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

The share capital may also be increased as providedunder legal provisions, including Article 2441,paragraph 4, point 2 of the Italian Civil Code, incompliance with the terms and procedure set forththerein.Profits may, in the ways and forms permitted by law, beawarded to employees of the Company or Groupcompanies via the issuance of shares, under Article2349 of the Italian Civil Code.The shares shall be registered.An Extraordinary General Meeting held on 30 July2001 amended the resolution taken at theExtraordinary General Meeting held on 28 October2000 relating to the capital increase restricted toemployees of the Mediobanca Banking Group via thecreation of up to 13 million par value Euro 0.50ordinary shares, whereby the maximum nominalamount thereof was increased to Euro 25,000,000 viathe creation of up to 50,000,000 Euro 0.50 par valueordinary shares ranking for dividends pari passu withthe Bank’s existing shares, to be subscribed byMediobanca Banking Group employees not later than 1July 2015 on a restricted basis under Article 2441/8 ofthe Civil Code. Of these 50 million shares, a total of37,819,250 new shares have to date been subscribed.As a result of resolutions adopted at ExtraordinaryGeneral Meetings held on 25 June 2004 and 28October 2004, the Bank’s share capital was increasedby up to a further Euro 7.5m via the issue of up to 15million par value Euro 0.50 ordinary shares, rankingfor dividends pari passu and for subscription no laterthan 1 July 2020, pursuant to paragraphs 8 and 5Article 2441 of the Italian Civil Code, to be set aside asfollows: up to 11 million shares for employees of theMediobanca Group; up to 4 million shares for Bank Directors, carryingout particular duties. Of these, a total of 2,500,000new shares have still to be subscribed.Unchanged””””The Board of Directors is also authorized under Article2443 of the Italian Civil Code, to increase the Bank’sshare capital by means of rights or bonus issues in oneor more tranches by and no later than 27 June 2012, ina nominal amount of up to Euro 100m, including viawarrants, through the issue of up to 200 millionordinary par value Euro 0.50 shares, to be offered inoption or otherwise allotted to shareholders, and also toestablish the issue price of such new shares from timeto time, including the share premium, the date fromwhich they shall rank for dividends, and whether or notany of the shares shall be used for exercising warrants,and is further authorized under Article 2420-ter of theItalian Civil Code to issue bonds convertible intoordinary shares and/or shares with warrants attached inThe Board of Directors is also authorized under Article2443 of the Italian Civil Code, to increase the Bank’sshare capital by means of rights or bonus issues in oneor more tranches by and no later than 27 June 2012, ina nominal amount of up to Euro 100m, including viawarrants, through the issue of up to 200 millionordinary par value Euro 0.50 shares, to be offered inoption or otherwise allotted to shareholders, and also toestablish the issue price of such new shares from timeto time, including the share premium, the date fromwhich they shall rank for dividends, and whether or notany of the shares shall be used for exercising warrants,and is further authorized under Article 2420-ter of theItalian Civil Code to issue bonds convertible intoordinary shares and/or shares with warrants attached in– 537