A COMPANY LIMITED BY SHARES

PAID IN SHARE CAPITAL: EURO 407,760,832.50, RESERVES: EURO 4,295.8 MILLION REGISTERED OFFICE IN , AT PIAZZETTA ENRICO CUCCIA, 1 REGISTERED ON THE REGISTER OF COMPANIES IN MILAN TAX REFERENCE NO. AND VAT NO. 00714490158 REGISTERED ON THE REGISTER OF BANKS AND BANKING GROUPS, AS NO. 10624 PARENT COMPANY OF THE S.P.A. GROUP OF COMPANIES

REGISTRATION DOCUMENT

FOR THE YEAR ENDED 30 JUNE 2006

Prepared pursuant to CONSOB Resolution No. 11971 of 14 May 1999, and Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC

CONTENTS

SECTION PAGE

1. INFORMATION REGARDING THE PERSONS RESPONSIBLE FOR THIS REGISTRATION DOCUMENT ...... 1

1.1 Persons responsible...... 1

1.2 Declaration of responsibility...... 1

2. AUDITORS OF THE FINANCIAL STATEMENTS ...... 2

2.1 Audit firm and auditors responsible for auditing the financial statements...... 2

2.2 External supervisory bodies other than the audit firm...... 2

2.3 Information regarding resignations, dismissals or failures to renew the appointment of the audit firm or auditors responsible for auditing the financial statements ...... 2

3. RISK FACTORS...... 3

3.1 Risks relating to the Issuer and the MEDIOBANCA Group...... 3

3.2 Consolidated accounts and other financial information as at and for the year ended 30 June 2006 (the annual financial statements) ...... 4

4. INFORMATION REGARDING THE ISSUER ...... 6

4.1 History and development of the Issuer...... 6

4.1.1 Company name...... 6

4.1.2 Details of registration on the Register of Companies, and place of registration ...... 6

4.1.3 Issuer’s date of incorporation and duration ...... 6

4.1.4 Issuer’s registered office and legal form, legislation under which it operates, country of incorporation, address and telephone number of the registered office ...... 6

4.1.5 Any event in the Issuer’s recent history that is substantially material to an assessment of its solvency ...... 6

5. OVERVIEW OF THE BUSINESS ...... 7

5.1 Principal activities ...... 7

5.1.1 Activities of the Mediobanca Group...... 7

5.1.2 Brief description of the Issuer’s principal activities, with an indication of the principal categories of products sold and/or services provided...... 11

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5.1.3 Indication of new products and/or activities, where material ...... 12

5.1.4 Main markets...... 13

5.1.5 Basis of any statement by the Issuer in the registration document regarding its competitive position ...... 13

6. ORGANISATIONAL STRUCTURE...... 14

6.1 Description of the organisational structure of the group for which the Issuer is the parent ...... 14

6.2 Any person with control over the Issuer within the meaning of Article 93 of the Financial Act...... 14

7. INFORMATION ON EXPECTED TRENDS ...... 15

7.1 Statement as to expected trends ...... 15

7.2 Information regarding events that could significantly affect the Issuer's prospects...15

8. FORECASTS OR ESTIMATES OF PROFITS...... 16

9. BODIES RESPONSIBLE FOR THE ISSUER’S ADMINISTRATION, MANAGEMENT AND CONTROL ...... 17

9.1 Information regarding the Issuer’s corporate bodies...... 17

9.2 Conflicts of interest within bodies responsible for the Issuer’s administration, management and control ...... 18

10. PRINCIPAL SHAREHOLDERS...... 19

10.1 Information regarding shareholder structure ...... 19

10.2 Agreements the performance of which may result – after the date hereof – in a change of control...... 19

11. FINANCIAL INFORMATION REGARDING THE ASSETS, LIABILITIES, FINANCIAL POSITION, PROFITS AND LOSSES OF THE ISSUER ...... 20

11.1 Financial information regarding previous financial years...... 20

11.2 Financial statements...... 20

11.3 Auditing of the annual financial information for previous financial years ...... 20

11.3.1 Statement confirming that financial information for previous financial years has been audited ...... 20

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11.3.2 Any other information contained in the Registration Document that has been reviewed by the auditors...... 21

11.3.3 Financial information contained in the Registration Document not extracted from the Issuer’s audited financial statements ...... 21

11.4 Date of latest financial information...... 21

11.5 Infra-annual and other financial information...... 21

11.6 Legal and arbitration proceedings ...... 22

11.7 Significant changes in the Issuer’s financial position ...... 22

12. MATERIAL AGREEMENTS ...... 23

13. INFORMATION FROM THIRD-PARTY SOURCES, EXPERT OPINIONS, AND STATEMENTS OF INTEREST ...... 24

14. DOCUMENTS AVAILABLE TO THE PUBLIC...... 25

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1. INFORMATION REGARDING THE PERSONS RESPONSIBLE FOR THIS REGISTRATION DOCUMENT

1.1 Persons responsible

MEDIOBANCA – Banca di Credito Finanziario S.p.A., a company with registered office in Milan, at Piazzetta Enrico Cuccia 1, is responsible for the information supplied in this registration document.

1.2 Declaration of responsibility

This Registration Document conforms with the document that was lodged with CONSOB on 20 December 2006 following the approval provided under Note No. DEM/6098594 of 14 December 2006.

MEDIOBANCA – Banca di Credito Finanziario S.p.A confirms that, having applied all reasonable diligence relevant for such purposes, the information contained in the Registration Document, is, as far as it is aware, in accordance with the facts and does not present any omissions such as would affect its meaning.

