In item 2.1, shareholders are called to a binding vote on the remuneration policy. All the terms and performance conditions are disclosed. We welcome the amendments made to the long-term incentive plan, through the introduction of a variety of financial and non-financial performance indicators, the elimination of the possibility of early vesting and the vesting of shares even in the event of a lack of performance. In our opinion, the overall structure of variable remuneration schemes is adequate to align the interests of executives with the creation of sustainable value in the long term. Therefore, we recommend approval. For the same reasons, we recommend shareholders to approve the 2020 Performance Shares Plan (item 4) and the authorization to increase the share capital to implement the Plan (item 6).

In item 3.1, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders. Two slates of nominees have been submitted: by Ruffini Partecipazioni (22.5%), and a group of institutional investors (2.0%).

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 have not identified any concerns over the appointment of all the nominees. Pursuant to Statutory Auditors' election mechanism, the Board Chair shall be appointed from the second most voted slate. Therefore, in order to allow the reappointment of Mr. Riccardo Losi as Chairman, proposed by the institutional investors, we recommend shareholders to support the slate of Ruffini Partecipazioni (sub-item 3.1.1), to increase the likelihood that the slate of the institutional investors will finish in second place.