Common use of Voting Certificates and Block Voting Instructions Clause in Contracts

Voting Certificates and Block Voting Instructions. With reference to the Securities, except for the Italian Dematerialised Securities, each Paying Agent shall, at the request of the holder of any Security held in a Clearing System, issue voting certificates and block voting instructions in a form and manner which comply with the provisions of Schedule 1 (Provisions for Meetings of holders of Securities issued by Mediobanca or Mediobanca International) (except that it shall not be required to issue the same less than forty- eight hours before the time fixed for any Meeting therein provided for) and shall perform and comply with the provisions of Schedule 1 (Provisions for Meetings of holders of Securities issued by Mediobanca or Mediobanca International). Each Paying Agent shall keep a full record of voting certificates and block voting instructions issued by it and will give to the relevant Issuer or, as the case may be, the Guarantor (where applicable) not less than twenty-four hours before the time appointed for any Meeting or adjourned Meeting full particulars of all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned Meeting. The Issuer shall provide the Fiscal Agent in a sufficient quantity for distribution (where the Paying Agent is not the Fiscal Agent) among the relevant Paying Agents as required by this Agreement or the relevant Conditions forms of voting certificates and block voting instructions, together with instructions as to how to complete, deal with and record the issue of such forms. With reference to the Italian Dematerialised Securities, the Italian Paying Agent shall, at the request of the holder of any Security held in Monte Titoli, issue block voting instructions in a form and manner which comply with the provisions of Schedule 1 (Provisions for Meetings of holders of Securities issued by Mediobanca or Mediobanca International). The Italian Paying Agent shall keep a full record of block voting instructions issued by it and will give to the relevant Issuer or, as the case may be, the Guarantor (where applicable) not less than twenty-four hours before the time appointed for any meeting or adjourned meeting full particulars of all block voting instructions issued by it in respect of such meeting or adjourned meeting.

Voting Certificates and Block Voting Instructions. With reference to the Securities, except for the Italian Dematerialised Securities, each Paying Agent shall, at the request of the holder of any Security held in a Clearing System, issue voting certificates and block voting instructions in a form and manner which comply with the provisions of Schedule 1 (Provisions for Meetings of holders of Securities issued by Mediobanca, Mediobanca International or Mediobanca InternationalMBFL) (except that it shall not be required to issue the same less than forty- forty-eight hours before the time fixed for any Meeting therein provided for) and shall perform and comply with the provisions of Schedule 1 (Provisions for Meetings of holders of Securities issued by Mediobanca, Mediobanca International or Mediobanca InternationalMBFL). Each Paying Agent shall keep a full record of voting certificates and block voting instructions issued by it and will give to the relevant Issuer or, as the case may be, the Guarantor (where applicable) not less than twenty-four hours before the time appointed for any Meeting or adjourned Meeting full particulars of all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned Meeting. The Issuer shall provide the Fiscal Agent in a sufficient quantity for distribution (where the Paying Agent is not the Fiscal Agent) among the relevant Paying Agents as required by this Agreement or the relevant Conditions forms of voting certificates and block voting instructions, together with instructions as to how to complete, deal with and record the issue of such forms. With reference to the Italian Dematerialised Securities, the Italian Paying Agent shall, at the request of the holder of any Security held in Monte Titoli, issue block voting instructions in a form and manner which comply with the provisions of Schedule 1 (Provisions for Meetings of holders of Securities issued by Mediobanca, Mediobanca International or Mediobanca InternationalMBFL). The Italian Paying Agent shall keep a full record of block voting instructions issued by it and will give to the relevant Issuer or, as the case may be, the Guarantor (where applicable) not less than twenty-four hours before the time appointed for any meeting or adjourned meeting full particulars of all block voting instructions issued by it in respect of such meeting or adjourned meeting.

Voting Certificates and Block Voting Instructions. With reference to the Securities, except for the Italian Dematerialised Securities, each Paying Agent shall, at the request of the holder of any Security held in a Clearing System, issue voting certificates and block voting instructions in a form and manner which comply with the provisions of Schedule 1 (Provisions for Meetings of holders of Securities issued by Mediobanca, Mediobanca International or Mediobanca InternationalMBFL) (except that it shall not be required to issue the same less than forty- forty-eight hours before the time fixed for any Meeting therein provided for) and shall perform and comply with the provisions of Schedule 1 (Provisions for Meetings of holders of Securities issued by Mediobanca, Mediobanca International or Mediobanca InternationalMBFL). Each Paying Agent shall keep a full record of voting certificates and block voting instructions issued by it and will give to the relevant Issuer or, as the case may be, the Guarantor (where applicable) not less than twenty-twenty- four hours before the time appointed for any Meeting or adjourned Meeting full particulars of all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned Meeting. The Issuer shall provide the Fiscal Agent in a sufficient quantity for distribution (where the Paying Agent is not the Fiscal Agent) among the relevant Paying Agents as required by this Agreement or the relevant Conditions forms of voting certificates and block voting instructions, together with instructions as to how to complete, deal with and record the issue of such forms. With reference to the Italian Dematerialised Securities, the Italian Paying Agent shall, at the request of the holder of any Security held in Monte Titoli, issue block voting instructions in a form and manner which comply with the provisions of Schedule 1 (Provisions for Meetings of holders of Securities issued by Mediobanca, Mediobanca International or Mediobanca InternationalMBFL). The Italian Paying Agent shall keep a full record of block voting instructions issued by it and will give to the relevant Issuer or, as the case may be, the Guarantor (where applicable) not less than twenty-four hours before the time appointed for any meeting or adjourned meeting full particulars of all block voting instructions issued by it in respect of such meeting or adjourned meeting.

Voting Certificates and Block Voting Instructions. With reference to the SecuritiesNotes, except for the Italian Dematerialised SecuritiesNotes, each Paying Agent shall, at the request of the holder of any Security Note held in a Clearing System, issue voting certificates and block voting instructions in a form and manner which comply with the provisions of Schedule 1 (Provisions for Meetings of holders of Securities Notes issued by Mediobanca, Mediobanca International or Mediobanca InternationalMBFL) (except that it shall not be required to issue the same less than forty- forty-eight hours before the time fixed for any Meeting therein provided for) and shall perform and comply with the provisions of Schedule 1 (Provisions for Meetings of holders of Securities Notes issued by Mediobanca, Mediobanca International or Mediobanca InternationalMBFL). Each Paying Agent shall keep a full record of voting certificates and block voting instructions issued by it and will give to the relevant Issuer or, as the case may be, the Guarantor (where applicable) not less than twenty-four hours before the time appointed for any Meeting or adjourned Meeting full particulars of all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned Meeting. The Issuer shall provide the Fiscal Agent in a sufficient quantity for distribution (where the Paying Agent is not the Fiscal Agent) among the relevant Paying Agents as required by this Agreement or the relevant Conditions forms of voting certificates and block voting instructions, together with instructions as to how to complete, deal with and record the issue of such forms. With reference to the Italian Dematerialised SecuritiesNotes, the Italian Paying Agent shall, at the request of the holder of any Security Note held in Monte Titoli, issue block voting instructions in a form and manner which comply with the provisions of Schedule 1 (Provisions for Meetings of holders of Securities Notes issued by Mediobanca, Mediobanca International or Mediobanca InternationalMBFL). The Italian Paying Agent shall keep a full record of block voting instructions issued by it and will give to the relevant Issuer or, as the case may be, the Guarantor (where applicable) not less than twenty-four hours before the time appointed for any meeting or adjourned meeting full particulars of all block voting instructions issued by it in respect of such meeting or adjourned meeting.