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Amplifon AGM Information 2015

May 7, 2015

4030_agm-r_2015-05-07_371fc436-ce92-46c5-bae1-73732477209f.pdf

AGM Information

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Informazione
Regolamentata n.
0525-70-2015
Data/Ora Ricezione
07 Maggio 2015
18:31:50
MTA - Star
Societa' : AMPLIFON
Identificativo
Informazione
Regolamentata
: 57812
Nome utilizzatore : AMPLIFONNSS02 - Giorcelli
Tipologia : AVVI 16
Data/Ora Ricezione : 07 Maggio 2015 18:31:50
Data/Ora Inizio
Diffusione presunta
: 07 Maggio 2015 18:46:50
Oggetto : Public the Minutes of the Shareholders'
Meeting
Testo del comunicato

Vedi allegato.

AMPLIFON S.P.A. MINUTES OF ORDINARY SHAREHOLDERS' MEETING OF 21 APRIL 2015

The Ordinary Shareholders' Meeting of Amplifon S.p.A. began at 10 a.m. on 21 April 2015, at Via Ripamonti,131/133, Milan.

Before the meeting started, the secretary to the Board of Directors, Mr Luigi Colombo, informed the attendees that the Chair was unable to attend due to suddenly feeling unwell.

The Secretary said that the shareholders, in accordance with article 11 of the Bylaws, had suggested that the meeting be chaired by the Chief Executive Officer, Mr Franco Moscetti, who would therefore act as Chair if none of the attendees were in disagreement.

As there were no objections by the shareholders (article 11 of the Bylaws) the meeting was chaired by the Chief Executive Officer, Mr Franco Moscetti.

He began by saying that the Meeting of shareholders of Amplifon S.p.A. had been called at this time and in this place by a notice published in "Il Corriere della Sera" on 10 March 2015. The full text of the notice of meeting was available on the company website.

He said that in order to ensure the proper conduct of the Meeting (in line with the Company's Bylaws) he had set up a team of trusted "Representatives" who would be responsible for checking the identities of the attendees and the validity of their share certificates and proxy forms, in accordance with current legislation. The documents would be kept with the Company's records.

He informed the Meeting that, on the basis of those checks, 5 (five) persons were found to be present, either on their own account or by proxy, representing 187,440,263 ordinary shares equivalent to 83.388% of the share capital, and that the Meeting was therefore duly convened and could adopt valid resolutions in ordinary session.

He reserved the right to update the list of attendees at each vote.

He invited the secretary of the Board of Directors, the lawyer Luigi Colombo, to draft the minutes of the Meeting, with the consent of the attendees.

He reminded the attendees that the Meeting had been called to discuss the following:

Agenda

    1. Approval of the Financial Statements as at December 31st, 2014; reports prepared by the Board of Directors, the Board of Statutory Auditors and the Independent Auditors; allocation of the earnings for the year; related and consequent resolutions. Consolidated financial statements as at December 31st, 2014 and the report on operations.
    1. Appointment of a Director pursuant to art. 2386, 1st paragraph of the Italian Civil Code; related and consequent resolutions.
    1. Appointment of the Board of Statutory Auditors and related remuneration.
    1. Directors' remuneration for FY 2015.
    1. Amendment to the Performance Stock Grant Plan 2014-2021 ("New Performance Stock Grant Plan 2014-2021"). Approval of the list of the directors, potential beneficiaries.
    1. Remuneration Statement pursuant to art. 123-ter of Legislative Decree n. 58/98 ("TUF") and art. 84-quater of the Issuers' Regulations.
    1. Proposal to approve the purchase and disposal of treasury shares pursuant to articles 2357 and 2357-ter of the Italian Civil Code, following revocation of the current plan; related and consequent resolutions.

He informed the shareholders that an audiovisual recording of the meeting would be made, solely for the purposes of facilitating the drafting of the Minutes, and that no other recording devices, instruments or photographic equipment would be permitted.

He informed that, in line with legislation on the protection of individuals and other entities with respect to the use of personal data, Amplifon S.p.A. is the Data Controller and that personal data (name, surname and any other data, such as place of birth, residence and professional qualifications) of the Meeting's attendees have been and shall be collected according to the procedures and methods provided for by current regulations; the aforementioned data shall be included in the Meeting's Minutes, subject to prior manual and/or electronic processing, and may also be disclosed and notified abroad, even outside of the European Union, in line with the procedures and methods provided for by applicable regulations;

The meeting was informed that, in accordance with art. 135-undecies Legislative Decree 58/98 (TUF), the Company has appointed Omniservizi F&A S.r.l. as the entity to which shareholders may issue a mandate with voting instructions in relation to all or some of the items on the agenda.

Each Representative was invited to indicate, for each vote, the number of shares for which he did not intend to vote in accordance with art. 135 undecies TUF (lack of instructions).

The attendees were reminded that anyone leaving the Meeting must have their absence recorded, by presenting their attendance slip, which would be handed back to them on their return.

He acknowledged that all disclosures pursuant to art. 125-bis of Legislative Decree 58/1998 have been made.

He acknowledged that the Directors' reports on the items on the agenda had duly been provided to the public at the Company's head office, on the company website and in the other ways provided for by Consob Regulation 11971 of 14 May 1999, as amended (the "Consob Regulation"), by the publication date, as required by article 125-ter TUF.

He informed the Meeting that no requests had been received to include other items on the agenda (art. 126 bis TUF) and also said that no questions had been received prior to the meeting (art. 127-ter TUF).

He informed the Meeting that to date, there are no significant agreements (art. 122 TUF) relating to or having effects on shares in the Company.

He read out a list of parties holding directly or indirectly more than 2% of the share capital subscribed, with voting rights, as shown in the Company's

Shareholder Register, as well as based on the declarations received under the legislative Decree 58/1998 and other available information. He said that the percentage of share ownership refers to the share capital on the date of the related communication.

  • Ampliter NV 121,636,478 shares 54.843% of the share capital communication of 20 March 2012.
  • Tamburi Investment Partners S.p.A. n. 9.538.036 shares 4,325% of the share capital – Communication of 9 April 2013.
  • FMR LLC 11,501,700 shares 5.136% of the share capital communication of 26 July 2013.

He also informed the Meeting that journalists, experts and financial analysts had been allowed to attend the meeting, via a closed-circuit television system. A list of their names was available to the Shareholders; in addition to the above-mentioned Representatives, for organisational reasons various members of the Company and the Group were also present in the room, and a list of their names was also available to anyone who wanted to see it.

Those shareholders who did not have the legal right to vote were asked to inform the Chair.

The Chair said that the subscribed and paid-up share capital amounted to €4,495,607.02, divided into 224,780,351 ordinary shares, each with a nominal value of €0.02.

He said that, as of today, the Company directly held 7,550,000 treasury shares, corresponding to 3.359% of the share capital.

He said that in addition to himself, the directors Giampio Bracchi and Anna Puccio were also present. All the other directors were absent.

The Chair of the Board of Statutory Auditors, Giuseppe Levi, and the standing auditors Maria Stella Brena and Emilio Fano were also present.

Several representatives from the auditing firm PricewaterhouseCoopers S.p.A. were also present.

* * * *

The Chair moved on to discuss the first item on the agenda, which reads as follows:

Approval of the Financial Statements as at December 31st, 2014; reports prepared by the Board of Directors, the Board of Statutory Auditors and the Independent Auditors; allocation of the earnings for the year; related and consequent resolutions.

Consolidated financial statements as at December 31st, 2014 and the report on operations.

Information was provided on the fees paid for the legal auditing of the Group's annual and consolidated accounts for the year ending 31 December 2014, and the auditing work. They amounted to €262,333.

Legal audit of the annual accounts of Amplifon S.p.A.: € 126,164 with a total of 1885 hours worked.

Legal auditing of the consolidated accounts of the Amplifon Group: €85,759 with 818 hours worked.

Accounts audit: €12,908 with 185 hours worked.