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2. AUDITORS OF THE FINANCIAL STATEMENTS

2.1 Audit firm and auditors responsible for auditing the financial statements

Reconta Ernst & Young S.p.A., a company with registered office in Milan, at Via della Chiusa 2, has audited the financial statements of MEDIOBANCA and of the Group’s consolidated financial statements as at and for the year ended 30 June 2006.

The meeting of the shareholders of MEDIOBANCA held on 28 October 2006 resolved to extend the appointment of Reconta Ernst & Young S.p.A. to the auditing of MEDIOBANCA’s financial statements and the Group’s consolidated financial statements as at and for the years ending 30 June 2007, 2008 and 2009 and MEDIOBANCA’s non-consolidated interim financial statements and the Group’s consolidated interim financial statements as at and for the six- month periods ending 31 December 2006, 2007 and 2008.

2.2 External supervisory bodies other than the audit firm

There are no external supervisory bodies other than the audit firm.

2.3 Information regarding resignations, dismissals or failures to renew the appointment of the audit firm or auditors responsible for auditing the financial statements

No resignations, dismissals, or failures to renew the appointment of the audit firm have occurred in the relevant period.

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3. RISK FACTORS

MEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.P.A. ("MEDIOBANCA", THE "ISSUER" AND THE "COMPANY") BELIEVES THAT THE FOLLOWING FACTORS MAY AFFECT ITS ABILITY TO MEET ITS OBLIGATIONS TOWARDS INVESTORS IN FINANCIAL INSTRUMENTS IT ISSUES, OTHER THAN EQUITY INSTRUMENTS.

PROSPECTIVE INVESTORS SHOULD ALSO READ THE DETAILED INFORMATION SET OUT ELSEWHERE IN THIS REGISTRATION DOCUMENT AND IN THE INFORMATION DOCUMENT ON THE FINANCIAL INSTRUMENTS, IN ORDER THAT THEY MAY REACH THEIR OWN VIEWS PRIOR TO MAKING ANY INVESTMENT DECISION.

3.1 Risks relating to the Issuer and the MEDIOBANCA Group

(1) THE ISSUER’S OPERATING RESULTS MAY BE SUBSTANTIALLY AFFECTED BY THE PERFORMANCE OF FINANCIAL MARKETS, AND ECONOMIC AND OTHER FACTORS.

THE ISSUER’S EARNINGS AND BUSINESS HAVE BEEN AND MAY IN THE FUTURE MAY BE AFFECTED BY A NUMBER OF GENERAL FACTORS, INCLUDING: POLITICAL, ECONOMIC AND MARKET CONDITIONS; THE AVAILABILITY AND COST OF CAPITAL; THE LEVEL OF AND VOLATILITY IN THE PRICES OF EQUITY AND DEBT INSTRUMENTS, THE PRICES OF RAW MATERIALS AND INTEREST RATES; CURRENCY EXCHANGE RATES AND OTHER MARKET INDICES; CHANGES AND DEVELOPMENTS IN TECHNOLOGY; THE AVAILABILITY AND COST OF CREDIT; INFLATION; THE PERCEPTION AND LEVEL OF CONFIDENCE HELD BY INVESTORS IN THE FINANCIAL MARKETS.

THE ISSUER’S EARNINGS ARE AFFECTED ALSO BY THE FINANCIAL AND ECONOMIC SITUATION, AND ARE ALSO SUBJECT TO FLUCTUATION DUE TO A RANGE OF FACTORS THAT THE ISSUER IS NOT ABLE TO CONTROL OR FORESEE. THESE INCLUDE MAJOR VARIATIONS IN THE PERFORMANCE OF DEBT AND EQUITY MARKETS, BOTH IN AND INTERNATIONALLY, VOLATILITY IN OTHER FINANCIAL PRODUCTS AND THE LIQUIDITY OF DOMESTIC AND INTERNATIONAL MARKETS. FLUCTUATIONS MAY BE AFFECTED BY LEVELS OF MARKET ACTIVITY WORLDWIDE, THE EFFECTS OF WHICH MAY INCLUDE THE SIZE, NUMBER AND THE TIMING OF MANDATES AWARDED IN THE INVESTMENT BANKING SECTOR.

IN PERIODS IN WHICH MARKETS – OR ECONOMIC CIRCUMSTANCES – ARE UNFAVOURABLE, THE LEVEL OF PARTICIPATION BY PRIVATE INVESTORS IN THE DOMESTIC AND INTERNATIONAL MARKETS MAY SUFFER, WITH ADVERSE EFFECTS UPON THE ISSUER’S BUSINESS AND EARNINGS.

THE ISSUER FACES INTENSE COMPETITION, IN PARTICULAR IN THE ITALIAN MARKET, FROM OTHER BUSINESSES OPERATING IN THE FINANCIAL SERVICES SECTOR. ON THE DOMESTIC MARKET THIS IS A FIERCELY COMPETITIVE SECTOR, AND THE ONE IN WHICH THE ISSUER’S BUSINESS IS MOST HIGHLY CONCENTRATED. THE ISSUER IS ALSO IN COMPETITION WITH COMMERCIAL BANKS, INVESTMENT BANKS AND OTHER COMPANIES, BOTH DOMESTIC AND FOREIGN, WHICH OFFER FINANCIAL SERVICES IN ITALY, AND THIS COULD AFFECT ITS COMPETITIVENESS.

