CONSULTATION AGREEMENT BETWEEN MEDIOBANCA SHAREHOLDERS
The Consultation agreement no provision for commitments in terms of lock-up or voting rights over the shares syndicated to it.
In signing the Consultation Agreement, the Parties confirm their shared interest in the Group’s growth, with a view to ensuring unified management in accordance with its traditions of autonomy and independence.
The Agreement, with no provision for commitments in terms of lock-up or votes on the shares syndicated to it, governs the means by which the Parties meet to share reflections and considerations regarding the Group’s performance, in accordance with the principle of full parity of information versus the market.
The Parties to the Agreement acknowledge that the preferred practice is for the list of candidates for reappointment to the Board of Directors is for such list to be submitted by the outgoing Board itself (as provided by the Articles of Association).
On 20 December 2018, a Consultation Agreement was signed by Mediobanca shareholders and equivalent to the instance contemplated under Article 122, paragraph 5, letter a) of Italian Legislative Decree 58/98.