Limited audit of the half-yearly report of Amplifon S.p.A.: €37,397 with 660 hours worked.

The Chair proposed that the reading of the Company accounts, Report on operations and – with the consent of the Chair of the Board of Statutory Auditors – also the auditors' report, be omitted. The proposal was unanimously accepted by the attendees.

He reminded the Meeting that the annual financial report for the year 2014, including the draft accounts and consolidated accounts, the Report on operations and the reports from the statutory auditors and the auditing firm, had been deposited at the head office and published in the Investors section of the Company website on 10 March 2015.

He then moved on to illustrate the key data for the Company and the Group.

  • In 2014, Amplifon S.p.A.'s revenues from sales and services was €226,530,567, with EBITDA of €38,418,163, EBIT of €30,229,966 and a profit for the year of €21,331,724.
  • The Company's net equity on 31 December 2014 was €341,764,067.
  • At consolidated level, in 2014 the Group's revenues from sales and services were €890,931,000, with EBITDA of €137,668,000 and a profit for the year of €46,475,000.
  • The consolidated statement of assets and liabilities on 31 December 2014 showed that the Group's net equity was €442,165,000 with a negative net financial position of €248,417,000.

The Chair opened the discussions on the 2014 financial statements of Amplifon S.p.A. and of the Amplifon Group.

Shareholder Rimbotti addressed the meeting, asking that his intervention be recorded in the minutes and that he be provided with a copy of the minutes as soon as they became available.

The shareholder commented on the very positive aspects of the Group's organisation and stated his appreciation of the results.

He asked whether it would be a good idea to identify other areas of business in addition to the marketing of hearing aids: for example the introduction of a service to improve the hearing of people not yet considered old enough to be the specific targets of an advertising campaign for hearing aids, by means of periodic visits to specialists.

The shareholder also asked for information about the cost of the Group's information system, whether third parties or contractors were used to manage it, and finally, information about the type of data security systems.

The shareholder concluded by commenting on the Chair of the Board of Statutory Auditors, Giuseppe Levi, who for many years was on the Board of Statutory Auditors of Banca Esperia, whose auditors Pricewaterhouse had been fined by the Bank of Italy for reporting omissions in relation to Banca Esperia.

The Chair replied that the Group was extremely attentive to the age category below its target advertising audience, and that free hearing test campaigns had already been launched. The targets were not identified on the basis of age, but the campaigns were addressed to anyone who wanted to take advantage of them.

With regard to the organisation of information systems, the Chair said that as the Group has 3,500 stores in 22 different countries, its information system is an essential management tool and receives important resources and investments, amounting to between 3 and 4% of turnover.

All of this work is done mainly with internal resources, because the Group is extremely protective of its know-how, and takes great care with the security of its systems and the protection of information which is often sensitive.

The Chair of the Board of Statutory Auditors then informed the Meeting that he had chaired the Board of Statutory Auditors of Banca Esperia from 2000 until March 2009, and therefore he could say nothing with regard to the communication from the Bank of Italy in 2014.

The Chair added that there was complete satisfaction with Mr Levi's work as Chair of the Board of Statutory Auditors, and that no comments could be made in relation to the alleged irregularities by Pricewaterhouse, which was not a topic for discussion at this meeting.

Shareholder Rimbotti replied, saying that he intended to propose loyalty schemes for potential customers. With regard to the information systems, he asked whether the Accenture Group provided information support to Amplifon.

The Chair replied that the new advertising campaign is following exactly the direction mentioned by the shareholder, and that the Group relies on various consultants in different fields: therefore it is possible that Accenture will be doing some of the work, but he can certainly say that Accenture is not Amplifon's main partner, nor the primary supplier of Information Systems services.

As nobody else asked to speak, the Chair declared the discussion closed.

He informed the shareholders of the final data on the shares present or represented.

6 (six) shareholders were present on their own account or by proxy, representing 187,440,273 shares equal to 83.388% of the share capital.

Mr. Carlo Maria Zilli declared that some of the Shareholders that he represented by proxy gave him instruction to "No vote" for n. 934,000 shares, equal to 0,416% of the share capital. Therefore the voting shares are n. 186,506,273 equal to 82.973% of the share capital. The Chair asked the shareholders not to leave the room during the vote; he asked that if anybody wanted to leave the room, they do so now before the voting started.

He therefore put the approval of the Company's financial statements for the year ending 31 December 2014 to the vote, by show of hands.

He invited any shareholders who had voted against, or who had abstained, to hand in their duly completed slips to the Representatives.

He declared that the 2014 financial statements had been approved by a majority vote, and read out the results, which are annexed to these minutes.

The Chair then moved on to discuss the Allocation of the earnings for the year.

The draft financial statements of Amplifon S.p.A. as at 31 December 2014, which were presented to the Meeting and were approved in the previous resolution, showed net profits of €21.3 million (€32.6 million as of 31 December 2013).

The results allowed the distribution of a dividend of 4.3 Euro cents per share, to the shareholders.

The total dividend would vary depending on the number of shares with ordinary rights held on the dividend payment date, net of the Company's treasury shares (currently 7,550,000, equivalent to 3.359% of the share capital on the same date).

On the date of this meeting, the countervalue amounted to €9,340,905.

As indicated in the published Report, which was handed out at the entrance, the Board of Directors has proposed the approval of the following motion:

    1. to allocate the earnings for the year as follows: distributing a portion of the earnings, as dividends, to the shareholders, in the amount of Euro 0.043 per share and to allocate the residual earnings as retained earnings.
    1. To grant the chief executive officer a mandate to verify, based on the exact number of remunerated shares, the amount of profit distributed and of retained earnings.
    1. To authorise the payment of dividends on May 20, 2015, with coupon payments on May 18, 2015.

As nobody had asked to speak, the discussion was declared closed.

The shareholders were informed of the final figures on the shares present or represented, with the number remaining unchanged compared to the previous vote, also with reference to "No vote" instructions previously declared by the shareholder Carlo Maria Zilli.

The Chair asked the shareholders not to leave the room during the vote; he asked that if anybody wanted to leave the room, they do so now before the voting started.

The proposed allocation of profits was put to the vote, by show of hands.

The shareholders who had voted against or had abstained were asked to hand in their duly completed voting slips to the Representatives.

The Chair declared that the above motion had been approved with a majority vote, and read out the results, which will be attached to these minutes.

The Chair then moved on to deal with the second item on the agenda:

Appointment of a Director pursuant to art. 2386, 1st paragraph of the Italian Civil Code; related and consequent resolutions.

The Chair reminded the Meeting that article 15 of the Bylaws provides that if one or more Directors resign during the year, the procedure set out in art. 2386 civil code will be followed, provided that the majority is always made up of directors appointed by the Meeting. If one or more of the Directors who have left the Board were from a list containing also names of non-elected candidates, the Board of Directors shall proceed with their replacement by appointing, in a consecutive order, subjects taken from the list to which the leaving Director belonged, provided that they are still eligible and willing to accept the appointment. In all cases, the Board shall appoint members so as to ensure the presence of independent Directors in the total minimum number required by the pro-tempore legislation, and in compliance with the gender requirements, i.e. in the percentages set forth by the pro-tempore applicable legislation.

The Chair informed the Meeting that on 7 January 2015, the independent director Luca Garavoglia, belonging to the List submitted to the Shareholders' Meeting on 17 April 2013 by Ampliter N.V., resigned for personal reasons, with immediate effect.

Since the person with the above described characteristics of eligibility has declared to the Board to be unavailable to accept the appointment and since no other candidates, not previously elected, are left on the list, the Board of Directors of Amplifon S.p.A., in the meeting of January 29, 2015, has coopted, by unanimous resolution approved by the Board of Statutory Auditors, Anna Puccio as the new non-executive member of the Board of the Company, replacing Luca Garavoglia.

The Board has evaluated Anna Puccio as an independent Director, pursuant to the requirements set forth in art. 147-ter, paragraph 4 of Legislative Decree of February 24, 1998 n. 58 (T.U.F.) and in the (Italian) Corporate Governance Code for Listed Companies, pursuant to the information provided by the party in question and other information available to the Company.

