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Expert Corporate Governance Service (ECGS)
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Anima Holding - AGM 31 March 2021

In item 2.i, shareholders are called to a binding vote on the remuneration policy. All the performance criteria used to calculate variable remuneration are disclosed and long-term targets are quantified, but we regret that the criteria used to calculate the annual bonus are too generically disclosed. Furthermore, in our opinion the discretionary power of the Board to define the final bonus is excessive (40% of the bonus depends on qualitative assessments, plus the power to increase/decrease the final payment by 50% of the fixed remuneration). In addition, the CEO's variable remuneration is capped at 14.7 times his base salary, significantly above our voting policy limit of 450% (when the base salary is below the median of European peers, which is the case of Anima) and the annual bonus is capped at 180% of the fixed remuneration, above our voting policy limit of 150%. Therefore, we recommend shareholders to OPPOSE.


In item 2.ii, we also recommend shareholders to OPPOSE the compensation paid in 2020 (advisory vote), because the Company has not provided for a clear disclosure of each quantitative KPI used to calculate the annual bonus or the level of achievement of targets. Furthermore, in our opinion the Board has excessive discretionary powers to define the final bonus (we note that quantitative targets were not met in both 2019 and 2020, but the all the qualitative targets were considered as met and the multiplying factor was applied).

Due to our concerns over the amount of the CEO's incentive, which is capped at 12.9 times his fixed remuneration for the 2021-2023 cycle, we recommend shareholders to OPPOSE the Performance Shares Plain in item 3, as well as the authorization to increase the share capital to service the Plan in item 1 of the Extraordinary Agenda.

Underlying
Anima Holding

Anima Holding is a holding company. Through it's wholly-owned subsidaries, Co. is engaged in the provision of asset management services in Italy through a network of distributors under more than 130 commercial agreements. Co. is active in the formation, development, promotion and management of financial products under the Anima brand, as well as the provision of individual portfolio management services to retail and institutional customers. Co. outsources a number of services to contractors. These include a number of back-office activities for collective investment undertakings (CIUs), including the pension fund, and the main individual portfolio management positions.

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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