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3.2 Consolidated accounts and other financial information as at and for the year ended 30 June 2006 (the annual financial statements)

(Amounts in millions of Euros)

CONSOLIDATED BALANCE SHEET

1 JULY 20051 30 JUNE 2006 (in millions of Euros) Assets Net treasury funds employed...... 3,359.8 6,320.6 Financail assets available for sale ...... 7,037.2 5,502.7 of which: fixed income 4,445.0 2,833.9 equities 2,426.2 2,423.0 Financial assets held to maturity ...... 239.0 626.5 Loans and advances to customers ...... 18,171.7 21,388.1 Equity investments...... 2,137.6 2,354.9 Tangible and intangible assets ...... 310.6 305.7 Other assets ...... 524.5 510.2 of which: tax assets 133.3 321.5

Total assets...... 31,780.4 37.008.7

Liabilities Funding ...... 24,502.5 29,067.7 of which: securities in issue 15,173.6 21,118.0 Other liabilities ...... 854.9 915.3 of which: tax liabilities 468.8 645.6 Provisions for liabilities ...... 189.7 191.3 Net equity ...... 5,519.3 5,976.0 of which: share capital 397.5 406.0 reserves 5,042.5 5,480.8 minorities 79.3 89.2 Profit for the period ...... 714.01 858.4

Total liabilities ...... 31,780.4 37,008.7

1 Difference from profit including estimated impact of adopting IAS 39 (of Euro 632.4 million) taken to net equity reserves.

1 Prepared in accordance with the new accounting standards.

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PRINCIPAL CONSOLIDATED INDICATORS

Tier 1 capital ...... 5,135.4 5,743.7 Regulatory capital ...... 6,335.4 6,954.2 Tier 1 capital/risk-weighted assets ...... (Tier 1 capital ratio) 15.85% 14.24%

Regulatory capital/risk-weighted assets ...... (Total capital ratio) 19.56% 17.24% Gross non-performing/commitments ...... 0.74% 0.72% Net non-performing/commitments ...... 0.40% 0.38% Net anomalous items/commitments...... 0.48% 0.52%

CONSOLIDATED PROFIT AND LOSS ACCOUNT

Information as at 30 June 2005 includes the estimated impact of accounting standard IAS 39.

30 JUNE 2005 30 JUNE 2006 PRO FORMA (in millions of Euros) Interest income 480.2 593.0 Trading income 110.1 215.7 Net fee and commission income 241.1 302.7 Dividends on financial assets available for sale 40.2 65.0 Investments stated on net equity basis 285.0 335.3 Operating margin 1,156.6 1,511.7 Operating costs and expenses (357.0) (393.4) Profit from ordinary operations 799.6 1,118.3 Gain (loss) on financial asssets available for sale 40.7 87.8 Gain (loss) on disposal of other securities - 2.6 Bad debt write-offs (92.1) (119.4) Pre-tax profit 748.2 1,089.3 Income taxes (107.4) (221.5) Profit (loss) attributable to minorities (8.4) (9.4) Net profit 632.4 858.4

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4. INFORMATION REGARDING THE ISSUER

4.1 History and development of the Issuer

4.1.1 Company name

MEDIOBANCA – Banca di Credito Finanziario S.p.A. ("Mediobanca")

4.1.2 Details of registration on the Register of Companies, and place of registration

MEDIOBANCA is registered as No. 00714490158 on the Register of Companies in Milan.

4.1.3 Issuer’s date of incorporation and duration

MEDIOBANCA was incorporated on 10 April 1946, by notarial deed prepared by the notary Arturo Lovato, No. 3041/52378.

MEDIOBANCA’s duration is until 30 June 2050.

4.1.4 Issuer’s registered office and legal form, legislation under which it operates, country of incorporation, address and telephone number of the registered office

MEDIOBANCA is a company limited by shares under Italian law, incorporated in Italy with a registered office and administrative headquarters at Piazzetta Enrico Cuccia 1, 20121 Milan, Tel. No. +39 02 88291.

MEDIOBANCA operates under Italian law, and the courts with jurisdiction to hear disputes are those of Milan.

4.1.5 Any event in the Issuer’s recent history that is substantially material to an assessment of its solvency

The Issuer declares that since the date of its last published audited financial statements there has been no event regarding the Issuer that is substantially material to an assessment of its solvency.

Neither MEDIOBANCA nor any company of the Group have carried out transactions that have materially affected, or that may reasonably be foreseen materially to affect, the Issuer’s ability to meet its obligations towards the holders of debt securities.

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5. OVERVIEW OF THE BUSINESS

5.1 Principal activities

5.1.1 Activities of the Mediobanca Group

MEDIOBANCA is a financial services group active in corporate finance, investment banking and private banking, along with retail financial services and equity investments. MEDIOBANCA has a market capitalisation of over Euro 14 billion.

Consolidated financial information for the year ended 30 June 2006

(in millions of Wholesale Equity Retail Private Banking Consolidated Euros) Banking investments financial services Coverage and Assicurazioni Consumer Asset management corporate Generali credit finance Lending and RCS Mediagroup Mortgage Trustee structured lending finance Capital markets Leasing activities PROFIT AND LOSS ACCOUNT INTEREST 181 -7 398 22 593 INCOME 30% -1% 67% 4% OPERATING 682 304 441 116 1,512 MARGIN 44 % 20% 29% 7% PROFIT FROM 506 298 274 46 1,118 ORDINARY OPERATIONS 45% 26% 25% 4% NET PROFIT 467 269 79 44 858 55% 31% 9% 5%

Wholesale Banking

MEDIOBANCA aims to provide its corporate clients with the advisory and financing services they need to help them grow and develop.

