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

SECTION IIIGeneral MeetingsArticle 5General Meetings shall be called in Milan orelsewhere in Italy, as indicated in the noticesconvening such Meetings.Article 6Ordinary General Meetings shall be called at leastonce a year within 120 days of the close of theCompany’s financial year.Ordinary and Extraordinary General Meetings shallpass resolutions on matters attributable to each underregulations in force or these Articles of Association.Resolutions in respect of i) mergers, as provided forby Articles 2505 and 2505-bis of the Civil Code,including as referred to in Article 2506-ter of theCivil Code, ii) the institution or removal of branchoffices, iii) reductions in the Company’s share capitalas a result of shareholders exercising their right ofwithdrawal, iv) amendments to the Company’sArticles of Association to comply with regulatoryrequirements, and v) transfer of the Company’sheadquarters within Italian territory, are by law thesole competence of the Board of Directors.The procedures for calling and powers to callmeetings shall be those laid down by the law.Such notice also includes an indication of the datescheduled for the Meeting in the first instance, andmay also stipulate dates for further Meetings to beheld should the Meeting in question be adjourned.Ordinary and extraordinary general meetings mayalternatively be called on a single date, with themajorities specified in Article 10 applying in suchcases.Article 7The right to attend and vote at General Meetings shallbe governed by the law.Shareholders are authorized to attend and vote atGeneral Meetings if, by the end of the third openmarket day prior to the meeting, the issuer hasreceived notification in respect of them from anauthorized intermediary based on evidence as at theclose of business on the seventh open market dayprior to the date set for the general meeting in the firstor only instance.Without prejudice to the foregoing, a shareholder isauthorized to attend and to vote at a general meetingif such notification reaches the issuer after the termsindicated in the above paragraph, provided that itdoes so by the start of proceedings in the case ofgeneral meetings called with one date only.SECTION IIIGeneral MeetingsArticle 5UnchangedArticle 6Unchanged”Resolutions in respect of i) mergers, as provided forby Articles 2505 and 2505-bis of the Civil Code,including in the cases referred to in Article 2506-terof the Civil Code, ii) the institution or removal ofbranch offices, iii) reductions in the Company’s sharecapital as a result of shareholders exercising theirright of withdrawal, iv) amendments to the Company’sArticles of Association to comply with regulatoryrequirements, and v) transfer of the Company’sheadquarters within Italian territory, are by law thesole competence of the Board of Directors.Unchanged””Article 7Unchanged””512 –