In light of the uncertainties related to COVID-19 pandemic, and the recommendations issued by the European Central Bank, the Board of Directors resolved not to distribute dividends on 2019 results. The Board will consider proposing a dividend distribution by the end of this year, taking into account the evolution of the economic situation. In item 2, we recommend that shareholders approve the proposed allocation of net income.

In item 4.c, shareholders are called to appoint the members of the Board of Directors on slates of nominees submitted by the outgoing Board and/or shareholders holding, even jointly, at least 1.0% of the share capital. Taking into account the overall composition of the Board after the AGM, we recommend that shareholders support the slate submitted by the Board of Directors in sub-item 4.c.1, which includes 91% of independent nominees (including the non-executive Chairman, who will lose the independent status after the appointment). We also appreciate that the process for the selection of candidates was made publicly available by the Board before the Meeting.

In item 8, shareholders are called to a binding vote on the remuneration policy. The quality of disclosure is very good, as all performance conditions are disclosed and long-term targets are quantified. We regret that no relative performance conditions are used to calculate the executives' variable remuneration, but the amounts are reasonable (the CEO's fixed remuneration is equal to 65% of the median of European banks and 70% of large Italian companies) and, in our opinion, variable remuneration schemes are adequately structured to effectively align the interests of executives with the creation of sustainable value in the long term. Therefore, we recommend approval.