Recordati Industria Chimica e Farmaceutica

Declaration of Voting Results & Voting Rights Announcements • Apr 30, 2020

ORDINARY SHAREHOLDERS' MEETING 29th APRIL 2020

Summary report of the votes

pursuant to article 125-quarter, paragraph 2 of the Legislative Decree 58/98

Item 1a ordinary – Financial statements as at 31st December 2019

	Shares No.	% Shares represented	% of Share Capital
		in the meeting	with voting right
Shares represented in	175,697,821	100.000%	84.016%
the meeting
Voted shares	175,199,830	99.717%	83.778%
Shares in favor	174,909,454	99.551%	83.639%
Shares against	257,967	0.147%	0.123%
Abstentions	32,409	0.018%	0.015%
Not voting shares	497,991	0.283%	0.238%
Total	175,697,821	100.000%	84.016%

Item 1b ordinary – Allocation of the profit for the 2019 financial year

	Shares No.	% Shares represented	% of Share Capital
		in the meeting	with voting right
Shares represented in	175,697,821	100.000%	84.016%
the meeting
Voted shares	175,199,830	99.717%	83.778%
Shares in favor	175,199,830	99.717%	83.778%
Shares against	0	0.000%	0.000%

Abstentions	0	0.000%	0.000%
Not voting shares	497,991	0.283%	0.238%
Total	175,697,821	100.000%	84.016%

Item 2a ordinary – Number of the members of the Board of Directors

	Shares No.	% Shares represented	% of Share Capital
		in the meeting	with voting right
Shares represented in	175,697,821	100.000%	84.016%
the meeting
Voted shares	175,408,371	99.835%	83.877%
Shares in favor	175,355,062	99.805%	83.852%
Shares against	53,309	0.030%	0.025%
Abstentions	0	0.000%	0.000%
Not voting shares	289,450	0.165%	0.138%
Total	175,697,821	100.000%	84.016%

Item 2b ordinary – Appointment of new directors to integrate the Board of Directors

	Shares No.	% Shares represented in the meeting	% of Share Capital with voting right
Shares represented in	175,697,821	100.000%	84.016%
the meeting
Voted shares	174,859,830	99.523%	83.615%
Shares in favor	111,709,194	63.580%	53.417%
Shares against	60,928,482	34.678%	29.135%

Abstentions	2,222,154	1.265%	1.063%
Not voting shares	837,991	0.477%	0.401%
Total	175,697,821	100.000%	84.016%

Item 2c ordinary – Remuneration of the newly appointed directors

	Shares No.	% Shares represented	% of Share Capital
		in the meeting	with voting right
Shares represented in	175,697,821	100.000%	84.016%
the meeting
Voted shares	175,199,830	99.717%	83.778%
Shares in favor	116,494,821	66.304%	55.706%
Shares against	56,612,171	32.221%	27.071%
Abstentions	2,092,838	1.191%	1.001%
Not voting shares	497,991	0.283%	0.238%
Total	175,697,821	100.000%	84.016%

Item 2d ordinary – Exemption from the non-competition obligations in favour of the newly appointed directors

	Shares No.	% Shares represented	% of Share Capital
		in the meeting	with voting right
Shares represented in	175,697,821	100.000%	84.016%
the meeting
Voted shares	175,199,830	99.717%	83.778%
Shares in favor	120,421,315	68.539%	57.583%
Shares against	54,031,503	30.753%	25.837%

Abstentions	747,012	0.425%	0.357%
Not voting shares	497,991	0.283%	0.238%
Total	175,697,821	100.000%	84.016%

Item 3a ordinary – appointment of the members of the Board of Statutory Auditors and its Chair

	Shares No.	% Shares represented in the meeting	% of Share Capital with voting right
Shares represented in	175,697,821	100.000%	84.016%
the meeting
Voted shares	175,697,821	100.000%	84.016%
List 1	133,547,362	76.010%	63.860%
List 2	41,519,283	23.631%	19.854%
Abstentions	434,812	0.247%	0.208%
Contrary to all the	196,364	0.112%	0.094%
lists
Not voting shares	0	0.000%	0.000%
Total	175,697,821	100.000%	84.016%

Item 3b ordinary – Determination of the remuneration of the Board of Statutory Auditors

	Shares No.	% Shares represented in the meeting	% of Share Capital with voting right
Shares represented in	175,697,821	100.000%	84.016%
the meeting
Voted shares	175,216,330	99.726%	83.785%
Shares in favor	174,787,916	99.482%	83.581%

Shares against	0	0.000%	0.000%
Abstentions	428,414	0.244%	0.205%
Not voting shares	481,491	0.274%	0.230%
Total	175,697,821	100.000%	84.016%

Item 4 ordinary – Appointment of the audit firm and its remuneration

	Shares No.	% Shares represented	% of Share Capital
		in the meeting	with voting right
Shares represented in	175,697,821	100.000%	84.016%
the meeting
Voted shares	175,199,830	99.717%	83.778%
Shares in favor	175,199,830	99.717%	83.778%
Shares against	0	0.000%	0.000%
Abstentions	0	0.000%	0.000%
Not voting shares	497,991	0.283%	0.238%
Total	175,697,821	100.000%	84.016%

Item 5a ordinary – Binding resolution of the first section of the Remuneration Report

	Shares No.	% Shares represented	% of Share Capital
		in the meeting	with voting right
Shares represented in	175,697,821	100.000%	84.016%
the meeting
Voted shares	175,199,830	99.717%	83.778%
Shares in favor	149,073,833	84.847%	71.285%
Shares against	26,125,997	14.870%	12.493%

Abstentions	0	0.000%	0.000%
Not voting shares	497,991	0.283%	0.238%
Total	175,697,821	100.000%	84.016%

Item 5b ordinary – Non-binding resolution on the second section of the Remuneration Report

	Shares No.	% Shares represented	% of Share Capital
		in the meeting	with voting right
Shares represented in	175,697,821	100.000%	84.016%
the meeting
Voted shares	175,199,830	99.717%	83.778%
Shares in favor	126,775,913	72.156%	60.622%
Shares against	47,799,205	27.205%	22.857%
Abstentions	624,712	0.356%	0.299%
Not voting shares	497,991	0.283%	0.238%
Total	175,697,821	100.000%	84.016%

Item 6 ordinary – Purchase and utilisation of treasury stock

	Shares No.	% Shares represented in the meeting	% of Share Capital with voting right
Shares represented in the meeting	175,697,821	100.000%	84.016%
Voted shares	175,199,830	99.717%	83.778%
Shares in favor	172,480,463	98.169%	82.477%
Shares against	2,719,367	1.548%	1.300%

Abstentions	0	0.000%	0.000%
Not voting shares	497,991	0.283%	0.238%
Total	175,697,821	100.000%	84.016%