EUR 508.94 For Business Accounts Only

Etude de l'AG du 04/12/2017

In items 1.a.2 and 1.b.2 of the AGM, the General Meeting is called to respectively appoint a standing and an alternate member of the Board of Statutory Auditors, on proposals submitted by shareholders. One of the shareholders that submitted the proposals 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. Taking into account the professional background and the independence of both candidates, we recommend approval.
In item 1 of the EGM, the Board proposes to partially amend the election mechanism for the appointment of Directors, allowing the outgoing Board to submit its own slate of nominees and increasing the number of Directors to be appointed from the second most voted slate ("minority list"). In our opinion, the "slate of nominees" voting mechanism does no longer reflect the ownership structure of large Italian companies, and the legislation should move towards the individual appointment of Directors. However, as long as the "slate of nominees" mechanism is compulsory, we consider it a best practice to allow the outgoing Board to submit its own list of candidates, especially in companies with a highly dispersed ownership, as it may prevent an overrepresentation of the major shareholders. Therefore, we recommend approval
In item 3, it is proposed to approve the mandatory conversion of all saving shares into ordinary shares. Each holder of saving shares will receive 3.82 ordinary shares plus a cash payment of € 27.25 per saving share held, corresponding to a premium of 48% to the 6-month average closing price ending September 21st (date of the announcement of the proposal). The implicit premium significantly exceeds the average of 26.2% applied in similar conversions completed in the last 5 years. However, the conversion of all saving shares will restore the principle of equality of shareholders and the Bank will have more flexibility in the definition of future dividends, which will not be subject to the privileged distribution of dividends to saving shareholders. Also taking into account the very low total cash payment (€ 6.9 million) and the reasonable dilutive effects on ordinary shareholders' voting rights (0.04%), we recommend approval.