In item 2.2, the AGM is called to appoint the members of the Board of Directors on slates of nominees submitted by shareholders. Two slates of nominees have been submitted, respectively by the controlling shareholders Marco Polo International and Camfin (holding 56% through a shareholders' agreement) and a group of institutional investors (1%).

One of the institutional investors that submitted the slate of nominees is Generali Italia SpA. The ECGS partners Proxinvest and Frontis Governance provide voting advice to Generali Investments, which is part of Generali Group. It is important to note that these partners do not provide consulting services to Generali Group. 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 2.2.2), because all nominees in the slate are independent from the Company and its shareholders.

In item 2.3, the controlling shareholders propose to re-appoint Mr. Ning Gaoning as non-executive Chairman. We have serious concerns over the lack of commitment of Mr. Ning, because he did not attend any Board meetings held in 2018 and 2019. Due to the absence of the Chairman, the Board meetings are chaired by the Vice Chairman, who is also the CEO of the Company. Therefore, we recommend shareholders to OPPOSE.

In item 3.1, shareholders are called to a binding vote on the remuneration policy. The quality of disclosure is very high, but we have serious concerns over the fixed remuneration of the CEO (€2'560'000), which is significantly above the median at European sector and Italian peers. Furthermore, aggregate variable remuneration may amount to maximum 866% of his base salary, and incentives depending on short-term results are capped at 266%, substantially above our voting policy limits of 300% of the base salary on total variable remuneration and 150% for the annual bonus. Therefore, we recommend shareholders to OPPOSE.