CIR Group

Remuneration Information • Apr 7, 2016

NOTICE OF ANNUAL GENERAL MEETING

1st CALL - APRIL 28 2016 - at 4.00 p.m.

2nd CALL - APRIL 29 2016 - at 4.00 p.m.

PALAZZO DELLE STELLINE CONGRESS CENTRE

CORSO MAGENTA 61 - MILANO

* * *

Report on item 5) on the Agenda COMPENSATION REPORT

COMPENSATION REPORT COFIDE S.p.A.

FOREWORD

This report ("Compensation Report") has been prepared in conformity with the terms of Art. 84-quater of Consob Regulation no. 11971/99 in implementation of Art. 123-ter of the T.U.F. and taking into account the recommendations contained in Art. 6 of the Code of Conduct for Listed Companies of Borsa Italiana S.p.A. (the "Code of Conduct"), and is organized in two sections. The first section has the aim of providing the Shareholders' Meeting with information regarding the policy of the Company on the subject of the compensation of the Members of the Board of Directors and the procedures for adopting and implementing this policy. The second section aims to give an adequate representation of each of the items that make up the compensation and to illustrate to the market the compensation paid out or at least assigned in the previous year to the Members of the Board of Directors and the Members of the Board of Statutory Auditors. Positions of Executives with strategic responsibilities are not dealt with as the Company does not have any, since the officer responsible for the preparation of the financial statements of COFIDE S.p.A., as per the terms of Art. 154-bis of the T.U.F., is not paid by the Company as he is paid as an executive of CIR S.p.A.

The Annual General Meeting of the Shareholders, convened to approve the Financial Statements for the year ended December 31 2015, as per the terms of Art. 123-ter of the T.U.F., is called upon to express a non-binding vote on the first section of the Compensation Report. The result of the vote will be disclosed to the public, in accordance with the terms of Art. 125-quater 2nd paragraph of the T.U.F..

List of definitions

For the purposes of this Compensation Report the terms and expressions listed below have the meaning given alongside each of them:

"Code of Conduct": Code of Conduct for Listed Companies published by Borsa Italiana S.p.A..

"Executives with strategic responsibilities": individuals defined as such in Annex 1 to Consob Regulation no. 17221 of March 12 2010 giving instructions on the subject of related-party transactions and identified in Art. 2.2.3 of the "Rules for related-party transactions" adopted by COFIDE S.p.A.

"Group": the Company and its subsidiaries.

"Policy": compensation policy of the Company.

"Rules for Issuers": Consob Resolution no. 11971/99.

"Company": COFIDE S.p.A.

"T.U.F": Legislative Decree no. 58/98.

SECTION I

This section describes the policy of the Company on the subject of compensation of the Members of the Board of Directors with reference to the year 2016 together with the procedures used for the adoption and implementation of the policy. The policy establishes the principles and guidelines on the basis of which compensation is determined.

It should be noted that for COFIDE S.p.A. the compensation policy is extremely simplified, since it includes only the payment of fees – approved by the Shareholders' Meeting – to the members of the Board of Directors.

It should also be noted that the officer responsible for the preparation of the financial statements of COFIDE S.p.A., as per the terms of Art. 154-bis of the T.U.F., is not paid by the Company as he is paid as an executive of CIR S.p.A.

a) Bodies and individuals involved in the preparation and approval of the compensation policy, specifying their respective roles, and the bodies or individuals responsible for the correct implementation of the same policy

The Policy is prepared by the Appointments and Compensation Committee and is submitted annually by the said Committee to the examination and approval of the Board of Directors. After examining and approving the policy, the Board of Directors illustrates it in this section of the report so that it can be submitted to the consultative vote of the Shareholders' Meeting.