The Chair also informed the Meeting that on 17 April 2013, the Meeting of shareholders decided that the number of Board members would be eight.

The Board of Directors thus proposed that the director Anna Puccio be added to the existing Board, confirming the decision made by the Board at the meeting on 29 January 2015.

The CV of the new director, and her declaration of acceptance of the mandate and compliance with the requirements for an independent director (art. 147b Legislative Decree no. 58/1998 and art. 3 Code of Self-Governance) has been made available to the public at the Company's head office and on its website. Copies of the above documents were handed out at the entrance to the meeting room.

The Board of Directors thus proposed that the following resolution be approved:

"The shareholders' meeting of Amplifon S.p.A.,

  • having acknowledged the information provided by the directors

  • having acknowledged that the Shareholders' Meeting has determined that the number of Board members would be eight, with a term of office of three years until the date of the meeting called to approve the financial statements for the year ending 31 December 2015;

resolves

to appoint Anna Puccio as a Director of the Company, with the same duration as the other directors currently in office, and therefore until the meeting called to approve the financial statements for the year ending 31 December 2015".

The Chair opened the discussion on the motion set out above.

Shareholder Rimbotti addressed the meeting, and having reminded the attendees that Anna Puccio was previously Senior Strategy Advisor at Accenture and that she is currently the Secretary-General and director of the Accenture Foundation, added that he does not consider there to be any problems with the proposed appointment, as he understands that any relationship with Accenture will not be significant enough as to involve the Board of Directors.

The Chair confirmed that there are no issues with the appointment of Ms Puccio as a Director.

As nobody else asked to speak, the discussion was declared closed.

The Chair informed the shareholders of the final data for the shares present or represented.

Mr. Carlo Maria Zilli declared that the Shareholders that he represented by proxy gave him instruction to "No vote" for n. 1,511,205 shares, equal to 0,672% of the share capital. Therefore the voting shares on the second item are n. 185,929,068 equal to 82.716% of the share capital.

The Chair asked the shareholders not to leave the room during the vote; he asked that if anybody wanted to leave the room, they do so now before the voting started.

He then put Anna Puccio's appointment as Director to the vote, by show of hands.

Shareholders voting against or abstaining were asked to hand in their duly completed voting slips to the Representatives.

The Chair declared that the proposal had been approved with a majority vote, and read out the results, which will be attached to these Minutes.

The Chair then moved on to deal with the third item on the agenda:

Appointment of the Board of Statutory Auditors and related remuneration.

The Chair reminded the Meeting that the term of office of the Board of Statutory Auditors expired with the approval of the financial statements for the year ending 31 December 2014, and therefore the new Board must be elected for the period 2015-2017.

Pursuant to article 24 of the current Articles of Association, the Board of Statutory Auditors is represented by three statutory auditors and two alternate auditors who must meet the requirements and the responsibilities set forth by the law. The minority is reserved the right to appoint one Statutory Auditor and one Alternate Auditor.

The Board of Statutory Auditors is elected on the basis of lists submitted by shareholders and/or groups of shareholders who hold shares with voting rights representing at least 1% of the share capital, as subscribed on the date the list is submitted, with voting rights within the Ordinary Shareholders' Meeting. The lists must include the names of the candidates, marked by a consecutive number and, in any case, in a number not exceeding the number of members to be elected.

The lists must include candidates for the position of Statutory Auditor and for the position of Alternate Auditor of both genders, so as to ensure a gender balance, pursuant to the applicable pro-tempore legislation.

The first and second candidates for Standing Auditors on the list that receives the majority of votes will be elected, along with the first candidate on the minority list who receives a majority of votes. The first Alternate Auditor on the list that receives a majority of votes will be elected along with the first candidate on the minority list who receives a majority of votes.

Each shareholder cannot submit or jointly submit, nor can he/she, as any other subject with voting rights, vote for more than one list, not even through a third party or a trustee. In addition, the shareholders who: pursuant to article 93 of Legislative decree of February 24, 1998 n. 58 (TUF) are in a controlling relationship with one another or are subject to a joint control, even if the controlling party is a physical person; or (ii) participate in a relevant corporate agreement pursuant to article 122 of Legislative Decree of February 24, 1998 n. 58 (TUF) or (iii) participate in this corporate agreement and are, pursuant to the law, controlling, or controlled by, or subject to a joint control of one of the participating shareholders, cannot submit or submit jointly with others more than one list, nor can they vote for different lists. The agreements and votes expressed in breach of this rule, will not be attributed to any list.

The members of the Board of Statutory Auditors are elected in accordance with article 24 of the Bylaws, as follows:

  • from the list obtaining the highest number of votes, two standing auditors and one alternate will be taken, in the order indicated on that list;
  • the other standing auditor (who will chair the Board) and the second alternate auditor will be taken from the list attaining the highest number of votes after the first, and which has no direct or indirect links to the shareholders who submitted or voted on the preceding list, in the order indicated on the list itself.

As regards to the remuneration to be paid to the members of the Board of Statutory Auditors, the Board of Directors proposes, for the period 2015- 2017, Euro 30,000.00 (thirty thousand) a year as a remuneration for each of the Statutory Auditors and Euro 45,000.00 (forty five thousand) a year as remuneration for the Chairman of the Board of Statutory Auditors.

The above fees will not vary for the whole of the three-year period.

The Chair informed the Meeting that on 26 March 2015, the majority shareholder Ampliter NV, which holds 53.12% of the ordinary shares in Amplifon S.p.A. submitted a List, together with the candidate's personal and professional profiles and the additional documents required by laws in force. This list will be identified as No. 1, for voting purposes.

List 1 contained the following candidates:

Standing auditors:

  1. Fano Emilio

2. Brena Maria Stella

  1. Levi Giuseppe

Alternate auditors:

1. Mezzabotta Claudia

2. Coazzoli Mauro

On 25 March 2015, several minority shareholders, owning a total of 1.07% of the ordinary shares of Amplifon S.p.A. submitted a second list, identified as No. 2 for voting purposes, together with the candidate's personal and professional profiles and the additional documents required by current laws.

List 2 contained the following candidates:

Standing auditors:

1. Pagani Raffaella

Alternate auditors:

1. Grange Alessandro

The Chair informed the Meeting that both the Lists have been made available to the public at the head office, and were published on the Company's website on 30 March 2015.

Considering that all the information relevant to the vote has been made public, the Chair proposed that he be exempted from reading out the supporting documents. The attendees expressed their agreement.

Having acknowledged the election procedure under Art. 24 of the Bylaws, the Board of Directors then invited the Meeting to appoint the Board of Statutory Auditors for the period 2015-2017 according to the submitted Lists. The board thus elected will remain in office until approval of the financial statements for the year ending 31 December 2017.

The Chair opened the discussion.

Shareholder Rimbotti addressed the Meeting, and said that considering the electoral system, it is highly likely that Alessandro Grange will not be part of the Board of Statutory Auditors. Considering that Mr Grange has previously chaired the Board of Statutory Auditors of Porti Imperia S.p.A., which has also been inspected by the Finance Police and has been the subject of attention from public prosecutors, he would like to know the dates on which Mr Grange was a member of that company's Board of Statutory Auditors, and whether any complaints had been received.

The Chair replied, saying that the candidate had been proposed by the minority shareholders, that the checks by the company had not revealed any irregularities and that there were therefore no issues in this regard.

As nobody else asked to speak, the discussion was declared closed.

The shareholders were informed of the final data on the shares present or represented, which had remained unchanged compared to the vote on the previous item, then, in absence of "No vote" instructions, N.o 187,440,273 shares equal to 83.388% of the share capital.

The Chair asked the shareholders not to leave the room during the vote; he asked that if anybody wanted to leave the room, they do so now before the voting started.

