 and 8 of Consob regulation 17221/10. This will avoid theneed for binding opinions from the Related Parties Committee, with thedecisions concerned to be submitted to shareholders at the next generalmeeting. The procedure which provided for such entitlement has already beenapproved by the Board of Directors and published as required by law;The following amendments are also proposed:– deletion of paragraph 21 of Article 29, providing that in the event of theChairman of the Statutory Audit Committee having to be replaced, thealternate auditor taking his place shall also take the role of Chairman of thesupervisory body, on the grounds that the same principle is also stated in thefinal paragraph of the same Article;– reference to regulatory as well as legal provisions with reference to theappointment, duties and responsibilities of the external legal auditor (Article 31).Finally, certain other changes are proposed, including to cross-references tothe new Articles 6, 10, 15, 16, 18, 19, 20, 22, 23, 25, 26, 29 and 30.The proposed amendments do not entail any right of withdrawal and aresubject to authorization from the Bank of Italy.You are therefore invited to adopt the following resolution:“The shareholders of Mediobanca, gathered in extraordinary general meeting:– having heard the Board of Directors’ reporthereby resolve:1. to amend Articles 6, 10, 14, 15, 17, 18, 19, 21, 22, 23, 24, 25, 28, 29 and30 of the Articles of Association;2. to introduce a new Article 11, and renumber Articles from 12 through to35 as follows:508 –