REPORT OF THE BOARD OF DIRECTORS TO THE ORDINARY SHAREHOLDERS MEETING CONVENED IN SINGLE CALL ON 10 APRIL 2018 5. Appointment of the Board of Statutory Auditors: 5.1. Appointment of three Standing Auditors, three Alternate Auditors, and the Chairman; 5.2. Determination of compensation.
Report of the Board of Directors to the Ordinary Shareholders Meeting convened in single call on 10 April 2018 Dear Shareholders, You have been convened to the Ordinary Shareholders Meeting to resolve, inter alia, on the following matter: 5. Appointment of the Board of Statutory Auditors: 5.1. Appointment of three Standing Auditors, three Alternate Auditors, and the Chairman; 5.2. Determination of compensation. Please note that with the approval of the financial statements as at 31 December 2017, the mandate of the Company s Board of Statutory Auditors expires; it is therefore necessary to appoint the new control body and its Chairman, in compliance with regulatory and statutory provisions. In this regard, please note the following. Composition of the Board of Statutory Auditors Art. 27 of the Articles of Association states, The Shareholders Meeting elects the Board of Statutory Auditors, composed of three Standing Auditors and three Alternate Auditors, who remain in office for three years, with the mandate expiring on the date of the Shareholders Meeting convened to approve the financial statements for the third year of office; the auditors may be re-appointed. All auditors must be enrolled in the Registry of statutory auditors and auditing firms established pursuant to law and have conducted legal accounting audits for a period of 1
no less than three years. Furthermore, the Auditors must also satisfy the requirements, including those related to the limit on number of offices held, set forth in relevant pro tempore primary and secondary regulations in effect. Individuals holding administrative and control positions in excess of the limits established by pro tempore primary and secondary regulations in effect cannot be elected as auditors. Individuals cannot be elected as auditors and, if elected, the office is revoked, if they are in disqualifying situations or are ineligible or do not satisfy the requirements of professionalism, integrity and independence envisaged in the pro tempore primary and secondary regulations in effect. Mechanism for appointing the Board of Statutory Auditors based on list voting Pursuant to art. 27.2 of the Articles of Association, auditors are appointed in compliance with pro tempore regulations in effect concerning gender balance, based on lists submitted by shareholders, according to the procedure described below. Each list consists of two sections: one for candidates for the office of Standing Auditor, the other for candidates for the office of Alternate Auditor, within which candidates are listed using progressive numbering. A candidate may be submitted in only one list, on penalty of ineligibility. Each list must contain at least one Statutory Auditor and one Alternate Auditor. Furthermore, in order to ensure gender balance in accordance with pro tempore primary and secondary regulations in effect, each list containing three or more candidates must have candidates of both genders, so that at least one candidate for the office of Statutory Auditor and one for the office of Alternate Auditor is from the less represented gender. Without prejudice to legal obligations regarding professionalism and gender quotas, we 2
request Shareholders to submit candidates giving due consideration to diversity requirements in the composition of the control body in terms of age and educational and professional background. Shareholders who, alone or together with other shareholders, represent at least the percentage of the share capital established by Consob are entitled to submit lists. In this regard, note that, with Resolution no. 20273 of 24 January 2018, Consob defined the shareholding required to submit lists for the appointment of the Bank s control body to be 1% of the share capital. Pursuant to art. 144-sexies, paragraph 6 of Consob Regulation no. 11971/1999 (the Issuers Regulations ) and art. 27.3 of the Articles of Association, a shareholder may not submit or vote for more than one list, including through a third party or through trust companies. Shareholders belonging to the same group - defined as the parent company, subsidiaries, and companies subject to joint control - and shareholders who participate in a shareholders agreement pursuant to art. 122 of Legislative Decree no. 58/1998 (the TUF - Consolidated Finance Act ) in relation to the issuer s shares, may not submit or vote for more than one list, including through a third party or through trust companies. Furthermore, note that Shareholders who submit a minority list are required to comply with the recommendations formulated by Consob with Communication no. DEM/9017893 of 26 February 2009. In compliance with the provisions of the Articles of Association and regulations in effect, the lists, signed by those submitting them, must be submitted to the Company at least 25 (twenty-five) days prior to the date set for the Shareholders Meeting in single call to resolve on the appointment of the Board of Statutory Auditors, that is, no later than Friday, 16 March 2018. 3