The Policy is structured as follows:

• i) The Shareholders' Meeting establishes the fixed fee for the members of the Board of Directors when they are appointed for the entire duration of their mandate.
• ii) The Shareholders' Meeting expresses a vote, which is non-binding, on the Policy approved each year by the Board of Directors.
• iii) At the proposal of the Appointments and Compensation Committee and having heard the opinion of the Statutory Auditors, the Board of Directors establishes the compensation of Directors with special positions.
• iv) The Board of Directors establishes the compensation of non-executive Directors for being on one or more committees.
• v) The Appointments and Compensation Committee has responsibility for preparing proposals to the Board of Directors regarding the compensation of Directors holding special positions, for preparing the Policy and submitting it to the examination of the Board of Directors.

b) Intervention, where applicable, of a Compensation Committee or any other committee with competence on the subject, with a description of its composition, competences and the way it works.

As indicated above, the Appointments and Compensation Committee takes part in the preparation of the Policy to be submitted to the Board of Directors.

The Committee is made up of Independent Directors Massimo Cremona, Francesca Cornelli and Paola Dubini.

The Appointments and Compensation Committee:

• Submits to the Board of Directors proposals relating to the compensation policies for Directors and Executives with strategic responsibilities;
• Gives opinions jointly with the Control and Risk Committee on proposals relating to the compensation policies for the head of internal auditing and the executive responsible for the preparation of the Company's financial statements and governance documents;
• Puts forward proposals for the compensation of the Chief Executive Officer and the Directors holding special positions, which can also include compensation plans involving the assignation of stock options or other sharebased incentives;
• Puts forward proposals, at the indication of the Chief Executive Officer, on the criteria for the compensation of the managerial staff of the Company;
• Periodically assesses the adequacy, the consistency and the practical application of the compensation policy for Directors and Executives with strategic responsibilities.

c) Possible intervention of independent experts

In the preparation of the Policy no independent experts were involved.

d) Aims pursued with the compensation policy, principles underpinning it and any changes in the compensation policy from one year to the next

The Policy is established according to criteria that can attract, retain and motivate persons with adequate professional qualities to manage the Group effectively.

The guidelines of the Policy for this year have not changed from those of last year's Policy.

e) Description of the policies on the subject of fixed and variable items of compensation with particular reference to an indication of their relative weighting in the overall compensation and distinguishing between the variable items in the short versus the medium-long term

The compensation for Directors is in cash (i.e. it does not involve any equity component) and has no variable parts.

Directors holding special positions (the Chairman) have been assigned a fixed fee in cash by the Board of Directors.

The compensation assigned to Directors for being on one or more committees, is established every year as a fixed amount on the basis of the commitment required of each of them.

f) Policy followed in relation to non-monetary benefits

At present no (non-monetary) benefits are envisaged for Directors.

g) In relation to variable items, a description of performance objectives on the basis of which the former are assigned, distinguishing between short and mediumlong term variables, and information on the link between the change in results and the change in compensation

There is no variable part of the compensation in cash.

h) Criteria used for assessment of the performance objectives on which the assignation of shares, options or other financial instruments of other variable items of compensation is based

Not applicable because, as stated in paragraph e), no financial instruments are awarded.

i) Information which aims to show how the compensation policy is consistent with the pursuit of the long-term interests of the company and with the risk management policy, where it has been formalized

When defining the compensation systems, the Board of Directors was of the opinion that compensation based solely on a fixed fee was in line with the characteristics and nature of the Company.

In defining the compensation systems the Board of Directors also made sure that these systems gave due consideration to the "Guidelines on the subject of internal control and risk management" approved by the Board of October 29 2012.

j) The vesting period, the deferred payment systems, with an indication of the periods of deferral and the criteria used to determine these periods and, where applicable, ex post correction mechanisms

Not applicable.

k) Information on any clauses relating to holding the financial instruments after their acquisition, with an indication of the holding periods and of the criteria used to determine such periods

Not applicable.

l) Policy in relation to what payout is applicable when the position or the employment terminates, specifying which circumstances give rise to the right to such payout and any link between the said payout and the performance of the Company.

