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Expert Corporate Governance Service (ECGS)
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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.

Underlying
Unicredit

Unicredit is a pan-European commercial banking group based in Italy. Co. is engaged in the provision of in-branch and online corporate and investment banking services, providing customers with access to banks in 14 core markets as well as to an another 18 countries worldwide. Co.'s operations are organized along six business lines: Commercial Banking Italy; CEE Division; CIB; Commercial Banking Germany; Commercial Banking Austria; and Asset Gathering. Co.'s European banking network includes Italy, Germany, Austria, Bosnia and Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Romania, Russia, Slovakia, Slovenia, Serbia and Turkey.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

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