He then put each List to the vote, by show of hands:

Those in favor of List 1 were asked to raise their hand;

Those in favor of List 2 were asked to raise their hand;

Those voting against were asked to raise their hand;

Those abstaining were asked to raise their hand.

Each shareholder was asked to mark his or her vote on the voting sheet, for sorting purposes.

To facilitate the process, all shareholders were asked to deliver their duly completed voting slips to the Representatives.

He declared that the proposal had been approved with the following majorities:

Shares in favor of List 1 - 129,742,286 representing 69.22% of the capital represented at the meeting, and 57.720% of the share capital.

Shares in favor of List 2 - 57,602,092, representing 30.73% of the capital represented at the meeting, and 25.626% of the share capital.

Shares against all the lists – 95,885, representing 0.05% of the capital represented at the meeting, and 0.043% of the share capital.

Shares abstaining for all lists – 10

The results of the votes, after application of the procedure referred to in article. 24 of the Bylaws, determined the appointment of the following candidates:

Standing auditors:

Taken from List 1.

    1. Fano Emilio
    1. Brena Maria Stella

Taken from List 2.

  1. Pagani Raffaella

Alternate auditors:

    1. Mezzabotta Claudia (taken from List 1)
    1. Grange Alessandro (taken from List 2)

The Chair declared that the results of the votes complied with article 24 of the Bylaws, and with current provisions of laws and regulations on gender balance.

He therefore declared that the Meeting had approved the following resolution:

"The ordinary shareholders's meeting of Amplifon S.p.A., having acknowledged the results of the above voting procedure, and the declared results, has resolved to appoint the following persons as members of the Board of Statutory Auditors for 2015-2017

Standing auditors:

Pagani Raffaella (who will chair the Board) Fano Emilio Brena Maria Stella

Alternate auditors:

Mezzabotta Claudia Grange Alessandro

The annual fee payable to each standing auditor for the period 2015-2017 will be €30,000, with the Chair of the Board receiving the annual fee of €45,000. The above fees will not vary for the whole of the three-year period.

The Chair then moved on to deal with the fourth item on the agenda:

Directors' remuneration for FY 2015.

The Chair reminded the Meeting that, as permitted by article 22 of the Bylaws, the Meeting of 16 April 2014 had determined the remuneration payable to the Directors for 2014 at €1,100,000.00, to be allocated to the costs for the year in question.

With regard to 2015, the Board of Directors proposed, partly on the basis of considerations by the Remuneration & Appointments Committee, that the directors be paid a remuneration of €1,100,000.00, therefore unchanged compared to the previous year. The amount would be allocated to the costs for the year in question.

The Chair thus proposed that the following resolution be adopted:

"The ordinary Shareholders' Meeting of Amplifon S.p.A., convened in a single call, on April 21, 2015, having acknowledged the rights granted by the Articles of Association,

resolves

to assign to the Directors a remuneration for the year 2015 of Euro 1,100,000.00 to be recognised under the expenditures for the year in question".

The Chair opened the discussion on the motion set out above.

As nobody had asked to speak, the Chair declared the discussion closed.

The shareholders were informed of the final figures on the shares present or represented.

Mr. Carlo Maria Zilli declared that the Shareholders that he represented by proxy gave him instruction to "No vote" for n. 1,511,205 shares, equal to 0,672% of the share capital. Therefore the voting shares on this item are n. 185,929,068 equal to 82.716% of the share capital

The Chair asked the shareholders not to leave the room during the vote; he asked that if anybody wanted to leave the room, they do so now before the voting started.

The proposed Directors' remuneration for 2015, as illustrated above, was put to the vote by show of hands.

Shareholders voting against or abstaining were asked to hand in their duly completed voting slips to the Representatives.

The Chair declared that the proposal had been approved with a majority vote, and read out the results, which will be attached to these Minutes.

The Chair then moved on to deal with the fifth item on the agenda:

Amendment to the Performance Stock Grant Plan 2014-2021 ("New Performance Stock Grant Plan 2014-2021"). Approval of the list of the directors, potential beneficiaries.

The Board of Directors has summonsed the shareholders in order to submit for their approval a variation to the stock grant plan for 2014-2021, which was approved in accordance with article 114-bis 1) Legislative Decree 58/1998 (Finance Consolidation Act) by this Meeting on 16 April 2014, with the aim of extending the Plan to include staff who were not directly employed by the Company.

The proposal was mainly addressed to the Top Performing Audiologists (cluster 3) considering the excellent results in terms of retention among these key personnel following introduction of the Plan. More specifically, this extension will allow for the inclusion of agents who are currently operating in Italy, Spain and Belgium with the purpose of adequately supporting the various business models through which the Group Amplifon operates.

No additional changes to the other items of the Plan are hereby proposed, including the number of available rights, the time frames and conditions for granting, which remain unchanged.

Please, refer to the Information Document attached to the Report – prepared pursuant to article 84-bis of the regulations adopted by Consob with resolution n. 11971 of May 14, 1999 (so-called Issuers' Regulations), as amended, where some changes were made in line with the change proposed above.

We also wish to inform the Shareholders' Meeting that the list of beneficiaries holding office as members of the Board of Directors of the Issuer or holding office as Directors in companies controlled by the Issuer, was updated by the Issuer on 28 February 2015 in order to also include possible new allocations pursuant to the "New Performance Stock Grant Plan 2014-2021", as approved by the Shareholders' Meeting on April 16, 2014.

The list of names is included in the explanatory report, which was handed out at the entrance to the meeting room. The Chair asked to be exempted from reading out all the names, and the attendees unanimously agreed.

In consideration of the above, the Board of Directors submitted the following motion for approval by the Meeting:

"The Ordinary Shareholders' Meeting of Amplifon S.p.A. after evaluating the changes proposed to the "New Performance Stock Grant Plan 2014-2021", after reviewing the Information Document prepared pursuant to article 84-bis of the regulations adopted by Consob with resolution n. 11971 of May 14, 1999, as subsequently amended, and having acknowledged the report prepared by the Directors

Resolved

  • to approve the proposal submitted by the Board of Directors about the "New Performance Stock Grant Plan 2014-2021" and to grant to the Board of Directors all the powers necessary or appropriate to enact this resolution;
  • to approve the updated list of potential beneficiaries holding office as members" of the Board of Directors of the Issuer or as Directors of companies controlled by the Issuer".

The Chair opened the discussion.

As nobody asked to speak, he declared the discussion closed.

The shareholders were informed of the final figures on the shares present or represented, with the number remaining unchanged compared to the previous vote.

The Chair asked the shareholders not to leave the room during the vote; he asked that if anybody wanted to leave the room, they do so now before the voting started.

He then put to the vote, by show of hands, the approval of the variation to the 2014-2021 stock grant plan, and approval of the list of potential beneficiaries.

Shareholders voting against or abstaining were asked to hand in their duly completed voting slips to the Representatives.

The Chair declared that the motion as illustrated above had been approved by the majority, and read out the results of the votes, which will be annexed to these minutes.

The Chair then moved on to discuss the sixth item on the agenda:

Remuneration Statement pursuant to art. 123-ter of Legislative Decree n. 58/98 ("TUF") and art. 84-quater of the Issuers' Regulations.

The Chair began by reminding the shareholders that they had been summonsed to vote, in a consultative capacity, pursuant to art. 123-ter, par. 6of the Legislative Decree 58/1998, on the first section of the Report on remuneration, which had been prepared by the Company in accordance with art. 84-quater and Appendix 3A Chart 7-bis of Consob Regulation no. 11971 of 14 May 1999, as amended.

The first section of the Statement illustrates the policy of Amplifon S.p.A. and its subsidiaries with regard to remuneration.

The full Remuneration Statement was made available to the public on 10 March 2015. A copy of the document was handed out at the entrance to the meeting room.

If the shareholders approve the contents of the Remuneration Statement, they are asked to adopt the following resolution:

"The Shareholders' Meeting of Amplifon S.p.A., having reviewed the first section of the remuneration statement prepared by the Company, hereby approves its contents in accordance with article 123-ter, par. 6 of the Legislative Decree 58/1998 and for all legal purposes.".