The wholesale banking division is organized into three main areas:

Coverage and corporate finance

This team is responsible for maintaining close contact with clients, to meet their needs as they arise and deliver corporate finance services under mandate. The division is organized into different teams covering individual industries in order to provide greater focus.

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Corporate finance involves the following activities:

• defining strategic objectives: and identifying extraordinary financing transactions in order to help meet them;

• extraordinary financing: mergers and acquisitions, joint ventures and partnerships, disposals and spin-offs;

• liabilities restructuring: earnings/financial analysis of companies/groups undergoing restructuring; working-out of financial rebalancing scenarios; negotiating with key creditors;

• corporate restructuring: LBOs, MBOs, spin-offs and tax/inheritance-related issues;

• company valuations: on a stand-alone basis and for purposes of setting exchange ratios; and

• relations with authorities: assistance in handling relations with market and regulatory authorities, principally CONSOB and Borsa Italiana.

Lending & structured finance

This area is responsible for structuring lending transactions and for the related activity of buying and selling on the secondary markets.

The main products are:

• corporate lending: corporate loans, which are generally medium-to-long term, and are granted with a view to meeting MEDIOBANCA’s clients’ needs for financing in relation either to specific projects or to structural needs generated by growth. Loans may be disbursed to all kinds of corporate clients, whether industrial or service-oriented, Italian or non-Italian, large or midsize. Such loans generally do not have a pre-arranged structure, and there are no restrictions as to amount, with large facilities generally being syndicated to a select number of trusted banking counterparties or with the involvement of Italian and international banks; and

• structured finance: transactions involving a considerable degree of financial leverage and limited recourse to the originator. Such deals usually arise as a result of industrial or infrastructure capital spending requirements, or of the acquisition of listed or non-listed companies, including those launched with the backing of institutional investors. Such facilities are often structured in a complex fashion, including the terms and conditions of the relevant contracts and guarantees, in order to maintain the risk profile of the transaction within limits that are acceptable to the banking community. Due to their size, such loans are often syndicated.

Capital Markets

MEDIOBANCA is an active participant on both the primary and secondary markets for equity and fixed income securities, foreign exchange, and credit, interest rate and exchange rate derivatives.

In relation to the primary market, activity relates to the following operational areas:

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• equity capital markets: structuring and placing equity offerings including in the form of IPOs and share capital increase, and equity-linked products such as convertible bonds and warrants on behalf of clients;

• debt capital markets: structuring and placing debt securities such as bonds and/or asset-backed securities issued by corporate client or by financial institutions; and

• funding: structuring debt-based products (structured and unstructured) for MEDIOBANCA’s own funding purposes.

In relation to the secondary market, including all regulated markets (trading-floor and screen-based) and non-regulated markets (OTC) on which financial assets are traded subsequent to their issue, MEDIOBANCA is involved in the following activities:

• the holding of participations and shares available for sale, investing in the equity of large companies, which are generally leaders in their respective business sectors and listed on the Italian stock exchange or elsewhere. Mediobanca’s aim in undertaking such investments, which may also include being represented on the boards of the companies concerned, is to help increase the value of these companies over a medium term period. As at 30 June 2006, the main investments in Mediobanca’s equity portfolio were as follows:

Company Sector % of share capital value as at 30 Available for Sale June 2006 (euro reserve, total (euro millions) millions) Strategic/ long-term investments Telecom Italia Telecom 1.06 445.8 (76.6) Fiat Automotive 1.66 220.2 99.0 & C Tyres/cables/ TMT 4.38 157.3 (14.3) Italmobiliare Cement 5.47 142.8 108.2 Other companies listed in Italy Gemina Holding company 12.53 121.8 66.1 Mediolanum Asset Management 1.96 78.6 1.9 Finmeccanica Defence/ aerospace 0.97 71.7 10.3 Fondiaria-SAI Insurance 1.45 82.0 47.8 Unlisted companies Ferrari (1) Sports cars 19.19 437.6 Delmi Utilities 6.00 110.0 Cartiere Burgo Paper production 22.13 101.2 (1) Includes 1 per cent. of Ferrari's capital held by subsidiaries and 7.5 per cent. assigned against an exchangeable loan.

• own trading of equity and equity derivatives;

• trading and order collection of financial instruments on behalf of clients and carrying out of analysis/research; and

• ALM, treasury and own trading of fixed income and derivatives.

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Equity investment portfolio

MEDIOBANCA’s equity investment portfolio comprises shareholdings in Assicurazioni Generali and RCS Mediagroup, in view of the size of these investments and MEDIOBANCA’s role in the governance of these companies.

As at 30 June 2006, the value of these investments was as follows:

Company Sector % of share capital Book value as at 30 Stock market value as June 2006 (euro at 30 June 2006 (euro millions) millions) Strategic and long-term investments Assicurazioni Insurance 14.11(1) 1,888.5 5,110.9 Generali RCS Mediagroup Publishing/media 13.66 284.9 414.9 (1) Includes 1.32 per cent. of Assicurazioni Generali held by subsidiaries.

Retail financial services

MEDIOBANCA has a presence in the following sectors of the retail financial services industry through its subsidiaries: consumer credit and personal loans (Compass), leasing (SelmaBipiemme Leasing, Palladio Leasing and Teleleasing), mortgage lending (Micos Banca), credit management (Creditech), and factoring (Cofactor).

