In item 4.1, shareholders are called to a binding vote on the remuneration policy. Total variable remuneration is capped at 150% of the CEO's base salary, but the maximum bonus and long-term incentive are not disclosed. However, we note that 500'000 shares were awarded to the CEO under the Stock Grant Plan in 2019, corresponding to 26.5% of her base salary on the date of grant (€185'500), while the bonus at on-target performance was €100'000 (14.3%). The metrics used to calculate the annual bonus are not disclosed and the vesting of 50% of shares granted under the incentive scheme does not depend on any performance conditions (restricted shares). We also have serious concerns over the compensation due to the CEO (€1'850'000, equal to 2.6 times the base salary) when the sale of GEDI shares from CIR to Exor will be completed (within the end of April 2020, according to the sale agreement signed in December 2019). Therefore, we recommend opposition.

In item 4.2, shareholders are called to an advisory vote on the remuneration paid in 2019. The CEO received a cash bonus of €100'00, which, according to the Company, was equal to the on-target bonus. However, we strongly regret that the level of achievement of annual targets is not disclosed and we note that GEDI reported consolidated net losses in the last 3 years, an operating net loss in 2019 and net revenues decreased by 7.0%. Concerns may arise over not enough challenging targets used by the Company. Also considering our concerns over GEDI's remuneration policy, we recommend opposition.