EUR 487.18 For Business Accounts Only

Proxy Report - EGM - 6th of September 2016

​The EGM is called to approve the merger by incorporation of Exor SpA into its wholly-owned

Dutch subsidiary Exor Holding NV. Through the transaction, Exor will change its

country of incorporation from Italy to the Netherlands. The transaction is aimed at

simplifying the Group's structure, as 85% of Exor's investments are, or are indirectly

owned through, Dutch companies (i.e., Fiat Chrysler Automobiles, Ferrrari, CNH

Industrial and the global insurer PartnerRe Ltd, which is 100% held through Exor NV).

Similarly to its listed subsidiaries, Exor will adopt a multiple-voting structure, granting 5

votes per common share held for an uninterrupted period of 5 years and 10 votes per

common share uninterruptedly held for 10 years. To be eligible to receive the additional

voting rights, shareholders shall request the registration of their common shares (in

whole or in part) into a Loyalty Register. However, unlike CNH Industrial and FCA, there

will not be an initial allocation of multiple-voting rights on the completion of the

transaction (CNH and FCA shareholders that voted at the EGM called to approve the

merger with the Dutch company were entitled to receive double voting rights even if they

had not held the shares for at least 3 years). Therefore, there will be no changes in

Exor's voting structure for the 5 years after the merger, but it is highly likely that Exor's

controlling shareholder Giovanni Agnelli & C (currently controlling 53.0% of Exor) will

hold a large majority of multiple-voting shares in the long term (as it happened in FCA

and CNH, where Exor holds approximately 92% and 88% of multiple-voting shares).

Although we recognise the benefits of the transaction, through a necessary simplification

of Exor Group's structure, and we welcome that unlike FCA and CNH no multiple-voting

rights will be assigned on the completion date of the transaction, we strongly oppose any

deviation from the "one share one vote" principle, which may significantly affect the

basic principle of the equality of treatment of shareholders in the long term. Whilst Exor's

voting structure will not change in the next 5 years, the controlling shareholder Giovanni

Agnelli & C will have the power to sell a significant percentage of ordinary shares after

the issue of multiple-voting shares, without losing the control of General Meetings. As in

our opinion the long-term risks arising from the multiple-voting structure overcome the

benefits deriving from the simplification of Exor Group, we recommend opposition.



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