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

nominal amount of up to Euro 2bn to be offered inoption to shareholders, establishing that exercise ofsuch authorizations shall not, without prejudice to theforegoing, lead to the issue of a total number of sharesin excess of 200 million.Pursuant to the above authorization, at a meeting heldon 18 September 2009, the Board of Directorsadopted a resolution to (i) increase the Company’sshare capital free of charge by Euro 20,501,391.50with effect from 28 September 2009, and (ii) increasethe Company’s share capital in one or more tranchesby a nominal amount of up to Euro 57,418,261.50 viathe issue by and no later than 31 March 2011 of up to114,836,523 par value Euro 0.50 shares for use inconnection with the exercise of 803,855,665 warrantsassigned free of charge to shareholders entitled toreceive them. Following exercises of such warrants atotal of 70,764 new shares have been subscribed for.The Board of Directors is also authorized underArticle 2443 of the Italian Civil Code, to increase theBank’s share capital by means of rights issues in oneor more tranches by and not later than 27 June 2012,in a nominal amount of up to Euro 40m including viawarrants, through the issue of up to 80 millionordinary par value Euro 0.50 shares, to be set asidefor subscription by Italian and non-Italianprofessional investors with option rights excludedunder and pursuant to the provisions of Article 2441paragraph 4 point 2 of the Italian Civil Code and incompliance with the procedure and conditionsprecedent set forth therein.At an Extraordinary General Meeting held on 27 June2007, shareholders approved a resolution to increasethe company’s share capital in an amount of up toEuro 20m through the issue of up to 40 millionordinary par value Euro 0.50 new shares, ranking fordividends pari passu, to be set aside for subscriptionby Mediobanca Group employees by and no later than1 July 2022 pursuant to Article 2441, paragraph 8 ofthe Italian Civil Code.The Board of Directors is authorized, under Article2443 of the Italian Civil Code, to increase the Bank’sshare capital free of charge, as permitted by Article2349 of the Italian Civil Code, in one or moretranches by and not later than 28 October 2015, in anamount of up to Euro 10m, through the issue of nomore than 20 million ordinary par value Euro 0.50shares, ranking for dividends pari passu, to beawarded to Mediobanca Group employees inexecution of and in compliance with the terms of theperformance share schemes approved by shareholdersin general meeting.Unchanged”””– 511