As nobody asked to speak, the Chair declared the discussion closed.

The shareholders were informed of the final data on the shares present or represented, with no changes occurring compared to the previous vote.

The Chair asked the shareholders not to leave the room during the vote; he asked that if anybody wanted to leave the room, they do so now before the voting started.

He put to the vote the approval of the Remuneration Statement, by a show of hands.

Shareholders voting against or abstaining were asked to hand in their duly completed voting slips to the Representatives.

The Chair declared that the motion as illustrated above had been approved by the majority, and read out the results of the votes, which will be annexed to these minutes.

The Chair then moved on to deal with the seventh and final item on the agenda, which reads as follows:

Proposal to approve the purchase and disposal of treasury shares pursuant to articles 2357 and 2357-ter of the Italian Civil Code, following revocation of the current plan; related and consequent resolutions.

The Chair briefly outlined the contents of the Directors' report prepared by the

Board of Directors in accordance with article 73, par. 1 of Consob Regulation, articles 2357 and 2357-ter Italian Civil Code, and article 132 Legislative Decree no. 58/1998, referring the shareholders to the above report for more information. A copy was provided to them at the entrance to the meeting room.

The Chair then continued by saying that authorisation to implement the purchase and disposal, on one or more occasions and on a revolving basis, of a maximum number of ordinary shares of Amplifon S.p.A., which, where the purchase option is exercised in full and taking into account treasury shares already in the portfolio, will result in the Company holding a maximum of 10% of its share capital (at the date of this shareholders' meeting, therefore, max. no. 22,478,035 ordinary shares with a nominal value of Euro 0.02 each).

The authorisation is requested after revocation of the existing plan, which was approved by the Meeting held on 16 April 2014, thus expiring on 16 October 2015.

The Board of Directors believes that the reasons that were at the basis of its request for authorisation to the purchase and disposal of treasury shares it submitted at the time are still applicable.

The request of authorisation to the Shareholders' Meeting is motivated by the opportunity of providing the Company with an effective tool that enables it to pursue the objectives detailed below:

  • (i) have treasury shares available to service stock-based incentive plans, both existing and future, benefiting directors and/or employees and/or partners of the Company or its subsidiaries;
  • (ii) use treasury shares as a means of payment in the acquisition of companies or the exchange of equity interests.

It should be noted that, the authorisation request pertains to the Board of Director's ability to effect repeated and successive sale and purchase transactions (or other disposal transactions) of treasury shares on a rotating basis (the so-called revolving transactions), also for fractions of the max. allowed quantity, so that, at any time, the quantity of shares subject to the proposed purchase and held in the company's portfolio does not exceed the threshold provided for by the Law and by the Shareholders' Meeting's authorisation.

To date, the Company holds 7,550,000 treasury shares, equivalent to 3.359% of the share capital. They were purchased on the market according to two purchase plans authorised by the ordinary shareholders' meeting respectively on 27 April 2006 and 16 April 2014.

In addition, in accordance with article 2357, par. 1, Italian Civil Code, the purchase of treasury shares is permitted up to the limit of the distributable profits and available reserves, as recorded on the last duly approved financial statements.

The purchase authorisation is requested for the maximum duration permitted by Article No. 2357, par. 2, of the Italian Civil Code and, therefore, for a period of 18 months from the date on which the Shareholders' Meeting approves it.

The authorisation to the sale of treasury shares for subsequent repurchase is requested without a time limit, in light of the non-existence of legal provisions in this respect and the opportunity of maximising the time period during which the sale can be effected.

The Board of Directors proposes that the unit price for the purchase of shares shall be established from time to time for each transaction, notwithstanding the fact that it may be neither higher nor lower than 10% of the share's reference price on the trading day prior to each individual purchase transaction.

The authorisation for purchase is requested for the maximum period permitted under article 235, par. 2, Italian Civil Code, and therefore for 18 months with effect from the authorisation date.

The Chair opened the discussion on the above motion.

As nobody had asked to speak, the discussion was declared closed.

The shareholders were informed of the final data on the shares present or represented, which were as follows:

7 (seven) Shareholders were present, either on their own account or by proxy, representing 187,443,073 ordinary shares equivalent to 83.389% of the share capital.

The Chair asked the shareholders not to leave the room during the vote; he asked that if anybody wanted to leave the room, they do so now before the voting started.

The following proposal was put to the vote, by show of hands:

The Ordinary Meeting of Shareholders of Amplifon S.p.A.:

  • having examined the report prepared in compliance with Article 73 and Annex 3A, Scheme No.4, of the Regulation adopted with Consob Resolution No. 11971 of 14 May 1999 (as subsequently amended and integrated);
  • acknowledging that, on the date of this Shareholders' meeting, Amplifon S.p.A. holds 7,550,000 treasury shares and that none of its subsidiary companies holds shares in Amplifon S.p.A.;
  • seeing the opportunity of issuing an authorisation for the purchase and disposal of treasury shares enabling the Company to carry out purchase and disposal transactions of treasury shares for the purposes of, and in compliance with, the methods indicated in the Report of the Board of Directors, following revocation of the current plan;

resolves

    1. to revoke, with effect from today, the share purchase and disposal plan approved by the Shareholders' meeting on 16 April 2014, as to the part that has not been executed.
    1. to authorise, pursuant to Article No. 2357 of the Civil Code, the purchase, in one or more occasions, of a maximum number of ordinary

shares resulting - where the option herewith granted is exercised in full within the maximum deadline indicated below - in the company holding a number of shares equal to max. 10% of the share capital, in full compliance with all limits set by the Law and taking into account the shares already held as in its portfolio, for the pursuit of the objectives highlighted in the Report of the Board of Directors and at the following terms and conditions:

  • − shares may be purchased up until expiry of the eighteenth month from the date of this Resolution; the last purchase made within this deadline will have to include a number of shares such as to allow compliance with the aforementioned overall 10% threshold;
  • − the shares may be purchased at a unit price that is not 10% lower or higher than the share's reference price recorded on the trading day before each individual purchase transaction;
  • − the shares may be purchased on regulated markets also through the sale and purchase of derivative instruments negotiated on regulated markets that entail the physical transfer of underlying shares, as well as through the proportional allocation of sale options to shareholders;
  • − the purchase may be carried out in line with one of the methods described by the joint provisions of Article No. 132 of Legislative Decree No. 58 or 24 February 1998 and Article No. 144-bis of Consob Resolution No. 11971 of 14 May 1999, with the only exception of public tender offers for purchase of exchange, taking into account the specific exemption provided for by Paragraph 3 of the aforementioned Article No. 132 of Legislative Decree No. 58 of 24 February 1998, and, at any rate, in line with any other methods permitted by legal and regulatory provisions on the matter;
    1. to authorise, pursuant to Article No. 2357-ter of the Civil Code, executing sales transactions, in one or more occasions, on treasury shares purchased, in compliance with applicable legal and regulatory provisions, in order to pursue the objectives described in the Report of the Board of Directors and the following terms and conditions:
  • − the shares may be sold or otherwise transferred at any time, without time limits;
  • − sales transactions may also be effected before purchases are exhausted, and may take place in one or several occasions through a sale to be effected on the market, outside the market, or through block sales and/or assignment to Directors, employees and/or partners working for the Company and/or its Subsidiaries, in implementation of share incentive plans and/or through other disposal transactions, within transactions implying the swapping or sale of shareholdings also by exchanging or contributing shares, or, lastly, for capital transactions implying the allocation or sale of treasury shares (such as, for instance, mergers, demergers, issue of convertible obligations or warrants based on treasury shares);

  • to grant the Board of Directors full powers to execute this resolution, with the express right of delegation, also by approving all provisions or executing the relevant purchase plan ".

The Chair asked the shareholders who had voted against or had abstained to deliver their duly completed voting slips to the Representatives.

The Chair declared that the motion as illustrated above had been approved by the majority, and read out the results of the votes, which will be annexed to these minutes.