Except where application of the law requires otherwise, no sum is payable when the mandate of Directors terminates.

m) Information on the presence of possible insurance cover, in the sense of pension plans other than those that are obligatory

In line with best practice, an insurance policy (Directors & Officers) has been taken out against civil liability towards third parties for the various corporate bodies in the exercise of their functions with the aim of protecting the Group from the risk of having to pay compensation, except for cases of wilful misconduct or gross negligence.

n) Compensation policy followed where applicable in relation to: (i) independent directorships, (ii) committee membership and (iii) special positions (chairman, deputy chairman etc.)

Compensation, in addition to the ordinary fee, is envisaged for Independent Directors who sit on any Committees.

Directors holding special positions (the Chairman) benefit from the compensation described in the preceding paragraphs.

o) If the compensation policy has been defined using the compensation policies of other companies as a reference, the criteria used for the choice of any such companies

The compensation Policy was prepared without any specific reference to the policies of other companies.

SECTION II

I.1 Part One

1.1 Items making up compensation

Board of Directors

The compensation of the Directors consists of a fixed amount determined by the Shareholders' Meeting on their appointment for the whole duration of their mandate.

Directors holding special positions

The Chairman receives a further fixed item of compensation.

Non-executive Directors

Non-executive Directors receive a further fixed fee if they are on any of the Internal Committees (Control and Risk Committee; Committee for Related Party Transactions; Appointments and Compensation Committee).

Board of Statutory Auditors

The fee is determined as a fixed amount by the Shareholders' Meeting on their appointment for the whole duration of their mandate. The fee for the Chairman is different from that of the other Statutory Auditors.

Executives with strategic responsibilities

The Company has no Executives with strategic responsibilities as the Executive responsible for the preparation of the financial statements of COFIDE S.p.A., as per the terms of Art. 154-bis of the T.U.F., is not paid by the Company as he is paid as an Executive of CIR S.p.A.

1.2 With particular reference to agreements involving compensation in the event of the early termination of the relationship, the following information applies:

1.2.1 Existence of such agreements

No agreements have been entered into involving any compensation paid to Directors in the event of early termination of the directorship.

1.2.2 Criteria for determining the compensation entitlement of each individual.

Not applicable.

1.2.3 Presence of any performance criteria to which the assignation of the compensation is linked

No performance objectives are associated with the assignation of compensation.

1.2.4 Effects of the termination of the relationship on the Units assigned within the scope of the share-based incentive plans or cash payouts

Not applicable.

1.2.5 Cases in which the right to compensation exists

See point 1.2.1. above.

1.2.6 The existence, where applicable, of agreements involving the assignation or the maintenance of non-monetary benefits in favour of individuals who no longer hold the position or have signed a consulting contract for a period following the termination of their employment relationship

No agreements of this kind have been signed.

1.2.7 Existence of agreements providing for compensation for non-competition undertakings

No agreements have been signed involving compensation for non-competition undertakings.

1.2.8 With reference to Directors who left their positions during the year, any changes in the determination of the compensation compared to the terms of the agreement on the same

Not applicable.

1.2.9 Where there are no specific agreements on the subject, specific information on the criteria used to determine the leaving indemnity matured

During the year 2015 no leaving indemnity was paid out.

Part Two

Annexes charts 1, 2, 3A as per Schedule no. 7-bis of the Rules for Issuers.

***

Equity investments

As per the fourth paragraph of Art. 84-quater of the Rules for Issuers, an annex to this Report shows the equity investments held in the Company or in its subsidiaries by Directors and Statutory Auditors, as well as by their spouses who are not legally separated and minor children, directly or through subsidiaries, fiduciary companies or third persons, as resulting from the Shareholder Book, notification received or from any other information obtained from the same Directors and Statutory Auditors (Chart 1 of Schedule no.7-ter of the Rules for Issuers).

