In item 2.a, shareholders are called to a binding vote on the remuneration policy. As Banca MPS is a financial entity that benefited from the support of the Italian State, it is subject to limits on individual remuneration packages based on the commitments assigned by the European Commission in 2017. We regret that the performance metrics that may be used to calculate individual variable remuneration are not disclosed, but this is justified by the fact that no variable remuneration schemes have been activated by the Bank in the last 5 years. Overall amounts are reasonable, and severance payments are in line with Italian guidelines. Hence, we recommend approval.

In item 7, the AGM is called to appoint the members of the Board of Directors on slates of nominees submitted by shareholders holding at least 1.0% of the share capital. Two slates of nominees have been submitted, respectively by the Ministry of Economy (68.2% of the share capital), and the institutional investors Eurizon Capital and Generali Group companies (2.4%).

The ECGS partners Proxinvest and Frontis Governance provide voting advice to Generali Investments, which is part of Generali Group. It is important to note that these partners do not provide consulting services to Generali Group. Voting advice is provided primarily as a source of information at general meetings.

We recommend shareholders to vote for the slate submitted by the institutional investors (sub-item 7.2), because all the nominees in the slate are independent from the Bank and its shareholders.

We strongly regret that the controlling shareholder did not make publicly available the proposals on the Board's size (item 5), the number and nominee Deputy Chairpersons (items 6 and 8.b), the remuneration of non-executive Directors (items 9 and 10) and the remuneration of the Board of Statutory Auditors (item 12). As minority shareholders will not have the time to duly analyse the proposals, recommend opposition.