In item 7, the Board of Directors asks for the authority to purchase treasury shares for a maximum market value of €5 million, at a maximum price of no more than 15% higher than the reference price recorded in the stock market session prior to each transaction. The maximum number of shares to be repurchased is reasonable, but the maximum repurchase price exceeds the ECGS' voting policy limit of 110% of the share price. Therefore, we recommend opposition.

In item 8, the AGM is called to appoint the members of the Board of Directors for the 2020-2022 period, on slates of nominees submitted by shareholders holding, even jointly, at least 1% of the share capital. Three slates of nominees were submitted by: the Board of Directors (sub-item 8.1), a group of institutional investors (sub-item 8.2) and a group of employee shareholders (sub-item 8.3).

One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. Voting advice is provided primarily as a source of information at general meetings.

Taking into account the overall composition of the Board after the AGM, with particular regards to the independence and the balance of skills in each slate, we recommend that shareholders support the slate submitted by the Board of Directors in sub-item 8.1, which includes 67% of independent nominees. We also appreciate that the process for the selection of candidates was made publicly available by the Board before the Meeting.