Report
Expert Corporate Governance Service (ECGS)
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Amundi - AGM 16 May 2019

Disclaimer: ECGS does not provide any service to the Company, except assistance on
managing their voting guidelines (provided by Proxinvest, the French partner of ECGS).

ITEM 5: Although performance achieved in 2018 is good, amounts granted are
excessive (€3 M , i.e. 146% of the SBF80 CEOs’ total remuneration median and 112% of
the MSCI Europe‘s Financial services sector median). Moreover, the company’s
disclosure does not allow for a perfect understanding of amounts granted as it still does
not disclose individual achievement rates of each financial criterion. We announced at
the beginning of 2016 that we would not support any retrospective vote if the company
does not disclose individual achievement rates. Thus, we do not support item 5.

ITEM 6: The 2019 remuneration policy of the CEO comprises only one change that has
neither a positive nor a negative impact on the remuneration policy. Therefore, our voting
recommendation is based on the global remuneration policy (not on the change
proposed). This remuneration presents the same major weakness as criticized before: it
does not comprise any actual long-term based remuneration. Even if the company
indicates that “specific compensation structure under regulation CRD IV limiting the
weight of variable compensation and thereby preventing the Chief Executive Officer from
benefiting from the performance share plan (LTI) established for executive managers”,
we believe that a decrease of the annual bonus would allow for implementing a LTI plan
within the CRD IV limits as is the case with other financial institutions in Europe. Thus,
we do not support item 6.

Underlying
Amundi SA

Amundi is a holding company. Through its subsidiaries, Co. provides advisory and investment management services. Co. provides savings, financial instruments, equity trading, credit activities, and investment solutions for both private individuals and institutional and corporate clients worldwide.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Analysts
Expert Corporate Governance Service (ECGS)

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