SCHEDULE 7-BIS - TABLE 1: Fees paid to members of the administrative and control bodies, general managers and executives with strategic responsibilities

(in o) eur					(1)	(2)	(3)		(4)	(5)	(6)	(7)	(8)
and firs Las t na t na me me	Pos itio n	iod whi ch Per in the itio pos n w as held 20 15	Exp iry of dat man e	Com pan y ing pre par ial fin anc and stat nts eme sub sidi d arie s an ocia tes ass	ed f Fix ees	r be Fee s fo ing mit tees on com	iab le n Var com pen non eq Bon use s & oth er ince ntiv es	ity on- equ sati on uity Pro fit sha ring	Non net -mo ary ben efit s	Oth er f ees	al Tot	Fai lue r va of ity equ sati com pen on (the l tica ore val ue: see ) e V not	End of dat man e or l ing eav ind ity emn	No tes
	Cha irm an	1.1 - 3 1.12	App in. Sta al F rov t. 2 015	CO FID E S A. .p.	160 .000						160 .00 0			1, 2
RO DO LFO DE BE NE DE TTI			Sub sidi arie s	1.7 740 67.				18. 730		1.78 6.4 70	427 .00 0		I, I I, I V
				ale Tot	1.9 27. 740				18. 730		1.9 46. 470
CA ND IAN I SI LV IA	Dir ecto r	1.1 - 3 1.12	App in. Sta al F rov t. 2 015	CO FID E S A. .p.	10. 000						10.0 00			1
CO RN ELL I FR AN CE SCA	Dir ecto r	1.1 - 3 1.12	App in. Sta al F rov t. 2 015	CO FID E S A. .p.	10. 000	18. 000					28. 000			1, 3 a, 3 b
CR EM ON A M AS SIM O	Dir ecto r	1.1 - 3 1.12	in. Sta al F App rov t. 2 015	CO FID E S A. .p.	10. 000	18. 000					28. 000			1, 3 a, 3 b, 4
	Dir ecto r	1.1 - 3 1.12	App in. Sta al F rov t. 2 015	CO FID E S A. .p.	10. 000						10.0 00			1
DE BE NE DE TTI ED OA RD O				Sub sidi arie s	30. 000						30. 000			I
				Tot ale	40. 000						40. 000
	Dir ecto r	1.1 - 3 1.12	App in. Sta al F rov t. 2 015	CO E S A. FID .p.	10. 000						10.0 00			1, 5
DE BE NE DE TTI MA RC O				Sub sidi arie s	20. 000						20. 000			I
				Tot ale	30. 000						30. 000
DU BIN I PA OL A	Dir ecto r	1.1 - 3 1.12	in. Sta al F App rov t. 2 015	CO FID E S A. .p.	10. 000	17. 000					27. 000			1, 3 a, 3 b
	Dir ecto r	1.1 - 3 1.12	App in. Sta al F rov t. 2 015	CO FID E S A. .p.	10. 000						10.0 00			1
FER RE RO PIE RL UIG I				Sub sidi arie s	95. 000						95. 000			I
				Tot ale	105 .00 0						105 .00 0
GU AS TI F RA NC ESC O	Dir ecto r	1.1 - 3 1.12	App in. Sta al F rov t. 2 015	CO FID E S A. .p.	10. 000						10.0 00			1, 6

(in o) eur				(1)	(2)	(3)		(4)	(5)	(6)	(7)	(8)
and firs Las t na t na me me	Pos itio n	iod whi ch Per in the itio pos n w as held 20 15	of Exp iry dat man e	Com pan y ing pre par fin ial anc and stat nts eme sub sidi d arie s an ocia tes ass	ed f Fix ees	s fo r be Fee ing mit tees on com	iab le n Var com pen non eq Bon use s & oth er ince ntiv es	ity on- equ sati on uity Pro fit sha ring	Non net -mo ary ben efit s	Oth er f ees	al Tot	lue Fai r va of ity equ sati com pen on (the l tica ore val ue: see e V ) not	End of dat man e or l ing eav ind ity emn	No tes
OU GH OU RL IAN JO SEP H	Dir ecto r	1.1 - 3 1.12	App in. Sta al F rov t. 2 015	CO FID E S A. .p.	0						0			1
	Dir ecto r	1.1 - 3 1.12	App in. Sta al F rov t. 2 015	CO FID E S A. .p.	10. 000	12. 000					22. 000			1, 3 b
RO BO TTI RO BE RT O				Sub sidi arie s	20. 000	10. 000					30. 000			I, I II
				ale Tot	30. 000	22. 000					52. 000
	Cha irm d o f St an B atut oar ory Aud itor s	1.7 - 31 .12	App in. Sta al F rov t. 2 016	CO FID E S A. .p.	35. 000						35. 000
ZIN GA LES RI CC AR DO				Sub sidi arie s	102 .500						102 .50 0			7
				ale Tot	137 .50 0						137 .50 0
DE LLA TO RR E A NT ON ELL A	Sta Aud itor tuto ry	1.1 - 3 1.12	App in. Sta al F rov t. 2 016	CO E S A. FID .p.	20. 000						20. 000
				Tot ale	20. 000						20. 000
BR AC CO TIZ IAN O	Sta Aud itor tuto ry	1.1 - 3 1.12	App in. Sta al F rov t. 2 016	CO FID E S A. .p.	20. 000						20. 000
				Tot ale	20. 000						20. 000

