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

SHARE CAPITAL AND OWNERSHIPThe Bank’s share capital at 30 June 2011 totalled €430,564,606 made up of861,129,212 par value €0.50 shares. The shares are bearer shares, and entitleshareholders to one vote per share in general meeting.Pursuant to Article 2443 of the Italian Civil Code, the Board of Directors wasauthorized by shareholders in a general meeting held on 27 June 2007:– to increase the Bank’s share capital by means of rights or bonus issues, on or priorto the fifth anniversary of the date of the relevant resolution, in an amount of up to€100m via the issuance of 200 million new ordinary shares, to be offered in optionor otherwise allotted to shareholders, and to establish the issue price and ranking ofsuch new shares from time to time; and to issue bonds convertible into ordinaryshares in a nominal amount of up to €2bn also to be offered to shareholders;provided that exercise of such resolution should not lead to the issue of a totalnumber of ordinary shares in excess of 200 million;– to increase the Bank’s share capital by means of rights or bonus issues, on or priorto the fifth anniversary of the date of the relevant resolution, in a nominal amount ofup to €40m, via the issuance of up to 80 million new ordinary shares, to reservedfor subscription by Italian and non-Italian professional investors, with option rightsexcluded under Article 2441, paragraph 4 of the Italian Civil Code.At a general meeting held on 27 October 2007, the shareholders of Mediobancaauthorized a buyback of par value €0.50 ordinary shares issued by the company for upto 2% of its share capital, at a minimum price not to be below the shares’ nominalvalue, and a maximum price not to exceed by more than 5% the reference pricerecorded at close of business on the trading day prior to the completion of eachindividual purchase. Upon completion of the transaction a total of 16,200,000 shareshad been bought back at an average price of €13.17 per share, repurchased for a totaloutlay of €213.4m.Since 1998 shareholders in general meeting have adopted resolutions toincrease the company’s share capital under the terms of the stock option schemesrestricted to company chief executives and to Mediobanca Group management (cf.Article 4, paras 5, 6 and 10, of the company’s Articles of Association). As at 1 July2011 the number of stock options still unassigned totalled 23,469,000 stock option inrespect of a like number of shares. Since that date a total of 650,000 stock options, havebeen awarded, as disclosed in a press release issued on 2 August 2011 (press releasesregarding schemes in force and awards made are available at www.mediobanca.it. Thestock option scheme approved by shareholders in general meeting and subsequentlyamended as a result of the Bank of Italy’s instructions issued in March 2011 has beenpublished on the Bank’s website at www.mediobanca.it.544 –