Previous AGM records

This is the archive of documents from previous general meetings

Minutes of extraordinary meeting, 28 October 2020
Minutes of ordinary meeting, 28 October 2020
Notice of meeting and Press Release
Filing of the minutes of extraordinary and ordinary General Meeting
Summary account of the votes on the items of the Agenda
Annual General Meeting
Press release requested by Consob regarding the list submitted by Bluebell Capital and Novator Capital for the appointment of SAC
Filing of the Consolidated and Individual financial statements as at 30 June 2020 and the Consolidated non-financial statement as at 30 June 2020
Lists of candidates for the appointment of the Board of Directors and Statutory Audit Committee of Mediobanca - 7 October 2020
List of candidates for appointment to Statutory Audit Committee of Mediobanca deposited - 1 October 2020
List of candidates for appointment as Directors of Mediobanca now filed - 25 September 2020
Consultation agreement between Shareholders of Mediobanca - Proposal for a list of candidates for appointment to the Statutory Audit Committee
Filing of the Reports for the General Meeting of Shareholders to be held on 28 October 2020 - 21/09/2020
Filing of the Reports for the General Meeting of Shareholders to be held on 28 October 2020 - 18/09/2020
Notice of meeting - Annual Genaral Meeting 28 October 2020
Mediobanca BoD approves its list of candidates for FY 2021-23
Excerpt from Notice of Meeting for Mediobanca AGM (published in newspapers) "Il Sole 24 ore", "Corriere della Sera", "Milano Finanza", del 18 September 2020
Consolidated Financial Statements and Non-Financial Statement for FY 2019-20 approved Extraordinary and ordinary General Meeting called
Agenda

Extraordinary business

1. Proposal to amend Articles 2, 4, 7, 9, 13, 15, 16, 17, 18, 19, 21, 23, 24, 25, 27 and 28 of the Company’s Articles of Association
2. Renewal of authorization to the Board of Directors to increase the company’s share capital pursuant to Article 2443 of the Italian Civil Code as permitted by Article 4 of the Articles of Association

Ordinary business

1. Financial statements as at 30 June 2020, Board of Directors’ Review of Operations, reports by external auditors and Statutory Audit Committee

- Individual financial statements as at 30 June 2020
- Consolidated financial statements as at 30 June 2020
2. Appointment of Board of Directors for 2021-23 three-year period
3. Appointment of Statutory Audit Committee for 2021-23 three-year period

4. Remuneration

- Report on remuneration and compensation paid
- 2021-25 Incentivization system for Group staff (Performance share scheme)
5. Engagement of auditor for period from 30 June 2022 – 30 June 2030
Documentation for AGM
Memo requested by Consob regarding the list submitted by Bluebell Capital and Novator Capital for the appointment of SAC
Process for submission of list of candidates for the position of director proposed by the outgoing board of Mediobanca
Report on qualitative and quantitative composition of Board of Directors
Report on qualitative and quantitative composition of Statutory Audit Committee
Italian and European regulations referred to in the Reports on Qualitative and Quantitative Composition
Lists

Lists of candidates for appointments to the Board of Directors of Mediobanca

- List no. 1 Submitted by the Board of Directors of Mediobanca
- List no. 2 Submitted by a group of investors
- List no. 3 Submitted by BlueBell Capital Partners Ltd and Novator Capital Ltd

Lists of candidates for appointments to the Statutory Audit Committee

- List no. 1 Submitted by Banca Mediolanum S.p.A.
- List no. 2 Submitted by a group of investors
- List no. 3 Submitted by BlueBell Capital Partners Ltd and Novator Capital Ltd
Forms
Proxy form to the appointed representative for representation at the Shareholders' Meeting pursuant to article 135-novies of legislative decree no. 58/1998
Sub-proxy form to the appointed representative for representation in annual General Meeting pursuant to article 135-novies of italian legislative decree 58/98
Proxy form to the appointed representative for representation at the Shareholders' Meeting pursuant to article 135-undecies of legislative decree 58/98
Other documentation
Remuneration policy 2020 - Executive summary
Consolidated non-financial Statement 2019-2020
Statement on Corporate Governance and Ownership Structure
MINUTES OF ANNUAL GENERAL MEETING (available in Italian only)
NOTICE OF MEETING AND PRESS RELEASE
SUMMARY ACCOUNT OF THE VOTES ON THE ITEMS OF THE AGENDA
PAYMENT OF DIVIDEND
PRESS RELEASE - ANNUAL GENERAL MEETING
DOCUMENTATION FILING 4/10/2019
DOCUMENTATION FILING 27/9/2019
NOTICE OF MEETING ANNUAL GENERAL MEETING 28 OCTOBER 2019
DOCUMENTATION FOR AGM