There being no further matters to discuss, the Chair thanked the attendees and declared the Meeting closed at 11.10 a.m.

Chair Secretary Franco Moscetti Luigi Colombo

Allegato 1

AMPLIFON S.P.A. ASSEMBLEA ORDINARIA 21 aprile 2015

Elenco presenti e risultati delle votazioni

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Situazione alle ore 10:00

Intervenuti numero 5 persone fisiche rappresentanti in proprio o per delega numero 206 azionisti

per numero azioni ordina 187.440.263 rie pari al 83,388% del capitale sociale

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Delegato Cognome / Ragione sociale Nome Quantità
CUMINETTI GIUSEPPE
AMPLIETR NV 63.600.996
AMPLITER NV 55.785.124
CARLO MARIA GIAMBALIVO ZILLI
THE OAKMARK INTERNATIONAL SMALL CAP FUND 7.049.693
ACADIAN ACWI EX US SMALL CAP FUND 4.683
ACADIAN GLOBAL MANAGED VOLATILITY EQUITY FUND LLC 29.234
ALLIANZ GLOBAL INVESTORS KAPITALANLAGEGESELLSCHAF 3.006.322
ALTRIA CORPORATE SERVICES MASTER RETIREM 17.539
ARIZONA STATE RETIREMENT SYSTEM 7.867
ARROWSTREET GLOBAL EQUITY ALPHA EXTENSION FUND 57.750
ARROWSTREET GLOBAL EQUITY ALPHA EXTENSION FUND 15.045
BAYVK A3 FONDS 175.557
BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN 1.076
BROWN BROTHERS HARRIMAN TRUSTEE SERVICES (IRELAND) LIMITED 40.885
CENTRAL PENSION F OF INT UNION OF OPERAT & PART EMPL 56.968
CF DV ACWI EX-U.S. IMI FUND 1.225
CITITRUST LTD 9.740
CLEARWATER INTERNATIONAL FUND 56.711
COLONIAL FIRST STATE INVESTMENTS LTD. 19.202
COLONIAL FIRST STATE INVESTMENTS LTD. 8.434
COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPL. RETIR.SYST. 964.863
CORNELL UNIVERSITY 227.500
COUNTY EMPLOYEES ANNUITY AND BENEFIT FUND OF COOK COUNTY 177.643
DEUTSCHE X-TRACKERS MSCI EMU HEDGED EQUITY ETF
DOMINION RESOURCES INC. MASTER TRUST
175
103.202
EMPLOYEES' RETIREMENT FUND OF THE CITY OF FORT WORTH 51.903
EXELON CORPORATION PENSION MASTER RETIREMENT TRUST 45.338
FCP AVA EUROPE 4 FOND DEDIE' 188.048
FLORIDA RETIREMENT SYSTEM 313.500
FRANKLIN TEMPLETON FOREIGN SMALLER COMPA 103.868
FRANKLIN TEMPLETON INVESTMENT FUNDS 359.100
FRANKLIN TEMPLETON INVESTMENT FUNDS 225.640
FRANKLIN TEMPLETON INVESTMENT FUNDS 89.913
GMO FOREIGN SMALL COMPANIES FUND 1.812.609
IGS-ACTIONS EUROPE EVOLUTION 44.215
ING LIFE 627.368
INTERVENTURE EQUITY INVESTMENTS LIMITED 74.100
INVESTIN PRO F.M.B.A. 18.712
JAPAN TRUSTEE SERVICES BANK LTD AS TRUST 5.760
JNL/FRANKLIN TEMPLETON INTERNATIONAL SMA 77.930
JOHN HANCOCK FUNDS II INTERNATIONAL SMALL CAP FUND 614.675
JPMORGAN FUNDS EUROPEAN BANK AND BC 450.543
JPMORGAN FUNDS EUROPEAN BANK AND BC 86.508
JPMORGAN FUNDS EUROPEAN BANK AND BC 57.080
LEGAL AND GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITED 2.519
LGT MULTI MNGR FD II 42.102
LIBERTY MUTUAL RETIREMENT PLAN MASTER TRUST 79.639
LUCENT TECHNOLOGIES INC. MASTERPENSION TRUST 105.013
LYXOR VISIUM INSTITUTIONAL PARTNERS FUND LIMITED
MARYLAND STATE RETIREMENT & PENSION SYSTEM
18.664
119
MASTER TR AGREE BETWEEN PFIZER INC AND THE NORTHERN TR CO 68.544
MERCER DIOCESE OF BROOKLYN LAY PENSION INVESTMENT TRUST 30.257
MERCER GLOBAL ENHANCED LOW VOLATILITY SHARES FUND 70.190
MERCER GLOBAL LOW VOLATILITY EQUITY FUND 64.726
METZLER INVESTMENT GMBH FOR MI-FONDS 415 150.000
MGI FUNDS PLC 25.734
MICROSOFT GLOBAL FINANCE 44.858
MINISTER FOR FINANCE (ISIF MANAGED AND CONTROLLED BY NTMA) 1
MUNDER INTERNATIONAL SMALL-CAP FUND 402.040
MUNICIPAL EMPLOYEES' RETIREMENT SYSTEM OF MICHIGAN 31.142
NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST 9.868
NEW MEXICO STATE INVESTMENT COUNCIL 199.908
Delegato Cognome / Ragione sociale Nome Quantità
NORTHWESTERN UNIVERSITY 94.200
ODDO ET CIE 1.973.161
ODDO EUROPE VALEURS MOYENNES 45.262
ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM 4.592
PALATINE FRANCE SMALL CAP 57.000
PANAGORA DYNAMIC GLOBAL EXTENDED ALPHA FUND LTD 54.198
PEERLESS INSURANCE COMPANY 100.355
PENSION RESERVES INVESTMENT TRUST FUND 47.683
PF INTERNATIONAL SMALL CAP FUND 68.482
ROGERSCASEY TARGET SOLUTIONS LLC. 4.414
SCOTIA PRIVATE INT SMALL MID CAP VALUE 31.825
SEI INVESTMENTS (EUR) LIMITED SEI INV.TIME AND LIFE BUILDING 10.013
SHELBY COUNTY RETIREMENT SYSTEM 4.801
SHELL PENS. TRUST LTD AS TRUSTEE OF SHELL CONTRIBUTORY PENSION FD 45.654
SHELL TRUST (BERMUDA) LIMITED AS TRUSTEE 5.339
SHELL TRUST (BERMUDA) LTD AS TRUSTEE OF THE SHELL OVERSEAS C.P.FD 18.134
SLI GLOBAL SICAV GLOBAL FOCUSEDSTRATEGIES FUND 20.469
STATE OF MONTANA BOARD OF INVESTMENTS 1.418
STICHTING BEDERIJFSTAKPENSIONEN FONDS 166.490
STICHTING F AND C MULTI MANAGER EUROPEAN EQUITY ACTIVE 22.380
STICHTING PENSIOENFONDS ING 53.033
STICHTING SHELL PENSIOENFONDS 103.790
STICHTING SHELL PENSIOENFONDS
SUNSUPER SUPERANNUATION FUND
23.570
40.371
SUPER FUNDS MANAG CORP SOUTH AUSTRALIA 207.200
TEMPLETON FOREIGN SMALLER COMP SERIES 1.094.700
TEMPLETON GLOBAL SMALLER COMPANIES 708.901
TEMPLETON GLOBAL SMALLER COMPANIES FUND. 313.430
TEMPLETON INT SMALLER COMPANIES FUND 618.591
THE BOEING COMPANY EMPLOYEE RETIREMENT P 502.900
THE GE UK PENSION COMMON INVESTMENT FUND 60.673
THE WALT DISNEY COMPANY RETIREMENT PLAN MASTER TRUST 42.514
TREASURER OF THE STATE OF NORTH CAROLINA EQUITY INV. FD POOLED 42.784
TRUSTEE FOR INTERNATIONAL EQUITIES SECTO 23.982
UAW RETIREE MEDICAL BENEFITS TRUST 4.010
UAW RETIREE MEDICAL BENEFITS TRUST 2.273
UAW RETIREE MEDICAL BENEFITS TRUST 2.182
UAW RETIREE MEDICAL BENEFITS TRUST 1.988
UBS ETF 1.719
UBS FUND MGT (CH) AG CH0516/UBSCHIF2-EGSCPII 8.389
UNITED TECHNOLOGIES CORP. MASTER RETIREMENT TRUST 27.691
UPS GROUP TRUST 84.241
VIRGINIA RETIREMENT SYSTEM 28.579
VOYA MULTI-MANAGER INTERNATIONAL SMALL CAP FUND 54.732
WEST VIRGINIA INVESTMENT MANAGEMENT BOARD 32.745
WISDOMTREE EUROPE SMALLCAP DIVIDEND FUND 38.688
WISDOMTREE ISSUER PUBLIC LIMITED COMPANY 6.367
ACI MULTI STRATEGY MARKET NEUTRAL MASTER FUND LP
ADVANCED SERIES TRUST -AST FI PYRAMIS QUANTITATIVE PORTFOLIO
76.045
56.800
ALASKA PERMANENT FUND CORPORATION 1
BELL ATLANTIC MASTER TRUST 1
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM 12.596
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM 6.671
CITY OF NEW YORK GROUP TRUST 408.252
CITY OF NEW YORK GROUP TRUST 371.911
CITY OF NEW YORK GROUP TRUST 89.986
COLLEGE RETIREMENT EQUITIES FUND 13.446
COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPL. RETIR.SYST. 1
COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPL. RETIR.SYST. 1
COX ENTERPRISES INC MASTER TRUST 1.952
CURATORS OF UNIVERSITY OF MISSOURI AS TTE UNV MO RET, DISABILITY 1
FID CHARLES STREE FID GLOBAL BALANCED FD 157.800
FIDELITY ADV SER VII HEALTH CARE FD 761.295
Delegato Cognome / Ragione sociale Nome Quantità
FIDELITY CENTR. INVEST.PORTF. LLC: FIDELITY HEALTH CARE CENTRAL FUND 589.643
FIDELITY COMMONWEALTH TRUST FID MID-CAP STOCK FD 3.125.982
FIDELITY INVESTMENT TRUST: FIDELITY EUROPE FUND 2.143.000
FIDELITY MOUNT VERNON STREET NEW MILLENN 1.554.550
FIDELITY SELECT GLOBAL SMALL CAP FUND 113.845
FIDELITY SELECT PORT MEDICAL EQ SYS PORT 1.530.000
FIDELITY SELECT PORTF HEALTH CARE LEAD 3.000.000
FIDELITY U.S. ALL CAP FUND 283.300
FIDELITY U.S. MULTI-CAP INVESTMENT TRUST 163.700
FUNDS IV: HEALTH CARE PORTFOLIO 316.600
GOVERNMENT OF NORWAY 408.301
KERN COUNTY EMPLOYEES' RETIREMENT ASSOCIATION 130.100
MORGAN STANLEY DEFINED CONTRIBUTION MASTER TRUST 95.100
OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM 285.807
OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM 16.465
OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM 1.605
PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF COLORADO 15.892
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPI
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO
1
22.417
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO 1
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO 1
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO 1
PYRAMIS GROUP TR FOR EMPLOYEES BENEF PLA 1.077.250
PYRAMIS GROUP TRUST FOR EMPLOYEE BENEFIT PLAN 468.900
PYRAMIS SELECT INTERN SMALL CAP EQ FUND 114.600
RUSSELL INVESTMENT COMPANY PLC 59.307
SAINT-GOBAIN CORPORATION DEFINED BENEFIT MASTER TRUST 67.200
SEI INST MANAG TR GLOBAL MANAG VOLAT FND 164.091
STATE OF TENNESSEE CONSOLIDATED RETIREMENT SYSTEM 522.200
TEACHERS' RETIREMENT SYSTEM OF THE CITY OF NEW YORK 75.600
THE BOEING CO EMPLOYEE SAVINGS PLANS MASTER TR INV ACCOUNT 80.000
THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST 177.135
UMC BENEFIT BOARD, INC 1.143
UNISYS MASTER TRUST 111.600
VANGUARD FTSE ALL WORD SMALL CAP IND FUN 76.629
VANGUARD INTERNATIONAL SMALL COMPANIES I 4.036
VANGUARD INVESTMENT SERIES, PLC 17.059
VANGUARD TOTAL INTERNATIONAL STOCK INDEX 637.639
VANGUARD TOTAL WORLD STOCK INDEX FUND 11.873
ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND 16.387
ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND 3.567
CITY OF NEW YORK GROUP TRUST 17.021
CITY OF NEW YORK GROUP TRUST 9.438
CITY OF NEW YORK GROUP TRUST 3.261
FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST 7.260
FORD MOTOR COMPANY OF CANADA, LIMITED PENSION TRUST
INVESTIN PRO F.M.B.A., GLOBAL EQUITIES I
1.660
7.278
MSCI EAFE SMALL CAP PROV INDEX SEC COMMON TR F 17.256
NATIONAL COUNCIL FOR SOCIAL SECURITY FUND, P.R.C 7.717
NEW ZEALAND SUPERANNUATION FUND 5.641
SDGE QUALIFIED NUCLEAR DECOM MISSIONING TRUST PARTNERSHIP 5.200
SPDR S&P INTERNATIONAL SMALL CAP ETF 85.650
SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL 54.059
SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL 32.020
SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL 18.790
SSGA SPDR ETFS EUROPE II PUBLIC LIMITED COMPANY 6.804
SSGA SPDR ETFS EUROPE II PUBLIC LIMITED COMPANY 5.463
STATE OF ALASKA RETIREMENT AND BENEFITS PLANS 1.952
STG PFDS V.D. GRAFISCHE 20.084
WASHINGTON STATE INVESTMENT BOARD 23.086
WASHINGTON STATE INVESTMENT BOARD 7.048
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM 55.855
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM 38.032
Delegato Cognome / Ragione sociale Nome Quantità
EATON VANCE CORPORATION 1.175
PARAMETRIC GLOBAL SMALL-CAP FUND 823
BGI MSCI EAFE SMALL CAP EQUITY INDEX FUND B 6.800
BLACKROCK INDEXED ALL-COUNTRY EQUITY FUN 1.319
BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR 110.267
BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR 98.505
CONNECTICUT GENERAL LIFE INSURANCE COMPANY 738
FIDELITY FUNDS SICAV 1.780.796
GOLDMAN SACHS INTERN SMALL CAP INSIGHT FUND 50.339
HIGHCLERE INTERNATIONAL INVESTORS INT SMALLER COMPANIES F 1.716.254
HIGHCLERE INTERNATIONAL INVESTORS SMID FUND 1.967.121
INDIANA PUBLIC EMPLOYEES RETIREMENT FUND 3.459
ISHARES CORE MSCI EAFE ETF 41.230
ISHARES DEVELOPED SMALL-CAP EX NORTH AMERICA ETF 3.136
ISHARES VII PLC 91.892
THRIVENT PARTNER WORLDWIDE ALLOCATION FUND 7.190
THRIVENT PARTNER WORLDWIDE ALLOCATION PORTFOLIO 14.382
WYOMING RETIREMENT SYSTEM 3.141
FLEXSHARES MORNINGSTAR DEVEL. MARKETS EX-US FACTOR TILT INDEX FD 3.837
FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST 2.515
MUNICIPAL EMPLOYEES' ANNUITY AND BENEFIT FUND OF CHICAGO 9.441
NORTHERN TRUST GLOBAL INVESTMENTS COLLECTIVE FUNDS TRUST 67.771
NORTHERN TRUST GLOBAL INVESTMENTS COLLECTIVE FUNDS TRUST 654
NTGI-QM COMMON DAILY ALL COUNWD EX-US INV MKT INDEX F NONLEND 2.528
STICHTING PENSIOENFONDS HORECA & CATERING 5.146
WHEELS COMMON INVESTMENT FUND 1.083
TCW INTERNATIONAL SMALL CAP FUND 22.000
TCW INTERNATIONAL SMALL CAP FUND 16.700
CITY OF NEW YORK GROUP TRUST 32.178
CITY OF NEW YORK GROUP TRUST 18.330
CDC ENTREPRISE VALEURS MOYENNES 779.000
BOILERMAKER BLACKSMITH NATIONAL PENSION 25.524
WEST YORKSHIRE PENSION FUND 100.000
BOGLE WORLD OFFSHORE FUND LTD CO CITI HEDGE FUND SERVICES LTD 12.435
HIGHMARK LIMITED-HIGHMARK LONG/SHORT EQUITY 1 7.798
ANIMA SGR SPA 50.000
ANIMA SGR SPA - FONDO ANIMA GEO ITALIA 100.000
CHALLENGE FUNDS 244.000
ERSEL ASSET MANAGEMENT SGR - FONDOERSEL P.M.I. 150.000
MEDIOLANUM GESTIONE FONDI SGR SPA - FLESSIBILE ITALIA 540.000
EURIZON CAPITAL SGR - EURIZON AZIONI PMI ITALIA 377.733
EURIZON CAPITAL SGR - EURIZON AZIONI ITALIA 252.631
EURIZON EASY FUND EQUITY ITALY 83.503
EURIZON EASY FUND EQUITY ITALY 56.696
FIDEURAM ASSET MANAGEMENT (IRELAND) FIDEURAM FUND EQUITY ITALY 64.134
FIDEURAM ASSET MANAGEMENT (IRELAND) FONDITALIA EQUITY ITALY 320.173
FIDEURAM INVESTIMENTI SGR SPA - FIDEURAM ITALIA 18.200
INTERFUND SICAV INTERFUND EQUITY ITALY 174.698
RIMBOTTI FRANCESCO 430
ALESSANDRA BIANCHI
AMBER SOUTHERN EUROPEAN EQUITY LIMITED 3.679.180
MASSIMILIANO LECCHI
TAMBURI INVESTMENT PARTNERS SPA 6.595.245
TAMBURI INVESTMENT PARTNERS SPA 2.942.791
ANELLI MARIA LUISA
CARADONNA GIANFRANCO 10