Lists for the appointment of the Board of Statutory Auditors may also be filed by electronic communication to the certified e-mail address assemblea2018@pec.mediolanum.it. If a list is filed by certified e-mail, a copy of a valid identity document of the submitters must also be sent. The lists are accompanied by: a) information on the identity of the shareholders who submitted the lists, indicating the total percentage of share capital held; the total ownership percentage may also be verified subsequent to the submission of the list, under the terms and methods envisaged also in pro tempore regulations in effect, as specified below; b) a declaration by shareholders other than those who hold a controlling or majority stake, including jointly, that certifies the absence or existence of relationships with the latter, in compliance with the provisions of art. 148 of the Consolidated Finance Act and art. 144-quinquies, paragraph 1, of the Issuers Regulations; c) thorough disclosure of the candidates personal and professional characteristics, a declaration from these candidates attesting that they satisfy requirements set forth by law and the current Articles of Association and accept the nomination, as well as, if applicable, the list of administrative and control offices held in other companies. Any list that does not respect the aforementioned provisions is considered as not submitted. Pursuant to the indications of art. 144-sexies, paragraph 5, of the Issuers Regulations, if only one list has been submitted on the deadline for the filing of lists as indicated above (Friday, 16 March 2018), or there are only lists submitted by shareholders who have a significant association pursuant to pro tempore laws and regulations in effect, lists may 4
be submitted up to the 3rd (third) day following that date, i.e., by (and not later than) Monday, 19 March 2018 (the Extension of the Deadline ); in the event of the Extension of the Deadline, the minimum threshold for submitting lists is reduced by half, that is, to 0.50% of share capital. The lists will be published according also to pro tempore regulations in effect. Specifically, at least twenty-one days prior to the date of the Shareholders Meeting, (i.e., Tuesday, 20 March 2018), the lists will be made available to the public at the registered office, on the Company's website, and according to other methods envisaged by Consob regulations. However, in the event of the Extension of the Deadline pursuant to art. 144-sexies, paragraph 5, of the Issuers Regulations, in order to reconcile the primary requirement to ensure the right to submit lists by minority shareholders with the market s need to have timely information on the submitting Shareholders and proposed candidates, the lists submitted for appointment to the Board of Statutory Auditors will be made available to the public at the registered office, on the Company's website, and according to other methods envisaged by Consob regulations on Monday, 19 March 2018. Ownership of the total shareholding by Shareholders who submit lists is certified by an authorised intermediary for bookkeeping, who sends the Company the communication envisaged in art. 23 of the Regulations governing central depositories, settlement services, guarantee systems, and related management companies adopted by Bank of Italy and Consob on 22 February 2008, as subsequently amended (the Joint Regulations ), including after the list has been submitted, provided that it arrives at least twenty-one days prior to the date set for the Shareholders Meeting in single call, that is, no later than Tuesday, 20 March 2018 (art. 144-sexies, paragraph 4-quater, of 5
the Issuers Regulations). In the event of Extension of the Deadline, all those entitled are invited to send the Company the communication envisaged in art. 23 of the Joint Regulations together with the lists and, in any case, by (and not later than) Monday, 19 March 2018 in order to allow the lists to be published. Ownership of the total shareholding by Shareholders submitting the lists is determined in reference to the shares that are registered to the Shareholders on the day on which the lists are submitted to the Company, with reference to the share capital subscribed on that date. Methods of appointing the Board of Statutory Auditors: Pursuant to the provisions of art. 27.8 of the Articles of Association, the election of the Board of Statutory Auditors will proceed as follows: a) from the list that obtained the highest number of votes at the Shareholders Meeting, two Standing Auditors and two Alternate Auditors are drawn, based on the progressive order in which they are numbered in the sections of the list; b) from the list that obtained the second highest number of votes at the Shareholders Meeting, and that is not connected, including indirectly, with the Shareholders that submitted or voted for the list that obtained the highest number of votes, in accordance with pro tempore primary and secondary regulations in effect, one Standing Auditor and one Alternate Auditor are drawn, based on the progressive order in which they are numbered in the sections of the list. In the event that more than one list obtains the same number of votes, a new ballot vote is held for these lists, with the candidates elected from the list that obtains a simple 6
