Appointment of Directors

The Board of Directors is composed of no less than seven and no more than twenty three members who shall remain in office for three financial years (unless the shareholders' meeting establishes a shorter term at the time of their appointment) and may be re-elected.

Company Bylaws have provided for a slate system for appointing the Board of Directors. Such system ensures that - if two slates are filed at least - one fifth of the Directors are appointed by the so-called Shareholders' minority.

The slates, filed and undersigned by the respective Shareholders, are to be deposited at the Company registered office at least 25 days prior to the date set for the Shareholders' Meeting that is required to decide upon the appointment of the members of the Board of Directors. The slates are made available to the public - at the registered office, on the Company website and in the other ways specified by Consob regulations - at least 21 days before the date of the Shareholders' Meeting.
Each Shareholder may file - or take part to filing of - one slate only, and each candidate may run for election in one slate only, under penalty of ineligibility.

Slates may be filed only by those Shareholders who, either on their own or together with other Shareholders, hold 1% of the share capital entitled to vote at the ordinary Shareholders' Meeting at least, or a lower percentage as required by regulatory provisions issued by Consob (1), and the required percentage for slate filing must be proved within the same deadline for filing (21 days before the date of the Shareholders' Meeting).

Statements of candidacy acceptance by each candidate are to be attached to each slate, as well as their acknowledgement, under their own responsibility, that there are no grounds for ineligibility or incompatibility, and that Law and Bylaws requirements are met in respect of the relevant assignments. Curricula are annexed to the said statements as well for each candidate, reporting their personal and professional details, assignments related to administration and control of other Companies and their aptitude to be qualified as Independent Directors under Law provisions and Company policies.

In order to ensure gender balance, slates that contain a number of candidates equal to or more than three must contain a number of candidates of the less represented gender at least matching the minimum laid down in statutory and/or regulatory provisions as in force at the time, in accordance with what will be stated in the notice of the Shareholders’ Meeting. Any changes that occur up to the date of the Shareholders' meeting must be promptly notified to the Company.

Slates filed other than in compliance with the above provisions are not accepted.

In accordance with international best practices, contextually to the appointment of the new Board of Directors, Shareholders are also invited by the Company itself to express their opinion by separate voting procedures on the following issues:
(i) number of Members of the Board of Directors;
(ii) appointment of Directors by slate voting referring to filed slates;
(iii) Board of Directors assignment duration;
(iv) Director's compensation.

(1)
For the year 2014, the percentage of Share Capital required for the presentation of slates of candidates for the election of the Board of Directors of the Company has been established, by Consob, in 1% of the share capital entitled to vote at the ordinary Shareholders' meeting.



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Last Revised: 12 Jun 2014