POINT 1: FINANCIAL STATEMENTS AS AT 30 JUNE 2019

CONSOLIDATED FINANCIAL STATEMENTS
INDIVIDUAL FINANCIAL STATEMENTS

POINT 2: GROUP STAFF REMUNERATION AND INCENTIVIZATION POLICIES

REMUNERATION POLICY 2019

POINT 3: RESOLUTION TO UPDATE TO PERFORMANCE SHARE SCHEME

PERFORMANCE SHARE SCHEME
Forms
PROXY FORM FOR PARTECIPATION IN GENERAL MEETING
PROXY FORM AND VOTING INSTRUCTIONS: SPAFID S.P.A. (APPOINTED REPRESENTATIVE)
Other documentation
STATEMENT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
REMUNERATION POLICY EXECUTIVE SUMMARY 2019
CONSOLIDATED NON-FINANCIAL STATEMENT 2018-2019
ARTICLES OF ASSOCIATION
PRIVACY FOR SHAREHOLDER
MINUTES OF ANNUAL GENERAL MEETING
NOTICE OF MEETING AND PRESS RELEASE
PAYMENT OF DIVIDEND
SUMMARY ACCOUNT OF THE VOTES ON THE ITEMS OF THE AGENDA
PRESS RELEASE - ANNUAL GENERAL MEETING OF MEDIOBANCA SHAREHOLDERS
FILING NOTICE FINANCIAL STATEMENTS AND DNF
FILING NOTICE OF AMG DOCUMENT
NOTICE OF MEETING ANNUAL GENERAL MEETING 27 OCTOBER 2018
DOCUMENTATION FOR AGM

POINT 1: FINANCIAL STATEMENTS AS AT 30 JUNE 2018

CONSOLIDATED FINANCIAL STATEMENTS MEDIOBANCA GROUP AS AT 30 JUNE 2018
FINANCIAL STATEMENTS AS AT 30 JUNE 2018

POINT 2: MEASURES REQUIRED UNDER ARTICLE 15 OF THE COMPANY’S ARTICLES OF ASSOCIATION: APPOINTMENT OFTWO DIRECTORS

BOARD OF DIRECTORS’ REPORT ON PROPOSAL FOR MEASURES REQUIRED UNDER ARTICLE 15 OF THE COMPANY’S ARTICLES OF ASSOCIATION: APPOINTMENT OF TWO NEW DIRECTORS
DOCUMENTATION FOR CANDIDATES