Consumer credit

Compass is one of the leading independent consumer credit operators in Italy, with a market share of approximately 6.1 per cent. The business of Compass is primarily vehicle credit, other consumer durables, personal loans and revolving credit cards.

Compass is present throughout Italy, with a network comprising 103 branches, with 21,000 merchant outlets. Finance disbursed in the year ending 30 June 2006 amounted to approximately Euro 2.3 billion.

As at 30 June 2006, the total number of loans outstanding was 1,050,219, worth an aggregate principal amount of approximately Euro 2.9 billion. As at 30 June 2006, Compass had 569 employees.

Mortgage financing

Micos Banca specialises in disbursing mortgage finance to households to acquire residential properties. Micos Banca offers a wide range of financing solutions for both first time buyers and purchasers of holiday homes.

In the year ended 30 June 2006, a total of 5,118 loans were granted totalling Euro 517.8 million. As at 30 June 2006, the number of mortgages outstanding amounted to approximately Euro 1.7 billion. As at the same date, Micos Banca employed 170 staff within its head office and 22 branches.

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Leasing

MEDIOBANCA controls 61.65 per cent. of the SelmaBipiemme Leasing group through its subsidiary, Compass, the remaining 38.35 per cent. being held by Banca Popolare di Milano. It has a presence in finance leasing via SelmaBipiemme, and the wholly-owned group subsidiary Palladio Leasing, whose operations are confined to the regions of north-eastern Italy; and also in operational leasing via Teleleasing, which is 80 per cent. owned by SelmaBipiemme and 20 per cent. owned by Telecom Italia.

The SelmaBipiemme Leasing group is among the ten leading players in this sector, with a market share of approximately 4.3 per cent.

The SelmaBipiemme group has also implemented commercial agreements with other banking networks, notably Banca Popolare di Milano and Banca Popolare di Vicenza, which number 620 and 301 branches respectively.

As at 30 June 2006, the net value of financing provided by the Group was approximately Euro 3.7 billion.

Also at 30 June 2006, the SelmaBipiemme group employs a total of 206 staff, with 118 at SelmaBipiemme, 60 at Palladio Leasing and 28 at Teleleasing; and ten branches (6 operating as SelmaBipiemme Leasing and 4 operating as Palladio Leasing).

Private Banking

Among the services MEDIOBANCA offers its clients is private banking, through the MEDIOBANCA Group subsidiaries, Banca Esperia and Compagnie Monégasque de Banque.

• Banca Esperia was set up in July 2000 as a joint venture between MEDIOBANCA and Mediolanum, with the aim of becoming the leading private bank in Italy for high net worth individuals. It offers portfolio management, advisory and financing services. Independence, focus on private banking, excellence and quality of service are the hallmarks of Banca Esperia, which currently has approximately Euro 8 billion in assets under management, and ten branches located in Bologna, Brescia, Florence, Genoa, Milan, Modena, Naples, Padua, Rome and Turin.

• Compagnie Monégasque de Banque is a wholly-owned subsidiary of Mediobanca. Compagnie Monégasque de Banque is the leading private bank in Monaco, with assets under management of over Euro 7 billion. Its location, in-depth knowledge of markets, and reputation for absolute discretion, combine to make it a key player in the private banking sector, offering its clients a whole suite of exclusive services ranging from finance to property investment.

5.1.2 Brief description of the Issuer’s principal activities, with an indication of the principal categories of products sold and/or services provided

MEDIOBANCA’s purpose is to raise funds and provide credit in any of the forms permitted, especially medium- and long-term credit to corporates.

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Within the limits laid down by current regulations, MEDIOBANCA may execute all banking, financial and intermediation-related operations and services and carry out any transaction deemed to be instrumental to or otherwise connected with the achievement of MEDIOBANCA’s purpose.

5.1.3 Indication of new products and/or activities, where material

The initiatives undertaken, together with favourable market conditions, have in the Industrial Plan’s2 first year allowed MEDIOBANCA to achieve results that exceeded forecasts, with a growth in revenues of 31 per cent., in operating margin of 40 per cent., and in net profit of 36 per cent., which are markedly greater than the average increases forecast for the three years of the Plan (of 13, 15 and 10 per cent., respectively). Net profit moreover reached the level that had been forecast for the third year of the Industrial Plan (of Euro 840 million).

Wholesale banking

Wholesale banking generated 45 per cent. of revenues and 54 per cent. of Group profits, recording a significant increase in revenues (up 52 per cent., from Euro 449.8 million to Euro 681.8 million), in operating margin (up 72 per cent., from Euro 294.5 million to Euro 505.8 million) and in net profits (up 77 per cent., reaching a record Euro 467.2 million).

Retail financial services

Retail financial services contributed 29 per cent. of revenues and 9 per cent. of profit for the Group, and showed particular growth, with revenues increased by 23 per cent. (from Euro 357.7 million to Euro 440.8 million), operating margin by 32 per cent. (from Euro 207.9 million to Euro 274.4 million) and net profit by 19 per cent. (from Euro 66.2 million to Euro 78.6 million).

Private Banking

Information on the statement of income relates to the whole of Compagnie Monégasque de Banque, and the Group’s 48.5 per cent. share in the profits of Banca Esperia, pro forma. Aggregate revenues from private banking increased by 14 per cent. from Euro 101.1 million to Euro 115.6 million, operating margin by 30 per cent. from Euro 35.5 million to Euro 46.2 million, and net profit by 26 per cent., from Euro 34.8 million to Euro 44 million. In the year ended 30 June 2006, Banca Esperia increased assets under management by 10 per cent. (from Euro 7.6 billion to Euro 8.4 billion), and Compagnie Monégasque de Banque by 1 per cent. (from Euro 7.0 billion to Euro 7.1 billion).

