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

Shareholders authorized to attend and vote at generalmeetings may elect to have themselves be representedin such a meeting via a proxy issued in writing ormade electronically in cases where such possibility isprovided for by regulations in force and in accordancetherewith, subject to cases of incompatibility and thelimits prescribed by law.Proxies may be notified electronically using therelevant section of the Company’s website, inaccordance with the instructions provided in thenotice of meeting.Article 8Shareholders shall be entitled to one vote for eachshare held.Article 9General Meetings shall be presided over by theChairman of the Board of Directors or, in his stead, bythe elder Deputy Chairman, the other DeputyChairman, if appointed, or by the most senior of theother Board members, in that order.The Chairman shall be assisted by a Secretary. In caseswhere Article 2375 of the Civil Code applies, and in anyother case where he considers it advisable, the Chairmanshall call upon a notary to compile the minutes.The Chairman shall be responsible for establishingthat a quorum has been reached, ascertaining theidentity of those in attendance and assessing theirentitlement to be so present, chairing and conductingthe proceedings, and checking and announcing theresults of any votes taken thereat.Article 10The validity of both Ordinary and Extraordinary GeneralMeetings, and the validity of the resolutions taken thereatshall be governed by the provisions of the law.In cases where general meetings are called on one dateonly, an ordinary general meeting shall be validlyconstituted regardless of the percentage of the sharecapital represented, with resolutions being adopted onan absolute majority basis. An extraordinary generalmeeting is validly constituted if at least one-fifth of thecompany’s share capital is represented, and resolutionsare adopted with at least two-thirds of the share capitalin attendance voting in favour.Members of the Board of Directors and StatutoryAudit Committee shall be appointed in accordancewith the procedures set out respectively in Articles 14and 28 hereof.Unchanged”Article 8UnchangedArticle 9Unchanged””Article 10Unchanged”Members of the Board of Directors and StatutoryAudit Committee shall be appointed in accordancewith the procedures set out respectively in Articles 15and 29 hereof.Article 11Transactions with related partiesTransactions with related parties, including thosewhich fall within the jurisdiction of shareholders in– 513