POINT 3: REMUNERATION POLICIES

REMUNERATION POLICIES

POINT 4: PROPOSAL FOR AUTHORIZATION TO BUY BACK AND SELL TREASURY SHARES

BOARD OF DIRECTORS’ PROPOSAL FOR AUTHORIZATION TO BUY BACK AND SELL TREASURY SHARES. RELATED RESOLUTIONS
Forms
PROXY FORM FOR PARTECIPATION IN GENERAL MEETING
PROXY FORM AND VOTING INSTRUCTIONS: SPAFID S.P.A. (APPOINTED REPRESENTATIVE)
Other documentation
CONSOLIDATED NON-FINANCIAL STATEMENT 2017-2018
REPORT ON THE QUALITATIVE AND QUANTITATIVE COMPOSITION OF THE BOARD OF DIRECTORS: RECOMMENDATIONS TO SHAREHOLDERS AND THE NEW BOD
BANCA D’ITALIA, DISPOSIZIONI DI VIGILANZA PER LE BANCHE: CIRCOLARE N. 285 DEL 17 DICEMBRE 2013 – 1° AGGIORNAMENTO DEL 6 MAGGIO 2014 IN MATERIA DI GOVERNO SOCIETARIO;
DIRETTIVA 2013/36/UE DEL PARLAMENTO EUROPEO E DEL CONSIGLIO DEL 26 GIUGNO 2013 SULL'ACCESSO ALL'ATTIVITÀ DEGLI ENTI CREDITIZI E SULLA VIGILANZA PRUDENZIALE SUGLI ENTI CREDITIZI E SULLE IMPRESE DI INVESTIMENTO (CRD IV) – ARTT. 76, 88, 91, 95;
EBA GUIDELINES ON INTERNAL GOVERNANCE
ESMA AND EBA GUIDELINES ON THE ASSESSMENT OF THE SUITABILITY OF MEMBERS OF THE MANAGEMENT BODY AND KEY FUNCTION HOLDERS UNDER DIRECTIVE 2013/36/EU AND DIRECTIVE 2014/65/EU
GUIDE TO FIT AND PROPER ASSESSMENTS
D.LGS. N. 39/2010 E SUCCESSIVE MODIFICHE (D.LGS. N.135/2016) ART.19
ANNUAL CORPORATE GOVERNANCE STATEMENT
REMUNERATION POLICY EXECUTIVE SUMMARY
ARTICLES OF ASSOCIATION
PRIVACY FOR SHAREHOLDER
MINUTES OF GENERAL MEETING, 28 OCTOBER 2017
PRESS RELEASE
SUMMARY ACCOUNT OF THE VOTES ON THE ITEMS OF THE AGENDA
PRESS RELEASE ANNUAL GENERAL MEETING OF MEDIOBANCA SHAREHOLDERS
NOTICE OF MEETING ANNUAL GENERAL MEETING 28 OCTOBER 2017
PRESS RELEASE - DEPOSIT DOCUMENTATION
PRESS RELEASE - LISTS OF CANDIDATES FOR APPOINTMENT TO GOVERNING BODIES OF MEDIOBANCA
PRESS RELEASE - AGM DOCUMENT FILING AND PERFORMANCE SHARE AWARDS
PRESS RELEASE, ASSOGESTIONI MANAGEMENT COMMITTEE – GIANCARLO BRUNI WITHDRAWS ACCEPTANCE OF CANDIDACY
PRESS RELEASE, ASSOGESTIONI MANAGEMENT COMMITTEE – GIANCARLO BRUNI WITHDRAWS ACCEPTANCE OF CANDIDACY
NOTICE OF WITHDRAWAL OF CANDIDACY BY GIANCARLO BRUNI
REPORT ON THE QUALITATIVE AND QUANTITATIVE COMPOSITION OF THE BOARD OF DIRECTORS APPROVED
DOCUMENTATION FOR AGM
POINT 1 - ANNUAL ACCOUNTS AND REPORT AS AT 30 JUNE 2017
POINT 2 - BOARD OF DIRECTORS’ REPORT - APPOINTMENT OF BOARD OF DIRECTORS FOR 2018-20 THREE-YEAR PERIOD
POINT 3 - BOARD OF DIRECTORS’ REPORT - APPOINTMENT OF STATUTORY AUDIT COMMITTEE FOR 2018-20 THREE-YEAR PERIOD
POINT 4 - REPORT ON REMUNERATION SUBMITTED TO APPROVAL OF SHAREHOLDERS IN ANNUAL GENERAL MEETING ON 28 OCTOBER 2017
POINT 5 - STATUTORY AUDIT COMMITTEE’S PROPOSAL (Increase in fee payable to external auditors for audit of the Company’s financial statements for the 2017-21 period)
