In item 2, the Board proposes to distribute a total dividend of € 0.463 per share on 2019 results. Total dividend distribution will amount to 44.9% of consolidated net income and 47.7% of free cash flow. In view of the recent events relating to 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. However, the proposed dividend is reasonable, and in our opinion the high diversification of Group's activities may mitigate the impact of the pandemic crisis (approximately 40% of Poste Italiane's revenues come from postal, e-payment and telecommunication services). Therefore, we recommend approval.

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% of the share capital. Two slates of nominees have been submitted, respectively by the Ministry of Economy (64.3% 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 it includes a higher percentage of independent nominees.

In item 6, the Ministry of Economy proposes to re-appoint Ms. Maria Bianca Farina as non-executive Chairwoman of the Board. Ms. Farina is a former CEO of Poste Italiane's insurance companies (2007-2017). Concerns may arise over the lack of independent representation on the Board (33% according to our guidelines), and the appointment as Board Chair of a former executive is not in accordance with ECGS guidelines. Accordingly, we recommend opposition.