majority of votes. If as a result of voting and the procedure described above, the composition of the Board of Statutory Auditors in relation to Standing Auditors does not comply with pro tempore primary and secondary regulations in effect regarding gender balance, the candidates from the list that obtained the highest number of votes will provide the necessary replacements, according to the order in which the candidates are listed. The candidate in the first position of the section of the list for Standing Auditors from the list described in letter b) above is appointed Chairman of the Board of Statutory Auditors. If only one list is submitted, the Shareholders' Meeting votes on it; if the list obtains the majority required by art. 2368 et seq. of the Italian Civil Code, the three candidates indicated in progressive order in the relevant section are elected as Standing Auditors and the three candidates indicated in progressive order in the relevant section are elected as Alternate Auditors; the candidate in the first position of the section for Standing Auditors in the submitted list is appointed Chairman of the Board of Statutory Auditors. If no lists are submitted, or if, through the list voting mechanism, the number of elected candidates is less than the number established by the Articles of Association, the Board of Statutory Auditors is appointed or supplemented, respectively, by the Shareholders Meeting with the majorities set by law and in observance of pro tempore provisions in effect regarding gender balance. In the event that the Chairman of the Board of Statutory Auditors is not drawn from the majority list or from the sole list submitted, we invite you to appoint the position in compliance with the provisions of the law and Articles of Association indicated above. * * * 7
In order to facilitate the submission of lists by Shareholders, a standard form for acceptance of nomination (available on the Bank s website in the Shareholders Meeting Section) by the candidates for Auditor is attached to this Report. Determination of the Board of Statutory Auditors compensation Finally, note that the Ordinary Shareholders Meeting will also be requested to determine the amount of fees to be paid to members of the control body for the entire duration of their appointment, pursuant to art. 2402 of the Italian Civil Code, in addition to reimbursement of expenses incurred in carrying out their appointment. In this regard, we remind you that, for the Board of Statutory Auditors currently in office, the Bank s Shareholders Meeting of 19 March 2015 set the annual gross compensation of EUR 75,000.00 for the Chairman and EUR 50,000.00 for each Standing Auditor. Moreover, the Board of Statutory Auditors performs the function of a Supervisory Board created in accordance with Legislative Decree no. 231/2001, whose compensation is determined by the Board of Directors. ---000--- In consideration of all above, the Shareholders Meeting is requested to: - resolve on the appointment of Board of Statutory Auditors, composed of three Standing Auditors and three Alternate Auditors, according to the procedures indicated in art. 27 of the Articles of Association; - designate the Chairman of the Board of Statutory Auditors, according to the procedures indicated in art. 27 of the Articles of Association; - determine the total gross annual compensation due to the members of the Board of Statutory Auditors. 8
Milan 3, 27 February 2018 For the Board of Directors Chairman (Ennio Doris) 9
DECLARATION OF ACCEPTANCE OF NOMINATION FOR THE OFFICE OF AUDITOR OF BANCA MEDIOLANUM S.P.A. AND RELATED DECLARATIONS (model) The undersigned, Tax Code, born in, on, pursuant to and in accordance with the provisions of art. 27 of the Articles of Association of Banca Mediolanum S.p.A. ( BMED or also the Company ), in accordance with the ordinary Shareholders Meeting, convened in single call on 10 April 2018, at 10:00 am, in Basiglio - Milan 3, Palazzo Meucci, (the Shareholders Meeting ), declares - that he/she accepts the nomination for the office of Auditor of BMED, in this list submitted by ; - that he/she is not a candidate for appointment as Auditor of BMED in another list; - that he/she is prepared to accept the office from this moment, if appointed by the aforementioned Shareholders Meeting; therefore, under his/her responsibility, for all purposes of the law, given 1
- the Decree of the Ministry of the Treasury, Budget and Economic Planning no. 161 of 18 March 1998 ( Ministerial Decree 161/1998 ); - the Decree of the Ministry of Justice no. 162 of 30 March 2000, ( Ministerial Decree 162/2000 ), as referred to in art. 148, paragraph 4, of Legislative Decree no. 58 of 24 February 1998 ( Consolidated Finance Act ); - the provisions of art. 148, paragraph 3 of the Consolidated Finance Act, and art. 3 of the Self-Governance Code prepared by the Committee for the Corporate Governance of Listed Companies, established by Borsa Italiana S.p.A. (the Self-Governance Code ); - as well as, more generally, the provisions established by law, by regulations, or the current Articles of Association; declares and certifies pursuant to art. 46 and 47 of Presidential Decree no. 445 of 28 December 2000, under his/her responsibility and aware that, in accordance with art. 76 of the aforementioned Presidential Decree no. 445 of 28 December 2000, false declarations, falsehoods in deeds, and the use of false deeds or deeds containing information that no longer corresponds to the truth, are punishable by the Criminal Code and relevant special laws, at the date of signing this declaration, to meet the requirements set forth in current legislation and the BMED Articles of Association to hold the position of Auditor of the Company, as specified below: (A) INDEPENDENCE REQUIREMENTS to satisfy the independence requirements provided for by art. 148, paragraph 3 of the Consolidated Finance Act, art. 3 of the Self-Governance Code, and, more generally, governing regulations; that, in any case, there are no current circumstances and/or situations that would compromise his/her independence, and taking into consideration the comment to art. 5 of 2
