EUR 492.40 For Business Accounts Only

Etude de l'AG du 04/05/2017

In item 2, shareholders are called to an advisory vote on the remuneration policy. We have serious concerns over the possibility to pay "welcome bonuses" (€ 2.2 million paid to the new CEO in 2016), which are not linked to predefined performance conditions, and the egregious variable remuneration of the CEO Mr. Cattaneo, which is capped at approximately 864% of his base salary on an annual average basis (150% the annual cash bonus and 714% the "Special Award"). Furthermore, the variable remuneration exclusively depends on annual results: up to a maximum incentive of € 10 million may be granted each year, and paid at the end of a 4-year period, subject to the level of achievement of annual targets. In 2016, an incentive of € 9'344'842 accrued, of which € 1'868'968 will be paid in cash and € 7'475'873 in shares in 2020, not depending on additional performance conditions in the long term. Furthermore, we strongly regret that 50% of both the annual bonus and the "Special Award" depends on annual EBITDA, so that the CEO is rewarded twice for achieving the same target. Accordingly, we recommend opposition.

In item 6, the AGM is called to appoint the Board of Directors on slates of nominees submitted by shareholders holding, even jointly, at least 0.5% of the share capital. Two slates of nominees have been submitted, respectively by Vivendi SA (23.9% of the share capital) and a group of institutional investors (1.9%). 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 that shareholders support the slate submitted by the group of institutional investors (sub-item 6.2), taking into account the professional backgrounds and aggregate time commitments of the nominees, who are all strictly independent of the Company and its major shareholder.