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

AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THECOMPANY’S SHARE CAPITAL BY MEANS MOF A RIGHTS AND/ORBONUS ISSUE IN A NOMINAL AMOUNT OF UP TO €100M100M, , AND TOISSUE BONDS CONVERTIBLE INTO ORDINARY SHARES AND/ORBONDS CUM WARRANTS, IN AN AMOUNT OF UP TO €2BN, ASPERMITTED UNDER ARTICLES2443 AND 2420-TEROF THE ITALIANCIVIL CODE, , HAVING FIRST RESCINDED THE EXISTING POWERSGRANTED UNDER A RESOLUTIOLUTION ADOPTED BY SHAREHOLDERS INGENERAL MEETING ON 27 2JUNE 2007 AS AMENDED EDBYSHAREHOLDERS IN GENERAL MEETING ON 28 OCTOBER 2008.AMENDMENTS TO ARTICLE 4 OF THE COMPANY’S ARTICLES OFASSOCIATION AND RELATED RESOLUTIONS.Dear shareholders,At an extraordinary general meeting held on 27 June 2007, the shareholdersof Mediobanca authorized the Bank’s Management Board (now the Board ofDirectors), under Article 2443 of the Italian Civil Code, to increase the Bank’sshare capital on or prior to the fifth anniversary of the date of the resolutionconcerned, in an amount of up to €100m, including via warrants, and underArticle 2420-ter of the Italian Civil Code, to increase the Bank’s share capitalthrough the issue of convertible bonds and/or shares cum warrants, it beingfurther provided that the exercise of such powers should not result in a totalnumber of more than 200 million shares being issued.On 18 September 2009, the Board of Directors exercised the above powers,adopting a resolution to increase the company’s share capital by a total amount of€77,919,653.00, €20,501,391.50 by means of a scrip issue and €57,418,261.50for use in connection with a total of 803,855,665 warrants which expired inMarch 2011, 495,348 only of which were exercised and converted into 70,764new shares.Given that the above powers have now been virtually exhausted and will anycase expire in June 2021, we propose that the authorization be renewed for theoriginal amount, at the same time cancelling the outstanding share which is worth€22,080,347.Exercise of these powers will allow the execution times for capital increasesto be reduced, the size of such increases to be established on the basis of specificopportunities, and the risk of changes in share prices from the time ofannouncement to the time when the deal is actually approved to be reduced.You are therefore invited to adopt the following resolution:“The shareholders of Mediobanca, gathered in extraordinary general meeting:– having heard the Board of Directors’ report.– 535