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Expert Corporate Governance Service (ECGS)
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Amplifon April 17th, 2019

In item 2, the AGM is called to appoint the members of the Board of Directors on slates of nominees submitted by shareholders holding, even jointly, at least 1.0% of Amplifon's share capital. Two slates have been submitted, by the controlling shareholder Ampliter (61.8% of votes with 44.9% of shares) and a group of institutional investors. We have serious concerns over the Company's corporate governance, as it does not respect the "one share rone vote" principle: all shareholders that have registered their shares for more than 2 years are entitled to receive an additional voting right. Also taking into account the independence, professional background and time commitments of the nominees, we recommend that shareholders support the slate submitted by the group of institutional investors (sub-item 2.2).

In item 4, the Board proposes to approve a performance share plan for the 2019-2025 period. The maximum incentive is reasonable (capped at 225% of the CEO's fixed remuneration), but we strongly regret that employees of an undisclosed subsidiary will be entitled to an "Extraordinary Award", which would not depend on any performance conditions (awarded for "retention and extraordinary recognition"). Therefore, we recommend opposition.

In item 5, shareholders are called to an advisory vote on the remuneration policy. We strongly regret that the Board increased the CEO's base salary in the last 2 years without providing for any justifications (+5.8% in 2018 and +51.6% in 2017), and we have serious concerns over the possibility to grant performance shares not depending on any performance conditions. Furthermore, the Board has announced its intention to introduce severance payments in the CEO's contract, but the terms of the clause are not disclosed. Therefore, we recommend opposition.

Underlying
Amplifon

Amplifon is multinational company engaged in the ddistribution, fitting, adaptation and personalization of hearing systems (hearing aids) designed to meet the needs of those suffering from hearing disabilities. Co. is also engaged in the sale of accessories such as batteries, consumables and spare parts, as well as in the distribution of biomedical devices. Co. is active in 20 different countries: Italy, France, Germany, Switzerland, The Netherlands, Belgium, Luxembourg, the U.K., Ireland, Spain, Portugal, Hungary, Turkey, the U.S., Canada, Australia, New Zealand, India, Egypt, and in Poland.

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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