NOTES

• (1) Fee for the position of Director in the company preparing the financial statements of € 10,000 approved by the AGM and by the Board of Directors as per Art. 2389, 3rd paragraph of the Civil Code.
• (2) Fee of € 150,000 approved by the Board of Directors for the position of Chairman.
• (3) Fees for sitting on committees of the company preparing the financial statements include: a) Appointments and Compensation Committee € 5,000 plus € 1,000 for attending one meeting. b) Control and Risk Committee € 5,000 plus € 1,000 for attending six meetings.
• (4) All of the fees are paid to Studio Pirola, Pennuto, Zei e Associati.
• (5) All of the fees are paid to MDB Consulting S.r.l.
• (6) All of the fees are paid to the Guasti Law Firm.
• (7) Fees in subsidiaries that include remuneration for the positions of Statutory Auditor.
• (I) Fees in subsidiaries for the position of Director and for special positions as per parag. 3 of Art. 2389 of the Civil Code.
• (II) Fees in subsidiaries for the position of Chairman and/or for special positions as per parag. 3 of Art. 2389 of the Civil Code. The fees in the form of non-monetary benefits refer to insurance policies.
• (III) Fees in subsidiaries for sitting on committees.
• (IV) This is the notional cost for the company recognized to the income statement in personnel costs, with an offset in the appropriate equity reserve; IAS accounting values not yet received by the Director and at the moment just potential.

SCHEDULE 7-BIS - TABLE 2: Stock options assigned to Members of the Board of Directors, General Managers and other Executives with strategic responsibilities

