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

candidates may only feature in one list, failing whichthey shall become ineligible.The procedure for the appointment of Directors is asfollows: all Directors save one are chosen on the basisof the consecutive number in which they are orderedfrom the list obtaining the highest number of votes;the other Director is chosen from the list which rankssecond in terms of number of votes cast and which isnot submitted or voted for by shareholders who arerelated, as defined under regulations currently inforce, to the shareholders who submitted or voted forthe list ranking first in terms of number of votes cast,again on the basis of the consecutive number in whichthe candidates are ordered.In the event of an equal number of votes being cast, aballot shall be held.In the event that following the procedure set outabove does not result in a sufficient number ofDirectors in possession of the requisites stipulatedunder the foregoing paragraphs 3 and 4 hereof beingelected, the procedure shall be to replace thenecessary number of candidates elected from amongthose in the majority list in the last consecutivepositions with candidates in possession of therequisite qualifications from the same list based ontheir consecutive numbering. If it proves impossibleto complete the number of Directors required via thisprocedure, again in order to comply with the provisionof the foregoing paragraphs 3 and 4, the remainingDirectors shall be appointed by shareholders ingeneral meeting on the basis of a simple majority, atthe proposal of the shareholders in attendance.In the event of just one list being submitted, theBoard of Directors is taken from this list in itsentirety, providing the quorum established by law forordinary general meetings has been reached.For the appointment of those Directors who forwhatever reason could not be elected to comply withthe provisions set forth in the foregoing paragraphs, orin the event that no lists are submitted, the Board ofDirectors is appointed by shareholders in generalmeeting on the basis of a relative majority, againwithout prejudice to the requirements stipulated inthe said paragraphs 3 and 4 hereof.In the event of one or more Directors leaving officebefore their term expires, the procedure shall be asdescribed in Article 2386 of the Italian Civil Code,without prejudice to the obligation to comply with theprovisions of Article 14, paragraphs 3 and 4 hereof.Directors co-opted by the Board shall remain in officeuntil the next successive annual general meeting,where shareholders will appoint a new Board memberto replace the Director who has left office.Shareholders in general meetings shall adoptresolutions based on a relative majority, incompliance with the provisions in respect of theBoard’s composition set forth herein. If the DirectorsUnchanged”””For the appointment of those Directors who forwhatever reason could not be elected to comply withthe provisions set forth in the foregoing paragraphs, orin the event that no lists are submitted, the Board ofDirectors is appointed by shareholders in generalmeeting on the basis of a relative majority, againwithout prejudice to the requirements stipulated inArticle 15, paragraphs 3 and 4 hereof.In the event of one or more Directors leaving officebefore their term expires, the procedure shall be asdescribed in Article 2386 of the Italian Civil Code,without prejudice to the obligation to comply with theprovisions of Article 15, paragraphs 3 and 4 hereof.Directors co-opted by the Board shall remain in officeuntil the next successive annual general meeting,where shareholders will appoint a new Board memberto replace the Director who has left office.Shareholders in general meetings shall adoptresolutions based on a relative majority, incompliance with the provisions in respect of theBoard’s composition set forth in Article 15,– 517