REPORT ON THE QUALITATIVE AND QUANTITATIVE COMPOSITION OF THE BOARD OF DIRECTORS: RECOMMENDATIONS TO SHAREHOLDERS AND THE NEW BOARD OF DIRECTORS
BANCA D’ITALIA, DISPOSIZIONI DI VIGILANZA PER LE BANCHE: CIRCOLARE N. 285 DEL 17 DICEMBRE 2013 – 1° AGGIORNAMENTO DEL 6 MAGGIO 2014 IN MATERIA DI GOVERNO SOCIETARIO;
DIRETTIVA 2013/36/UE DEL PARLAMENTO EUROPEO E DEL CONSIGLIO DEL 26 GIUGNO 2013 SULL'ACCESSO ALL'ATTIVITÀ DEGLI ENTI CREDITIZI E SULLA VIGILANZA PRUDENZIALE SUGLI ENTI CREDITIZI E SULLE IMPRESE DI INVESTIMENTO (CRD IV) – ARTT. 76, 88, 91, 95;
EBA DRAFT GUIDELINES ON INTERNAL GOVERNANCE
ESMA AND EBA GUIDELINES ON THE ASSESSMENT OF THE SUITABILITY OF MEMBERS OF THE MANAGEMENT BODY AND KEY FUNCTION HOLDERS UNDER DIRECTIVE 2013/36/EU AND DIRECTIVE 2014/65/EU
GUIDE TO FIT AND PROPER ASSESSMENTS
D.LGS. N. 39/2010 E SUCCESSIVE MODIFICHE (D.LGS. N.135/2016) ART.19
Lists
LIST SUBMITTED BY UNICREDIT S.P.A. FOR APPOINTMENT TO BOARD OF DIRECTORS
LIST SUBMITTED BY A GROUP OF INVESTORS FOR APPOINTMENT TO BOARD OF DIRECTORS
LIST SUBMITTED BY UNICREDIT S.P.A. FOR APPOINTMENT TO STATUTORY AUDIT COMMITTEE
LIST SUBMITTED BY A GROUP OF INVESTORS FOR APPOINTMENT TO STATUTORY AUDIT COMMITTEE
Forms
PROXY FORM FOR PARTECIPATION IN GENERAL MEETING
PROXY FORM AND VOTING INSTRUCTIONS: SPAFID S.P.A.
Other documentation
STATEMENT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
MEDIOBANCA GROUP 2017 REMUNERATION POLICY
ARTICLES OF ASSOCIATION
NOTICE OF MEETING ANNUAL GENERAL MEETING 28 OCTOBER 2016
Press release: Mediobanca BoD approves financial statements as at 30 June 2016 and calls annual general meeting of shareholders
Press release - Mediobanca Annual General Meeting
Notice dividend payment
SUMMARY ACCOUNT OF THE VOTES ON THE ITEMS OF THE AGENDA
Board of Directors’ reports
POINT 1 - Annual Accounts and Report as at 30 June 2016
POINT 2 Resolutions pursuant to Article 15 of the company’s Articles of Association: appointment of a director
Proposal submitted by Unicredit
POINT 3 REPORT ON REMUNERATION
POINT 4 Insurance policy to cover civil liability for members of Group companies’ governing bodies
Other documentation
STATEMENT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
EXECUTIVE SUMMARY CORPORATE GOVERNANCE
Executive Summary Remuneration Policy
General Meetings 2015
NOTICE OF MEETING ORDINARY AND EXTRAORDINARY ANNUAL GENERAL MEETING 28 OCTOBER 2015
MEDIOBANCA BOD APPROVES FINANCIAL STATEMENTS AS AT 30 JUNE 2015 AND CALLS ANNUAL GENERAL MEETING OF SHAREHOLDers
Press release - Mediobanca Annual general meetinG, BOd COMMITTEES: NEW COMPOSition
Overview of voting results
MINUTES OF EXTRAORDINARY MEETING, 28 OCTOBER 2015
MINUTES OF ORDINARY MEETING, 28 OCTOBER 2015
Board of Directors’ reports