			Opti held he b egin ning of t he y at t ons ear			Opt ions igne d du ring the ass year					Opt ions rcise d du ring the exe year			s tha Op tion t expi red in th e year	Op s he ld a tion t end of ye ar	Op s for tion the y ear
		(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(12)	(13)	(14)	(15) = (2)+ (5)- (11) -(14 )	(16)
Last e & firs t na nam me	Pos ition held	Plan	Num of opti ber ons	Strik ice e pr	Per iod of p ise (from ossi ble e xerc ) - to	Num of opti ber ons	Strik e pric e	Per iod of ible poss cise exer (from -to)	Fair val ue dat at g rant e (in t hou sand s of eu ro)	Gra nt d ate	Mar ket p rice of unde rlyin g shar t gra nt es a date of o ptio ns	Num ber of opti ons	Strik e pric e	Mar ket p rice of unde rlyin g shar t es a cise dat exer e	Num ber of opti ons	Num ber of opti ons	Fair val ue (the ical oret valu e : s ee ) note (in t hou sand s of ) euro
DE BEN EDE TTI RO DOL FO	CHA IRM AN
Stoc k op tion plan		6/9 /200 4	1,25 0,00 0	1.56 00	from 28/ 02/2 005 to 2 8/02 /201 5										1,25 0,00 0	--	--
Stoc k op tion plan		11/ 3/20 05	1,35 0,00 0	2.34 00	from 30/ 09/2 005 to 3 0/09 /201 5										1,35 0,00 0	--	--
Stoc k op tion plan		6/9 /200 5	1,25 0,00 0	2.49 00	from 28/ 02/2 006 to 2 9/02 /201 6											1,25 0,00 0	--
Stoc k op tion plan		200 6 1s nche t tra	1,25 0,00 0	2.50 00	from 31/ 12/2 006 to 3 1/12 /201 6											1,25 0,00 0	--
Stoc k op tion plan		200 6 2n d tra nche	1,25 0,00 0	2.47 00	from 30/ 06/2 007 to 3 0/06 /201 7											1,25 0,00 0	--
Extr aord inar ck o ptio n pl y sto an		200 9 1s nche (*) t tra	1,75 0,00 0	3.08 77	from 30/ 09/2 007 to 3 0/09 /201 7											1,75 0,00 0	--
aord inar ck o ptio n pl Extr y sto an		200 9 2n d tra nche (*)	1,75 0,00 0	2.73 44	from 31/ 03/2 008 to 3 1/03 /201 8											1,75 0,00 0	--
Extr aord inar ck o ptio n pl y sto an		200 9 3r d tra nche (*)	1,75 0,00 0	1.68 06	from 30/ 09/2 008 to 3 0/09 /201 8											1,75 0,00 0	--
Extr aord inar ck o ptio n pl y sto an		200 9 4t h tra nche (*)	1,75 0,00 0	1.07 18	from 31/ 03/2 009 to 3 1/03 /201 9											1,75 0,00 0	--
Stoc k op tion plan		200 9 1s nche t tra	1,75 0,00 0	0.99 07	from 30/ 09/2 009 al 30 /09/ 201 9											1,75 0,00 0	--
Stoc k op tion plan		200 9 2n d tra nche	1, 750 ,000	1.54 49	from 28/ 02/2 010 to 2 8/02 /202 0											1,75 0,00 0	--
Stoc k op tion plan		201 0 1s nche t tra	1, 750 ,000	1.62 08	from 30/ 09/2 010 to 3 0/09 /202 0											1,75 0,00 0	--
Stoc k op tion plan		201 0 2n d tra nche	1, 750 ,000	1.49 82	from 28/ 02/2 011 to 2 8/02 /202 1											1,75 0,00 0	--
TOT AL			20,3 50,0 00	19,3 29											2,60 0,00 0	17,7 50,0 00	0

(*) These are Stock Option Plans issued by the subsidiary CIR S.p.A.

(**) Plans resulting from the conversion of Phantom Stock Option Plans.

(16) This is the notional cost for the Company recognized to the Income Statement in personnel costs with offset in the special equity reserve.

SCHEDULE 7-BIS - TABLE 3A: Incentive plans based on financial instruments other than stock options, in favour of Members of the Board of Directors, General Managers and other Executives with strategic responsibilities

		Fina ncia l ins igne d in prio trum ents ass r ods and ed in the peri not vest year			Fina	l ins ncia trum ents ass	d in the igne year	Fina ncia l hat instr nts t ume ed in the vest year and t wer e no gned assi	Fina ncia l ins tha trum ents t ves ble assi are gna	ted i n th nd e ye ar a	l Fina ncia instr nts f ume or the y ear
		(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(12)
d fir Last st na nam e an me	Pos ition held	Plan	Num ber and type of fi cial nan instr nts ume	iod Ves ting per	ber and Num of type fina ncia l instr nts ume	val Fair ue dat at g rant e (the ical oret valu ) te e: se e no (in t hou sand s of ) euro	d Vest ing p erio	nt d Gra ate	Mar ket p rice at g dat rant e	Num ber and of type fina ncia l ins trum ents	Num ber and of f inan cial type instr nts ume	Valu ing e at vest date	Fair val ue ( the ical oret valu ) te e: se e no (in t hou sand s of ) euro
DE BEN EDE TTI RO DOL FO	CHA IRM AN	201 1 (* )	k gr stoc ant 1,49 0,00 0	from 29/ 04/2 011 to 3 1/01 /201 5						868 ,000	k gr stoc ant 77,7 50	76	6
DE BEN EDE TTI RO DOL FO	CHA IRM AN	201 2 (* )	k gr stoc ant 2,67 9,18 5	from 27/ 04/2 012 to 3 1/01 /201 6							k gr stoc ant 541 ,723	544	235
DE BEN EDE TTI RO DOL FO	CHA IRM AN	201 3 (* )	k gr stoc ant 1,00 0,00 0	from 29/ 04/2 013 to 3 1/01 /201 7									186
												620	427

(*) These are Stock Grant Plans issued by the subsidiary CIR S.p.A.

