EUR 1000.00 For Business Accounts Only

3i - AGM 25 June 2020

Items 2 and 3: Remuneration report and policy
The 2019/20 variable remuneration was 497% of base salary, above our limit of 300%.
Unlike other investment companies, the executive directors do not participate in any co-
investment and carried interest plans. Considering the low base salary, which was at
the bottom end of the FTSE 100, and the nature of the company's investment business
we consider a higher limit. We prefer to express our concerns about the excessive
variable opportunity in Item 3 relating to the remuneration policy.
The remuneration policy raises one major concern: the executive remuneration is
excessively weighted over performance pay, which is typical for an investment
company. The executive remuneration at 3i is simple and executive directors do not
participate in any co-investment and carried interest plans. Nevertheless, this high level
of incentive may present a risk if the base salary becomes high.
Item 4: Dividend distribution
Despite a dramatic fall in returns from its private equity business, 3i group stuck to
distribute a 2020 dividend. The proposed dividend raises concerns: it is not covered by
consolidated earnings and free cash flow. In light of Covid-19, we consider this as a
sufficient reason to reduce or cancel the dividend to support a stronger balance sheet in
terms of solvency and leverage.
Item 19: 3i Group Discretionary Share Plan
The plan does not respect our voting guidelines as it offers a particularly high individual
limit up to 800%. We also note that the company does not precise that 800% is a
common ceiling for both plans, which are approved in this Item.