In item 3, the AGM is called to appoint the Board of Statutory Auditors, on slates of nominees submitted by shareholders holding, even jointly, at least 1.0% of the share capital. In sub-item 3.2, a group of institutional investors (Anima, Amundi, Fidelity and Fideruam) proposes to reappoint Mr. Andrea Balelli as Chairman of the Board of Statutory Auditors. Mr. Balelli is independent from the Company and its shareholders, and we have not identified any specific concerns over his re-appointment. Therefore, we recommend that shareholders support the slate submitted by the institutional investors.

In item 6, it is proposed to authorize the Company to repurchase treasury shares representing up to 1.0% of the share capital, at a maximum price of no more than 20% higher than the average closing market prices on the 30 days preceding each transaction. The maximum amount of treasury shares is reasonable, but the maximum repurchase price exceeds the ECGS voting policy limit of 110% of the market price.

Therefore, we recommend opposition.

In item 7, shareholders are called to a binding vote on the remuneration policy. Overall remuneration amounts are reasonable, but we strongly regret that the Company does not disclose the maximum amount and performance conditions used to calculate the CEO's annual bonus. We also regret that 50% of the 2016-2020 incentive depends on qualitative assessments and long-term incentive schemes were changed in 2019, by eliminating performance shares and relative performance conditions. Therefore, we recommend opposition.

Due to the lack of disclosure of annual bonus' conditions, we also recommend shareholders to oppose the remuneration paid in 2019 (advisory vote in item 8).