In light of the uncertainties related to the COVID-19 pandemic, and the recommendations issued by Italian and European authorities, the Board of Directors resolved not to distribute dividends on 2019 results. The Board will consider proposing a dividend distribution by the end of this year, taking into account the evolution of the economic situation. In item 1, we recommend that shareholders approve the financial statements and the proposed allocation of net income (bundled resolutions).

In item 3.a, shareholders are called to a binding vote on the remuneration policy. We have serious concerns over the very high fixed remuneration of the CEO (€2.75 million from the Company and €3.71 million including the compensation from Unipol's subsidiary UnipolSai). Furthermore, we note that the 2019 bonus was equal to 117% of his fixed remuneration, above the 80% cap provided by the policy thanks to discretionary bonuses of €1 million. In addition, we strongly regret that the performance conditions used to calculate short-term incentives are not disclosed, and serious concerns may also arise over severance payments (capped at 5 years of total remuneration). Therefore, we recommend opposition.

In item 5 (Extraordinary Agenda), the Board proposes to amend the Bylaws by introducing the possibility to assign an additional voting right to shares that have been registered in a "Loyalty Register" kept by the Company for at least 24 months. In our opinion, the possibility to increase the voting rights of registered shareholders is a clear breach of the basic principle of equality of shareholder, and it will only benefit controlling and major shareholders, who will be able to keep the control of the Company even reducing their equity investment. Therefore, we recommend opposition.