The EGM is called to approve the merger by incorporation of Exor SpA into its wholly-owned
Dutch subsidiary Exor Holding NV. Through the transaction, Exor will change its
country of incorporation from Italy to the Netherlands. The transaction is aimed at
simplifying the Group's structure, as 85% of Exor's investments are, or are indirectly
owned through, Dutch companies (i.e., Fiat Chrysler Automobiles, Ferrrari, CNH
Industrial and the global insurer PartnerRe Ltd, which is 100% held through Exor NV).
Similarly to its listed subsidiaries, Exor will adopt a multiple-voting structure, granting 5
votes per common share held for an uninterrupted period of 5 years and 10 votes per
common share uninterruptedly held for 10 years. To be eligible to receive the additional
voting rights, shareholders shall request the registration of their common shares (in
whole or in part) into a Loyalty Register. However, unlike CNH Industrial and FCA, there
will not be an initial allocation of multiple-voting rights on the completion of the
transaction (CNH and FCA shareholders that voted at the EGM called to approve the
merger with the Dutch company were entitled to receive double voting rights even if they
had not held the shares for at least 3 years). Therefore, there will be no changes in
Exor's voting structure for the 5 years after the merger, but it is highly likely that Exor's
controlling shareholder Giovanni Agnelli & C (currently controlling 53.0% of Exor) will
hold a large majority of multiple-voting shares in the long term (as it happened in FCA
and CNH, where Exor holds approximately 92% and 88% of multiple-voting shares).
Although we recognise the benefits of the transaction, through a necessary simplification
of Exor Group's structure, and we welcome that unlike FCA and CNH no multiple-voting
rights will be assigned on the completion date of the transaction, we strongly oppose any
deviation from the "one share one vote" principle, which may significantly affect the
basic principle of the equality of treatment of shareholders in the long term. Whilst Exor's
voting structure will not change in the next 5 years, the controlling shareholder Giovanni
Agnelli & C will have the power to sell a significant percentage of ordinary shares after
the issue of multiple-voting shares, without losing the control of General Meetings. As in
our opinion the long-term risks arising from the multiple-voting structure overcome the
benefits deriving from the simplification of Exor Group, we recommend opposition.
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La tendance est toujours haussière, son niveau d'invalidation est sous 46,80 €. L'objectif est à 67,60 €.Arguments :- Les cours ont fait un pull-back sur le support (ancienne résistance), la hausse reprend.- La moyenne mobile sert de support.
The trend is still bullish, the invalidation level is below €46.80. The target is at €67.60.Arguments :- Prices have pulled back to the support level (previously a resistance). The rise is now resuming.- The moving average is supporting prices.
Item 3: Approve the Remuneration ReportThe remuneration structure is satisfactory, though accelerated vesting is possible. Potential and actual total variable remuneration exceed guidelines, but not very much. They are moderate in comparison with UK market practice. Overall, the quantum during the year was not excessive. We recommend shareholders vote in favor.
Item 3: Approve the Remuneration Report The structure is weighted more heavily towards short-term performance. One of the performance metrics for the LTI is the payment of sustainable dividends, which is not considered appropriate as executives can potentially influence the payout level. The LTI also includes relative TSR as a performance metric. Nevertheless, the quantum is not excessive and even maximum potential amounts are moderate. On balance, we recommend shareholders vote in favor. Item 4: Approve the Remuneration PolicyThe main concern with the Company's remuneration policy is that pa...
Item 2: Approve the Remuneration ReportThe remuneration structure is unsatisfactory. The main concern at the Company is that the potential maximum incentive pay including the bonus, matching shares on the deferred portion of the bonus and the LTI amounts to 1000% of base salary, which is considered grossly excessive. Actual incentive pay during the year was1.6 times the ECGS limit. Furthermore, variable remuneration is overly reliant on a single performance metric, benchmark profit before tax. A second performance criteria will be used in the coming year. We note that the Company has adjusted ...
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