the Self-Governance Code, he/she commits to maintain the requirements set forth herein throughout the mandate, and to promptly inform the Board of Directors of any circumstances and/or situations that may compromise independence; (B) REQUIREMENTS OF PROFESSIONALISM AND PROPRIETY to be competent in the Company s business sector, pursuant to art. 19 of Legislative Decree no. 39 of 27 January 2010; to satisfy the requirements of professionalism required by art. 3 of Ministerial Decree 161/1998 and art. 1 of Ministerial Decree 162/2000, and, specifically, taking into consideration the provisions of art. 27.1 of the Articles of Association, to be enrolled in the registry of statutory auditors and to have exercised the activity of legal accounting audits for a period of no less than three years; to be able to devote adequate time to performing the role of Auditor of BMED; to satisfy the requirements of professional propriety provided for by current legislation and regulations; (C) INTEGRITY REQUIREMENTS AND OTHER CAUSES FOR DISQUALIFICATION FROM ASSUMING THE OFFICE to not be in a situation of ineligibility or forfeiture provided for by art. 2382 of the Italian Civil Code; to satisfy the requirements of integrity envisaged in art 5 of Ministerial Decree 161/1998 and art. 2 of Ministerial Decree 162/2000; to not fall under any of the disqualifying situations referred to in art. 4 of Ministerial Decree 161/1998; to not fall under any of prohibitive conditions set out in current legislation, including in regard to the disqualification framework referred to in art. 17 of Legislative Decree no. 3
39 of 27 January 2010 and related implementing provisions regarding the audit firm Deloitte & Touche S.p.A., for the assignment of auditing the accounts conferred by the Company s ordinary Shareholders Meeting; (D) CAUSES FOR SUSPENSION to not fall under any of the causes for suspensions referred to in art. 6 of Ministerial Decree 161/1998; (F) OTHER CAUSES OF INCOMPATIBILITY with reference to the prohibition contained in art. 3.2, letter e of the Supervisory Provisions for Banks, Bank of Italy Circular no. 285 of 17 December 2013: (tick the relevant box) not to hold offices in bodies other than those with control functions in other companies of Banca Mediolanum Group or the related financial conglomerate, nor in companies in which BMED holds, including indirectly, a strategic investment (as defined by the aforementioned Bank of Italy Supervisory Provisions); to commit, from this moment, to resign from any offices that are incompatible with the position of Auditor of BMED, if appointed by the aforementioned Shareholders Meeting of the Company; with reference to the prohibitions pursuant to art. 36 of Decree Law no. 201/2011, implemented by Law no. 214/2011 ( interlocking ban ): (tick the relevant box) to not hold any office in management, oversight, and control bodies or senior management roles in competing companies operating in the credit, insurance and financial markets; 4
to commit, from this moment, to resign from any offices and/or roles that are incompatible with the position of Auditor of BMED, if appointed by the aforementioned Shareholders Meeting of the Company; only for candidates for the office of Standing Auditor of BMED: (tick the box) to respect the limits to the number of administrative and control offices pursuant to art. 148-bis of the Consolidated Finance Act and art. 144-terdecies of Consob Regulation no. 11971/1999; (G) PROCESSING OF PERSONAL DATA to authorise, pursuant to and in accordance with art. 13 of Legislative Decree no. 196/2003, the publication of data and information contained in the curriculum vitae and the collection and processing, including with IT tools, of personal data in the context and for the purposes of the appointment process for members of the BMED Board of Statutory Auditors. The undersigned commits to produce, upon request of the Company, the appropriate documentation to confirm the veracity of the declarations made. Moreover, he/she attaches to this document a copy of an identity document, curriculum vitae, and list of offices held in other companies. He/she commits to promptly notify the Company of any subsequent event or fact that modifies the information provided herein. Location: Date: In witness thereof, 5
First Name: Last Name: I authorise the processing of personal data pursuant to Legislative Decree no. 196/2003 for all purposes connected to activities related to the submission of the nomination and acceptance thereof. * * * 6
List of administrative and control offices The undersigned, Tax Code, born in, on, pursuant to and in accordance with the provisions of art. 27 of the Articles of Association of Banca Mediolanum S.p.A., in accordance with the ordinary Shareholders Meeting, convened in single call on 10 April 2018, at 10:00 am, in Basiglio - Milan 3, Palazzo Meucci, declares to hold the following administrative and control offices: Office held Name of Registered Tax Code/VAT Appointment company/entity office no. start date Location: Date: 7
In witness thereof, First Name: Last Name: I authorise the processing of personal data pursuant to Legislative Decree no. 196/2003 for all purposes connected to activities related to the submission of the nomination and acceptance thereof. 8