Considering the results from the different business divisions, the increase in consolidated profit was concentrated in banking, where it was up 61 per cent. from Euro 365.3 million to

2 The 2006-2008 Strategic Plan, unanimously approved on 12 September 2005 by MEDIOBANCA's Board of Directors (the Industrial Plan).

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Euro 589.6 million and accounted for 69 per cent. of the total, since the net contribution from the equity investment portfolio (in Assicurazioni Generali and RCS Mediagroup) was virtually unchanged, from Euro 267.1 million to Euro 268.8 million, taking account of increased taxes.

5.1.4 Main markets

For a description of the main markets in which the Group operates, please see section 5.1, above.

5.1.5 Basis of any statement by the Issuer in the registration document regarding its competitive position

The registration document contains no statement by the Issuer in regarding its competitive position.

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6. ORGANISATIONAL STRUCTURE

6.1 Description of the organisational structure of the group for which the Issuer is the parent

MEDIOBANCA banking group

The MEDIOBANCA Group is registered in the Italian Banking Group Register of the Bank of Italy.

The following chart illustrates MEDIOBANCA’s group structure at the date hereof.

Mediobanca

100% 100% 99% 100% Compass Compagnie Monégasque Mediobanca International Spafid de Banque(3) (Luxembourg)(2)

61.65% 100% 70% 100% SelmaBipiem me Micos Banca Prominvestment Prudentia Fiduciaria Leasing

80% 100% 100% 69% Teleleasing Cofactor Seteci Technostart

95% Palladio Lea sing(1) Creditech 100% Ricerche e Studi 100% 100% Sa de Finanziaria Intersomer

Member of the Mediobanca Banking Group

(1) Remaining stock held by the company as own shares.

(2) Remaining stock is held by Compass S.p.A.

(3) Compagnie Monegasque de Banque also controls: C.M.G Compagnie Monegasque de Gestion (99.70%), C.M.I. Compagnie Monegasque Immobiliere (99.94%), S.M.E.F. Soc. Monegasque des Brudes Financieres (99.90%), Monoeci (99%), all of which belong to the Group, as well as Monoikos 2000 (99.95%) and Moulins 700 (99.90%)

6.2 Any person with control over the Issuer within the meaning of Article 93 of the Financial Act

MEDIOBANCA is the parent company of the MEDIOBANCA Banking Group. No person has control over the Issuer within the meaning of Article 93 of the Financial Act.

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7. INFORMATION ON EXPECTED TRENDS

7.1 Statement as to expected trends

No adverse changes in Mediobanca’s or the Group’s financial position or prospects have taken place since the date of the last published audited financial statements (see 11.3.1 below).

7.2 Information regarding events that could significantly affect the Issuer's prospects

The Issuer confirms that as at the date hereof there is no information regarding trends, uncertainties, requests, obligations or events that could reasonably have a material effect on the Issuer's prospects, at least for the current financial year.

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8. FORECASTS OR ESTIMATES OF PROFITS The Registration Document contains no forecast or estimate of profits.

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9. BODIES RESPONSIBLE FOR THE ISSUER’S ADMINISTRATION, MANAGEMENT AND CONTROL

9.1 Information regarding the Issuer’s corporate bodies

Board of Directors

As at 10 November 2006 the Board of Directors was comprised as follows.

Office Name Place and date of birth Term expires Principal positions held by the Directors outside of Mediobanca Chairman Gabriele Rome, 11/01/1947 2009 Deputy Chairman Assicurazioni GALATERI di Generali GENOLA* Deputy Chairman RCS Mediagroup Deputy Chairman Cesare GERONZI* Marino, 15 /02/1935 2007 Chairman Capitalia Deputy Chairman Dieter RAMPL* Munich, 05 /09/1947 2009 Chairman UniCredito Italiano Director Matteo ARPE* Milan, 03/11/1964 2009 Managing Director Capitalia Director Jean AZEMA Pantin, 23/02/1953 2009 Chief Operating Officer Groupama Director Tarak BEN Tunis, 12/06/1949 2009 Chairman and Chief Operating AMMAR Officer Quinta Communications Director Gilberto Treviso, 19/06/1941 2008 Chairman Edizione Holding BENETTON Chairman Autogrill Deputy Chairman Telecom Italia Director Autostrade Director Antoine Paris, 04/09/1924 2008 Chairman Assicurazioni Generali BERNHEIM Deputy Chairman LVMH Deputy Chairman Bolloré Investissement Director Director Christian Dior Director Vincent Boulogne Billancourt, 2009 Chairman and Chief Operating BOLLORÉ* 01/04/1952 Officer Group Bolloré Director Carlo BUORA* Milan, 26/05/1946 2008 Managing Director Telecom Italia Director Giancarlo Casale Monferrato, 2008 Managing Director Officine CERUTTI 28/09/1950 Meccaniche Giovanni Cerutti Director Roberto Mantua, 16/08/1943 2007 Chairman Immsi COLANINNO Chairman Piaggio & C. Director Ennio DORIS Tombolo, 03/07/1940 2009 Managing Director Mediolanum Director Gianluigi Turin, 29/08/1924 2007 Chairman IFI GABETTI Chairman IFIL Investments Director Berardino Rome, 08/03/1934 2007 Chairman Banca di Roma LIBONATI Director Jonella LIGRESTI Milan, 23/03/1967 2007 Chair Fondiaria SAI Director Fabrizio Novi Ligure, 2008 Deputy Chairman UniCredito PALENZONA* 01/09/1953 Italiano Director Fondazione Cassa di Risparmio di Alessandria Director Carlo PESENTI Milan, 30/03/1963 2008 Director and Chief Operating Officer Italmobiliare Managing Director

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Director Alessandro Genoa, 17/02/1957 2008 Managing Director UniCredito PROFUMO Italiano Director Eric STRUTZ* Mainz, 13/12/1964 2008 Member of Supervisory Board Commerzbank International * Member of Executive Committee.

