In item 5, the AGM is called to appoint the members of the Board of Directors on slates of nominees submitted by shareholders holding at least 1.0% of the share capital. Two slates of nominees have been submitted, respectively by the Ministry of Economy (30.2% of the share capital) and a group of institutional investors (1.4%).

One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. Voting advice is provided primarily as a source of information at general meetings.

We recommend shareholders to vote for the slate submitted by the institutional investors (sub-item 5.2), because all nominees in the slate are independent from the Company and its shareholders.

In item 7, the AGM is called to approve the non-executive Directors' fees, on proposals submitted by shareholders. The current level of non-executive fees is not excessive, but no proposals were submitted by the major shareholder at the time of release of this analysis (April 24). As minority shareholders will not have the time to duly analyse the proposal, we recommend opposition.

In item 8, shareholders are called to a binding vote on the remuneration policy. Overall remuneration amounts are reasonable (aggregate variable remuneration is capped at 128% of the CEO's base salary), and severance payments are in accordance with Italian guidelines (capped at 2 years of remuneration). We regret that the variable remuneration depends more on annual than long-term results (the annual bonus would represent approximately 52% of the variable remuneration at maximum levels of performance). However, it should be considered that 30% of the annual bonus depends on the implementation of long-term Strategic Plans. Therefore, we recommend approval.