The ECGS partners Proxinvest and Frontis Governance provide voting advice to Generali Investments. It is important to note that these partners do not provide consulting services to Generali Group.

In item 2, the Board of Directors proposes to distribute a dividend of €0.96 per share on 2019 results. Taking into account the recommendations issued by European and Italian supervisory authorities to temporarily suspend dividend distribution, on April 10 the Board of Directors resolved to split the payment of the dividend: €0.50 per share will be paid in May, while the second tranche of €0.46 per share will be paid by year-end subject to the verification of the effects of COVID-19 pandemic on the Company's financial stability as of September 30. In view of the financial and economic uncertainties generated by COVID-19, ECGS is in favour of postponing decisions on the dividend, reductions or suspensions that would allow companies to avoid liquidity risks or not generate risk for their survival. In fact, the claims Assicurazioni Generali may have to support as result of the pandemic remain unclear. Therefore, in our opinion it would be more appropriate for the Company to postpone any decisions on the dividend to a next General Meeting to be called after October 1, and we recommend opposition.

In item 5, shareholders are called to a binding vote on the remuneration policy. In our opinion, the overall remuneration policy is adequately structured to realize an alignment of interests in the long term, but we have concerns over the very high CEO's variable remuneration, which may amount up to 629% of his base salary on an average annual basis, substantially above our voting policy limit of 300%. Hence, we recommend opposition. For the same reasons, we also recommend that shareholders oppose the remuneration paid in 2019 (advisory vote in item 6), and the approval of a performance share plan dedicated to the CEO (items 10, 11 and 12).

On April 10, the CEO and other executives announced their decision to voluntarily reduce their fixed remuneration by 20% for the April-December 2020 period. Although we commend the executives' decision, it will not have effects on Generali Group's remuneration policy.