(12) This is the notional cost for the Company recognized to the Income Statement in personnel costs with an offset in the special equity reserve.

SCHEDULE 7-TER - TABLE 1

SHARES OWNED BY MEMBERS OF THE ADMINISTRATIVE AND CONTROL BODIES AND GENERAL MANAGERS

Las t N nd Fir Na st am e a me	Po sit ion	Co in wh ich sh d mp any are s a re ow ne	No f sh . o are s d a t D mb ow ne ece er 31 20 14	No f sh . o are s uir in ed acq the 20 15 ye ar	No f sh . o are s fer in tra red the ns r 2 015 yea	f sh No ed at . o are s o wn De be r 3 1 2 015 cem	No tes
DE BE NE DE TT I R odo lfo	Ch airm an	Co S. fide A. p.	0	0	0	0
DE BE NE DE TT I R odo lfo	Ch airm an	Cir S. A. p.	12 27 1, 862 ,	0	0	12 27 1, 862 ,	( 1)
lfo DE BE NE DE TT I R odo	Dir ect or	G.E S.p . L' Esp .A. res so	0	0	0	0
lfo DE BE NE DE TT I R odo	Dir ect or	So fi S A. ge .p.	0	0	0	0
FE RR ER O P ierl uig i	Dir ect or	Co fide S. A. p.	0	0	0	0
FE RR ER O P ierl uig i	No siti po on	Cir S. A. p.	25 0, 000	0	0	25 0, 000
FE RR ER O P ierl uig i	No siti po on	G.E . L' Esp S.p .A. res so	20 000 ,	0	0	20 000 ,
FE RR ER O P ierl uig i	No siti po on	So fi S A. ge .p.	15 000 ,	0	0	15 000 ,
OU GH OU RL IAN Jo h M arie sep	Dir ect or	Co fide S. A. p.	2, 000 000	0	0	2, 000 000
OU GH OU RL IAN Jo h M arie sep	No siti po on	So fi S A. ge .p.	, 38 1, 472	0	38 1, 472	, 0
RO BO TT I R obe rto	Dir ect or	Co fide S. A. p.	0	0	0	0
RO BO TT I R obe rto	No siti po on	Cir S. A. p.	21 000 ,	0	0	21 000 ,
RO BO TT I R obe rto	No siti po on	So fi S A. ge .p.	1, 300	0	0	1, 300

NOTES

(1) Shares that are all owned: of which 719,362 owned directly, 9,552,500 owned indirectly through the company Rodolfo De Benedetti Società Semplice and 2,000,000 indirectly through the company Rodolfo De Benedetti S.r.l..

PROPOSED RESOLUTION

Consultative vote on Section I of the Compensation Report as per Art. 123-ter of the T.U.F.

Dear Shareholders,

In accordance with the terms of Art. 123-ter, paragraph 6, of the T.U.F., you are being called upon to adopt a resolution on Section I of the Compensation Report prepared according to the provisions of Art. 84-quater of Consob's Rules for Issuers, in conformity with Annex 3 A, Schedule 7-bis of the above-cited Rules.

Given the above, drawing your attention to the content of the above-mentioned Report, your Board of Directors hereby submits to you the following

Proposed resolution

The Annual General Meeting of the Shareholders of COFIDE - Gruppo De Benedetti S.p.A.

• Having seen the terms of current regulations;
• Acknowledging that the Compensation Report has been filed and made available within the time limits required by law

ADOPTS A RESOLUTION

in favour of the content of Section I of the Compensation Report approved by the Board of Directors at the meeting held on March 14 2016.

Milan, March 14 2016

The Board of Directors