- EXTRAORDINARY

ITEM NO. 1. CHANGES TO ARTICLES OF ASSOCIATION
ITEM NO. 2. PROPOSAL TO RESCIND AND RENEW POWERS TO BOD TO INCREASE SHARE CAPITAL VIA RIGHTS ISSUES RESERVED TO INSTITUTIONAL INVESTORS
ITEM NO. 3. PROPOSAL TO RESCIND AND RENEW POWERS TO BOD TO INCREASE SHARE CAPITAL
ITEM NO. 4. AUTHORIZATION TO BOD TO INCREASE SHARE CAPITAL IN CONNECTION WITH PERFORMANCE SHARE SCHEMES

- ORDINARY

ANNUAL ACCOUNTS AND REPORT AS AT 30/6/2015
ITEM 2 - REMUNERATION POLICIES
ITEM 3 - PERFORMANCE SHARE SCHEME
ITEM 4 - Increase in fees payable to external auditors
OTHER DOCUMENTATION
Amendments to the company’s Articles of Association
Remuneration policy-Executive Summary
Statement on corporate governance and ownership structure
CORPORATE GOVERNANCE EXECUTIVE SYMMARY
Notice of Meeting
Annual general meeting, 28 October 2014
Overview of voting results
Minutes of Annual General Meeting, 28 October 2014
List
Lists submitted by Unicredit S.p.A.
Lists submitted by Studio Trevisan on behalf of a group of investors
Lists submitted by by Unicredit S.p.A.
Lists submitted by Studio Trevisan on behalf of a group of investors
Press release: list of candidates for appointment to governing bodies of Mediobanca
Board of Directors’ reports
Financial statements as at 30 June 2014 and director's report
Appointment of members of Board of Directors having previously established their number; and determining the amount of their remuneration
Appointment of members and Chairman of the Statutory Audit Committee; and determining the amount of their remuneration
Remuneration Policies
Other Documentation
Abstract Remuneration policies
Chairman of parties to the Mediobanca shareholders’ agreement
Draft financial statements as at 30 June 2014 approved
Report on the qualitative and quantitative composition of the Board of Directors: recommendations to Shareholders and the new Board of Directors
Mediobanca Group, General Meetings 2014
Notice of Meeting
Press release issued post-AGM, 28 October 2013
Summary of voting
Indications provided by the Chairman of the Board of Directors to shareholders in Annual General Meeting
Minutes of Annual General Meeting, 28 October 2013
Board of Directors’ reports
Financial statements as at 30 June 2013 and director's report
Resolutions pursuant to Art. 6 of Italian Ministerial Decree 161/98
Resolutions required under Art. 15 of the company's Articles of Association: appointment of one director
Proposal n.1 submitted by Fondazione Cassa di Risparmio in Bologna
Proposal n.2 submitted by Angelo Maria Chioda
Remuneration Policies
Other Documentation
Abstract Remuneration policies
Chairman of parties to schareholders' agreement
Draft Financial statements for FY 2013 approved
Notice of meeting
Press release issued post-AGM, 27 October 2012
Summary of voting
Minutes of general meeting
Minutes of extraordinary general meeting
Board of Directors’ reports
Financial statements for the year ended 30 June 2012, the Board of Directors’ Review of Operations, the external auditors’ report and the Statutory Audit Committee’s report; associated resolutions
Formalities required under Article 15 of the company’s Articles of Association: appointment of Directors
Proposal n° 1
Appointment of external legal auditors for the 2013-2021 period
Staff remuneration policies
Authorization to the Board of Directors under Article 2443 of the Italian Civil Code, to increase the company’s share capital by means of rights issues in a nominal amount of up to €40m, including via warrants, to be set aside for subscription by Italian and non-Italian professional investors with option rights excluded under and pursuant to the provisions of Article 2441, paragraph four, second sentence, of the Italian Civil Code; amendment to Article 4 of the company’s Articles of Association and related resolutions. Further amendments to the Articles of Association
Notice of meeting
Press release issued post-AGM, 28 October 2011
Overview of votes cast
Minutes of general meeting
Minutes of extraordinary general meeting
Board of Directors’ reports
Financial statements for the year ended 30 June 2011, the Board of Directors’ Review of Operations, the external auditors’ report and the Statutory Audit Committee’s report; associated resolutions
Appointments to the Board of Directors having established their number and determined the amount of their remuneration
Appointments to the Statutory Audit Committee; determining the amount of their remuneration
Staff remuneration policies
Proposal to amend Articles 6, 10, 14, 15, 17, 18, 19, 21, 22, 23, 24, 25, 28, 29 and 30 of the company’s Articles of Association; and to introduce a new Article 11, with Articles 12 through to 35 to be renumbered accordingly
Authorization to the Board of Directors to increase the company’s share capital by means of a rights and/or bonus issue in a nominal amount of up to €100m, and to issue bonds convertible into ordinary shares and/or bonds cum warrant, in an amount of up to €2bn, as permitted under Articles 2443 and 2420-ter of the Italian Civil Code, having first revoked the existing powers granted under a resolution adopted by shareholders in general meeting on 27 June 2007 as amended by shareholders in general meeting on 28 October 2008. Amendments to Article 4 of the Company’s Articles of Association and related resolutions
Lists
Lists submitted by Unicredit S.p.A.
Lists submitted by Fondazione Cassa di Risparmio in Bologna
Lists submitted by Studio Trevisan on behalf of a group of investors
Lists submitted by by Unicredit S.p.A.
Lists submitted by Fondazione Cassa di Risparmio di Verona Vicenza Belluno e Ancona
Lists submitted by Studio Trevisan on behalf of a group of investors
Press Release, 19 October 2011
Press Release issued by the Board of Directors of 24 October 2011
Press release issued by Statutory Audit Committee of 24 October 2011
Solicitation of proxies pursuant to Article 136 of Consob Regula
28 September 2011 Notice to shareholders from Marco Pedretti reminding them of the deadline for submitting proxy applications
28 September 2011 Notice to shareholders from Gianfranco D'atri reminding them of the deadline for submitting proxy applications
11 October 2011 Interruption from Gianfranco d'Atri of the deadline for submitting proxy applications
Mediobanca Group
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