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

The proposals for appointments are disclosed to thepublic on the terms and according to the methodsprescribed by law.Before voting commences, the Chairman presidingover the general meeting reminds shareholders of anystatements made pursuant to the foregoing paragraph9, letter b) hereof, and invites shareholders takingpart in the meeting who have not submitted orcontributed to submitting lists, to declare anyrelations, as defined in Article 144-quinquies,paragraph 1 of Consob regulation no. 11971/99, withthose shareholders who have submitted lists or withthose who hold, including jointly, a controllinginterest or relative majority.In the event of an individual related to one or moreshareholders who have submitted or voted for the listranking first in terms of number of votes voting for aminority list, such relationship shall assumesignificance only if the vote was decisive in theappointment of the auditor.The following procedure is adopted for theappointment of statutory auditors:a) two statutory auditors and one alternate auditorare chosen based on the consecutive order inwhich they are numbered from the list obtainingthe highest number of votes;b) one standing auditor and one alternate auditorare chosen based on the consecutive order inwhich they are numbered in the respective listsections, from the list ranking second in terms ofnumber of votes in general meeting and whichunder regulations in force is not linked evenindirectly with the shareholders who submitted orvoted for the list which ranked first.In the event of the same number of votes being castfor more than one list, a new vote is held in the formof a ballot between the lists, with the candidates fromthe list which obtains a simple majority in this casebeing elected.The candidate ranking first in the section for electionof standing auditors in the list ranking second interms of the number of votes cast is appointedChairman of the Statutory Audit Committee.In the event of only one list being submitted,shareholders in general meeting express theiropinion on it; if the list obtains the majorityrequired by law for the ordinary general meeting,the three candidates numbered consecutively in therelevant section are appointed standing auditors,and the two candidates numbered consecutively inthe relevant section are appointed alternateauditors; the candidate listed first in the section forcandidates to the post of standing auditor in the listUnchanged””””””530 –