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Expert Corporate Governance Service (ECGS)
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SOL - AGM 10 May 2019

In item 3, shareholders are called to an advisory vote on the remuneration policy for executive Directors and other executives with strategic responsibilities. The overall remuneration amounts are reasonable, and the policy adopted for executive Directors is consistent with the size and ownership structure of the Company: as the executive Directors are also the controlling shareholders, their interests are considered as already aligned with those of all other shareholders and they do not receive any variable remuneration components. Also taking into account that executive Directors are not entitled to any severance payments, we recommend approval.

In item 4, the AGM is called to appoint the members of the Board of Directors, for a 3-year term, on slates of nominees submitted by shareholders holding, even jointly, at least 1.0% of the share capital. We have concerns over the combined position of Chairman-CEO and the lack of independence in the slate submitted by the controlling families Fumagalli and Annoni (sub-item 4.1), which includes 6 shareholder representatives out of 10 nominee Directors. Therefore, we recommend that shareholders support the slate of the institutional investors in sub-item 4.2, which comprises only 1 nominee Director who is independent from the Company and its controlling shareholders.

Underlying
Sol
Sol

Sol is engaged in production, applied research and distribution activities pertaining to industrial, pure and medicinal gases, in door-to-door medical care, as well as in the sector for related medical equipment in Italy, active in eight other Western European countries, in nine Central-Eastern European countries an in India. Co.'s products and services of companies are used in the chemical, electronics, iron and steel, engineering and foodstuff industries, as well as in sectors such as environmental protection, research and health.

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Proxinvest
Proxinvest

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