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

At a general meeting held on 28 October 2010, the shareholders ofMediobanca approved a rights issue reserved to Group staff executing, and inaccordance with the terms and conditions of, the performance share schemeapproved by the shareholders themselves at the same general meeting andpublished on the Bank’s website at www.mediobanca.it.As authorized by shareholders in a general meeting held on 27 June 2007,at a Board meeting held on 18 September 2009, the Directors of Mediobancaadopted a resolution to increase the company’s share capital via a scrip issue by anominal amount of €20,501,391.50, and to increase the company’s share capitalby a nominal amount of €57,418,261.50 via the issue in several tranches by 31March 2011, of up to 114,836,523 new par value €0.50 shares to be used inconnection with the exercise of 803,855,665 warrants allotted free of charge toentitled shareholders. Following exercise of the warrants, a total of 70,764 newshares were subscribed for (cf. Article 4, para. 8 of the company’s Articles ofAssociation; information available at www.mediobanca.it.According to the company’s register of shareholders, as amended in thelight of statements received pursuant to Article 120 of the Italian ConsolidatedFinance Act, as at 30 June 2011 the following shareholders own more than 2% ofthe subscribed and paid share capital of Mediobanca, either in their own right orthrough subsidiaries:Shareholder No. of shares % of share capitalUnicredito group 75,273,881 8.74Bolloré group 43,602,652 5.06Groupama group 42,430,160 4.93Premafin group 33,019,886 3.83Mediolanum group 29,095,110 3.38Fondaz. Cariverona 27,004,604 3.14Italmobiliare group 22,568,992 2.62Fondazione Ca.Ris.Bo 22,015,648 2.56Benetton group 18,625,029 2.16Fininvest group 17,713,785 2.06Mediobanca has approximately 65,000 shareholders. Shareholdersrepresenting approximately 44% of the Bank’s share capital have entered into anagreement expiring on 31 December 2011. The agreement is filed with the Milancompanies’ register, and an excerpt from it may be found on the Bank’sinstitutional website www.mediobanca.it/Corporate Governance.– 545