The address of all the Directors for all matters regarding their office is: Piazzetta E. Cuccia 1, Milan, Italy.

Statutory Audit Committee

The Statutory Audit Committee is made up as follows:

Office Name Place and date of birth Term expires Principal profession Chairman Angelo CASO’ Milan, 11/08/1940 2009 Auditor Standing auditor Eugenio PINTO Taranto, 20/09/1959 2009 Auditor Standing auditor Alessandro Vimercate, 09/06/1940 2009 Auditor TROTTER Alternate auditor Roberto BIANCO Turin, 21/11/1959 2009 Auditor Alternate auditor Guido CROCI Milan, 04/03/1959 2009 Auditor Alternate auditor Antonio IZZI Rome, 24/03/1936 2009 Auditor

The address of all the Statutory Auditors for all matters regarding their office is: Piazzetta E. Cuccia 1, Milan, Italy.

General Manager and senior executives

Alberto Nagel is the General Manager; Renato Pagliaro is the Co-General Manager; and Massimo Di Carlo and Francesco Saverio Vinci are the Deputy General Managers. Their address for all matters regarding their office is: Piazzetta E. Cuccia 1, Milan, Italy.

9.2 Conflicts of interest within bodies responsible for the Issuer’s administration, management and control

Except as stated in the aforementioned registration document, there are no material situations representing conflicts between the obligations of any Director or any Statutory Auditor towards MEDIOBANCA and their private interests or other duties.

Potential or existing conflicts of interests are managed in accordance with Article 2391 of the Italian Civil Code and Article 136 of the Consolidated Banking Law.

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10. PRINCIPAL SHAREHOLDERS

10.1 Information regarding shareholder structure

Persons who, based on the shareholders’ register and other available information, directly or indirectly hold financial instruments representing share capital with voting rights, in an amount of more than 2 per cent. of the share capital.

Shareholder % of share capital 1) CAPITALIA S.p.A. 9.603 2) UNICREDITO ITALIANO S.p.A 7.727 3) Vincent Bollorè 4.990 4) GROUPAMA Holding S.A. 4.868 5) Danilo Coppola * 4.570 6) PREMAFIN FINANZIARIA S.p.A. HOLDING DI PARTECIPAZIONI 4.062 7) EFIPARIND B.V. 2.684 8) Luigi Zunino ** 2.997 9) ASSICURAZIONI GENERALI S.p.A. 2.146 * Shareholder through the Group Coppola S.p.A. and Tikal Plaza S.A. ** Shareholder through Tradim S.p.A. and Domus Fin S.A.

MEDIOBANCA is the parent company of the MEDIOBANCA Banking Group. No person has control over MEDIOBANCA within the meaning of Article 93 of the Financial Act.

10.2 Agreements the performance of which may result – after the date hereof – in a change of control

As at the date of this Registration Document, MEDIOBANCA is not aware of any agreements that would seek to result in future changes to its control.

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11. FINANCIAL INFORMATION REGARDING THE ASSETS, LIABILITIES, FINANCIAL POSITION, PROFITS AND LOSSES OF THE ISSUER

11.1 Financial information regarding previous financial years

The Issuer has elected not to include selected non-consolidated data herein, in that it considers that such data does not provide any information additional to the Group’s consolidated data.

The consolidated financial statements as at and for the year ended 30 June 2006 represent the first set of annual financial statements that MEDIOBANCA has prepared in accordance with IAS-IFRS accounting standards, and such information is presented along financial statements that have been restated in accordance with IAS-IFRS accounting standards, as at and for the year ended 30 June 2005. The first-time adoption, and the differences between closing balances as at 30 June 2005 prepared in accordance with Italian GAAP and opening balances under IAS-IFRS accounting standards are described in an appendix to the financial statements, which include reconciliation tables and a commentary on the principal effects for individual items. MEDIOBANCA had already complied with IAS-IFRS accounting standards with the publication of its consolidated financial information as at and for the six months ended 31 December 2005.

Except as indicated otherwise, any reference in this Registration Document to annual financial statements as at and for the years ended 30 June 2005 and 2006 is to the consolidated annual financial statements as at and for the years ended 30 June 2005 and 2006, which have been reclassified by combining certain items and/or restating certain items published in the financial statements and MEDIOBANCA’s report on operations. Please see the Consolidated Balance Sheet (IAS/IFRS-compliant) on page 41 of MEDIOBANCA’s Annual Accounts and Report as at 30 June 2006, as well as the Consolidated Balance Sheet on page 49 and the Notes to the Consolidated Accounts on page 53.

11.2 Financial statements

The financial statements as at and for the year ended 30 June 2006, and the appendices thereto, including the auditors’ report, and MEDIOBANCA’s quarterly and interim accounts and reports are available to the public at the company’s registered office and published on the website www.mediobanca.it and shall be deemed incorporated by reference into this Registration Document, pursuant to Article 11 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC (the "Prospectus Directive").

