In item 3, the Board of Directors asks for the authorization to purchase up to 7 million treasury shares (3.4% of the share capital), at a maximum price of €20.0 per share. While ECGS acknowledges that the Company is currently well capitalized, it considers that the potential impact of the Covid-19 induced crisis is not yet known. Therefore, we consider that it is not appropriate to seek approval for a new buyback programme. Therefore, we recommend shareholders to oppose.

In item 11, shareholders are called to a binding vote on the remuneration policy. The main change respect to the policy approved last year is the introduction of a long-term cash incentive. We strongly regret that the performance conditions used to calculate the annual bonus are not adequately disclosed. However, the remuneration amounts are very low (the CEO's base salary is 29% of the median of Italian large companies and 31% of European peers, and total variable remuneration is capped at 110% of the base salary). Also considering that the introduction of the 2020-2022 incentive plan will improve the alignment of interests between executives and shareholders in the long term, we recommend approval. (the CEO's base salary is 29% of the median of Italian large companies and 31% of European peers, and total variable remuneration is capped at 110% of the base salary). Also considering that the introduction of the 2020-2022 incentive plan will improve the alignment of interests between executives and shareholders in the long term, we recommend approval.

However, due to the lack of disclosure of performance conditions, we recommend shareholders to oppose the remuneration paid in 2019 (advisory vote in item 12).