Mediobanca Banca di Credito Finanziario S.p.A.

Mediobanca was set up straight after World War II on the initiative first of Banca Commerciale Italiana (now Intesa San Paolo S.p.A.), then Credito Italiano (now UniCredit) and later Banco di Roma (subsequently Capitalia, which in 2007 was merged into UniCredit), in order to "meet the medium-term financing requirements of Italian manufacturing enterprises" and to forge a "direct link between the investment community and the need for finance to rebuild Italian industry". At first Mediobanca confined itself to granting medium-term credit, in accordance with the regulations in force at the time, but in October 1973 a formal decision was made to extend the Bank’s operations to provide finance on terms of up to twenty years. From early on in its history Mediobanca supported the leading Italian industrial groups in their efforts to grow domestically and on international markets. The Bank was also one of the first to enter the financial services industry through Spafid (trustee business: 1948), Compass (consumer credit: 1951), and Selma, now SelmaBipiemme Leasing (leasing: 1970). In March 1956 Mediobanca was admitted to the official stock market list, the first banking stock to be listed in the post-war period. In the 1970s Mediobanca played an important part in the restructuring of Italian industry as the bank of choice for the leading groups in the country. This was reflected in its portfolio of shareholdings, which in the mid-1970s included stakes Assicurazioni Generali (4.5%), Fiat (2.5%), Montedison (2.5%), Olivetti (5%), Pirelli&C (3.3%) and Fondiaria Vita (10%). In January 1988 Mediobanca’s ownership structure was reorganized, with a view to providing stable equilibrium between public and private shareholders while at the same time ensuring independence of management, which to this point had been guaranteed by a shareholder agreement between the three banks of national interest and some of the leading international investment banks. This involved the three founder banks reducing their aggregate holding from 57% of the share capital to 25%. A 25% stake was acquired by a private sector grouping to give it the same aggregate percentage as the three banks, formalized by entering into a shareholder agreement with them. The remaining approx. 7% of the original holding was placed on the market in November 1988. Mediobanca International was set up in 1990 to operate on international capital markets. Micos Banca, now CheBanca!, came into operation as a mortgage lender in 1992. MB Finstrutture was set up in 1998 to arrange and advise on investment projects including structured finance solutions such as project finance, securitization, acquisition finance and export finance, before being merged back into Mediobanca in 2005. The late 1990s and the start of the new millennium saw the leading Italian banking and industrial groups being privatized and a glut of stock market listings, primarily by companies in the TMT sectors. During this period Mediobanca managed the privatizations of Banca di Roma, BNL, Telecom Italia and Enel and handled the listing of numerous companies. During the same period Mediobanca’s equity investment portfolio was expanded. In particular, its shareholding in Assicurazioni Generali was gradually increased to 12.5%, in part through the acquisition and subsequently in 2001 the merger of Euralux from the Lazard group. In April 2000 Banca Commerciale Italiana, now part of the Intesa group, sold its interest in Mediobanca to other parties to the shareholders’ agreement. In the same period the Group commenced operations in the private banking segment, with a view to exploiting synergies with its core investment banking activities. In July 2000 Duemme was set up as a joint venture with Mediolanum to provide high-end private banking services. The company was subsequently renamed Banca Esperia, and commenced operations in July 2001, becoming a major domestic player in the space of a few years. In May 2002 Mediobanca entered into a put and call agreement to acquire a 34% stake in Compagnie Monégasque de Banque (CMB) from Commerzbank, CMB being market leader in private banking in the principality of Monaco. The following year this stake was raised to 61.64% and full control was acquired in December 2004. In April 2003 the block shareholders’ agreement of Mediobanca was amended to include a group of non-Italian investors including the Bolloré and Groupama groups, which had taken an aggregate stake of 10% of the Bank’s share capital. In the same year, which also saw the current management team appointed, fresh impetus was given to the growth of the Group’s banking activities by completing the range of products offered, developing the distribution network and increasing the international dimension of the Group’s operations. In July 2004 Mediobanca launched a branch office in Paris, and in 2006 a securities brokerage was opened in New York, followed in 2007 by the opening of two more branch offices in Madrid and Frankfurt to provide lending and advisory services. In late 2007, following the merger with Capitalia, UniCredit sold its shares in Mediobanca which amounted to 9.37% of the share capital. Of these, 7.4% were sold to shareholders who were already or who became parties to the shareholders’ agreement and who undertook to syndicate them under the terms and conditions thereof, while the other 2% were sold to third parties on the market. Accordingly, the aggregate accounted for by the block agreement fell to 45.6% as from December 2007. Again in December 2007, Mediobanca acquired consumer credit company Linea from Banco Popolare and Banca Popolare di Vicenza, for an outlay of €405m. The acquisition was completed through Group company Compass, which thus doubled its loan book and became the third largest specialist consumer credit operator in Italy. In 2008 a branch was opened in London to focus specifically on capital markets activities. In May 2008, in accordance with the strategy unveiled in the 2009-2011 business plan approved in March of the same year, Mediobanca strengthened its footprint in the retail segment with mortgage lender Micos Banca being renamed CheBanca! and expanding operations to include savings products and current accounts, adopting a multi-channel distribution model based on internet, call centres and branches.

Address: Piazzetta Enrico Cuccia 1 - 20121 Milano, Italy

Phone: +39 2 88291
FAX: +39 2 8829367