11.3 Auditing of the annual financial information for previous financial years

11.3.1 Statement confirming that financial information for previous financial years has been audited

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The meeting of the shareholders of MEDIOBANCA held on 28 October 2006 resolved to extend the appointment of Reconta Ernst & Young S.p.A. for the auditing of MEDIOBANCA’s financial statements and the Group’s consolidated financial statements as at and for the years ending 30 June 2007, 2008 and 2009 and the reviewing of MEDIOBANCA’s interim financial statements and the Group’s consolidated interim financial statements as at and for the periods ending 31 December 2006, 2007 and 2008.

It is confirmed that:

- Reconta Ernest & Young S.p.A., based in Milan, which had been appointed to audit MEDIOBANCA’s non-consolidated financial statements and the Group’s consolidated financial statements, has issued the reports thereon without qualifications for the years ended 30 June 2005 and 2006;

- Reconta Ernest & Young S.p.A., based in Milan, the audit firm appointed to audit MEDIOBANCA’s non-consolidated financial statements and the Group’s consolidated financial statements for each of the three financial years ended 30 June 2006, and MEDIOBANCA’s interim financial statements and the Group’s interim financial statements for each of the three six-month periods ended 31 December 2003, 2004 and 2005, has issued the reports thereon without qualifications; and

- Such reports are incorporated by reference herein (please see section 14) and in relation to the year ended 30 June 2006 are included in the financial statements as at and for the year ended 30 June 2006 on page 45.

11.3.2 Any other information contained in the Registration Document that has been reviewed by the auditors

No information reported in this Registration Document has been subject to review by the auditors with the exception of the non-consolidated and consolidated financial information.

11.3.3 Financial information contained in the Registration Document not extracted from the Issuer’s audited financial statements

The financial information contained in the Registration Document has been extracted from the Issuer’s audited and/or reviewed financial statements.

11.4 Date of latest financial information

The quarterly accounts and reports as at and for the three months ended 30 September 2006 contain the latest financial information to have been approved by the Board of Directors and made available to the public on the website www.mediobanca.it.

11.5 Infra-annual and other financial information

Beginning with the accounts and reports relating to the financial year 2001-2002, the annual, interim and quarterly accounts and reports of MEDIOBANCA and the Group may be consulted on Mediobanca’s website, which may be found at www.mediobanca.it. The website

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will be updated quarterly with further accounts and reports as are approved from time to time.

The latest available infra-annual accounts are the consolidated financial statements as at and for the three months ended 30 September 2006. Please see section 14, "Documents available to the Public".

11.6 Legal and arbitration proceedings

As at the date of this Registration Document, none of MEDIOBANCA or its consolidated subsidiaries is or has been involved in any governmental, legal, arbitration or administrative proceedings relating to claims or amounts which may have, or have had in the recent past, a material effect on the Group’s financial position or profitability and, so far as MEDIOBANCA is aware, no such litigation, arbitration or administrative proceedings are pending or threatened.

As at the date of this Registration Document, there are no legal or arbitration actions, suits or proceedings against or affecting MEDIOBANCA or any company of the Group which, if determined adversely to MEDIOBANCA or any company of the Group, may have, or have had during the 12 months prior to the date hereof, individually or in the aggregate, a material effect on the financial position of MEDIOBANCA, and to the best of the knowledge of MEDIOBANCA, no such litigation, arbitration or administrative proceedings are pending or threatened.

As described in the financial statements as at and for years ended on or after 30 June 2004, MEDIOBANCA has been served with eleven claims for damages for a total of Euro 155 million, jointly with other defendants, for an alleged failure to bring a tender offering for Fondiaria shares in 2002. Since June 2005 three first-instance judgments have found MEDIOBANCA jointly liable to pay compensation totalling approximately Euro 45 million, together with court interest thereon. Appeals against the judgments have been lodged with, or are being prepared for, the Courts of Milan. MEDIOBANCA’s capital endowment and the provision it had made as at 30 June 2005 against credit and other risks are adequate to meet the claims, including if they are determined adversely to MEDIOBANCA.

11.7 Significant changes in the Issuer’s financial position

The Issuer confirms that there have been no significant changes to its financial or commercial position since closure of the last published audited financial statements (please see section 11.3.1).

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12. MATERIAL AGREEMENTS

In the past two years neither MEDIOBANCA nor any of its subsidiaries have entered into agreements outside of their normal course of business that have substantially influenced, or that reasonably would be expected substantially to influence, the Issuer’s ability to meet its obligations towards the holders of debt securities.

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13. INFORMATION FROM THIRD-PARTY SOURCES, EXPERT OPINIONS, AND STATEMENTS OF INTEREST The Registration Document does not include or contain any opinions or reports attributable to any third parties.

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14. DOCUMENTS AVAILABLE TO THE PUBLIC

The following documents are available for consultation at MEDIOBANCA’s offices at Piazzetta E. Cuccia 1, Milan: the Issuer’s by-laws, copies of the financial statements as at and for the years ended 30 June 2003, 2004, 2005 and 2006, such documents being incorporated by reference, under Article 11 of Directive 2003/71/EC in this Registration Document, as well as a copy of this Registration Document.

Beginning with the accounts and reports relating to the financial year 2001-2002, the annual, interim and quarterly accounts and reports of MEDIOBANCA and the Group may be consulted on MEDIOBANCA’s website, which may be found at www.mediobanca.it. The website will be updated quarterly with further accounts and reports as are approved from time to time.

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