BERGAMINI GIUSEPPE 2.800

Punto 1 – Approvazione del Bilancio 2014

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Situazione alle ore 10:15

Intervenuti numero 6 persone fisiche rappresentanti in proprio o per delega numero 207 azionisti

per numero azioni ordina 186.506.273 rie pari al 82,973% del capitale sociale

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Votazione n. 1 Bilancio al 31 dicembre 2014

Totale azioni con diritto di voto 186.506.273 pari al 82,973 % del capitale sociale

Favorevoli 186.205.755 99,84% 82,839%
Contrari - 0,00% 0,000%
Astenuti 300.518 0,16% 0,134%
186.506.273 100,00% 100,00
0%
del capitale rappresentato del capitale
in Assemblea Sociale

Punto 1 – Destinazione dell'utile

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Situazione alle ore 10:15

Intervenuti numero 6 persone fisiche rappresentanti in proprio o per delega numero 207 azionisti

per numero azioni ordina 186.506.273 rie pari al 82,973% del capitale sociale

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Votazione n. 2 Destinazione dell'utile

Totale azioni con diritto di voto 186.506.273 pari al 82,973 % del capitale sociale

Favorevoli 186.205.755 99,84% 82,839%
Contrari - 0,00% 0,000%
Astenuti 300.518 0,16% 0,134%
186.506.273 100,00% 100,00
0%
del capitale rappresentato del capitale

Punto 2 – Nomina di un Consigliere ai sensi dell'art. 2386 c.1

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Situazione alle ore 10:15

Intervenuti numero 6 persone fisiche rappresentanti in proprio o per delega numero 207 azionisti

per numero azioni ordina 185.929.068 rie pari al 82,716% del capitale sociale

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Votazione n. 3 Nomina Consigliere

Totale azioni con diritto di voto 185.929.068 pari al 82,716 % del capitale sociale

Favorevoli 185.008.495 99,50% 82,306%
Contrari - 0,00% 0,000%
Astenuti 920.573 49,51
%
0,410%
185.929.068 100,00% 100,00
0%

del capitale rappresentato del capitale in Assemblea Sociale

Punto 3 – Nomina del Collegio Sindacale

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Situazione alle ore 10:15

Intervenuti numero 6 persone fisiche rappresentanti in proprio o per delega numero 207 azionisti

per numero azioni ordina 187.440.273 rie pari al 83,388% del capitale sociale

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Votazione n. 4 Nomina del Collegio Sindacale

Totale azioni con diritto di voto 187.440.273 pari al 83,388 % del capitale sociale

Favorevoli - Lista 1 129.742.286 69,22% 57,720%
Favorevoli - Lista 2 57.602.092 30,73% 25,6
26%
Contrari 95.885 0,0
5%
0,043%
Astenuti 10 0,00% 0,000%
187.440.273 100,00% 100,00
0%
del capitale rappresentato del capitale

Punto 4 – Compensi degli Amministratori

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Situazione alle ore 10:15

Intervenuti numero 6 persone fisiche rappresentanti in proprio o per delega numero 207 azionisti

per numero azioni ordina 185.929.068 rie pari al 82,716% del capitale sociale

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Votazione n. 5 Compensi Amministratori esercizio 2015
Totale azioni con diritto di voto
pari al
185.929.068
82,716 % del capitale sociale
Favorevoli 184.203.971 99,07% 81,948%
Contrari 779.000 0,42% 0,347%
Astenuti 946.097 0,51% 0,421%
185.929.068 100,00% 100,00
0%
del capitale rappresentato del capitale

Punto 5 – Modifica Piano 2014-2021 Stock Grant

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Situazione alle ore 10:15

Intervenuti numero 6 persone fisiche
rappresentanti in proprio o per delega numero 207 azionisti

per numero azioni ordina 185.929.068 rie pari al 82,716% del capitale sociale

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Votazione n. 6 Approvazione piano Stock Grant 2014-2021

Totale azioni con diritto di voto 185.929.068 pari al 82,716 % del capitale sociale

Favorevoli 152.607.300 82,08% 67,892%
Contrari 32.401.195 17,43% 14,4
15%
Astenuti 920.573 0,49% 0,410%
185.929.068 100,00% 100,00
0%
del capitale rappresentato del capitale

Punto 6 – Relazione sulla remunerazione

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Situazione alle ore 10:15
Intervenuti numero
rappresentanti in proprio o per delega numero
6
207
persone fisiche
azionisti
per numero
pari al
185.929.068 azioni ordina
rie
82,716% del capitale sociale

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Votazione n. 7 Relazione sulla Remunerazione
Totale azioni con diritto di voto
pari al
185.929.068
82,716 % del capitale sociale
Favorevoli 152.270.891 81,90%
del capitale rappresentato
in Assemblea
del capitale
Sociale
185.929.068 100,00% 100,00
0%
Astenuti 920.573 0,49% 0,410%
Contrari 32.737.604 17,61% 14,5
64%
Favorevoli 152.270.891 81,90% 67,742%

Punto 7 – Autorizzazione piano acquisto azioni proprie

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Situazione alle ore 10:55

Intervenuti numero persone fisiche 7 rappresentanti in proprio o per delega numero azionisti 208

per numero azioni ordina 185.931.868 rie pari al 82,717% del capitale sociale

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Votazione n. 8 Approvazione piano acquisto Azioni proprie

pari al 82,717 % del capitale sociale

Totale azioni con diritto di voto 185.931.868

Favorevoli 158.956.285 85,50% 70,716%
Contrari 26.055.010 14,01% 11,5
91%
Astenuti 920.573 0,49% 0,410%
185.931.868 100,00% 100,00
0%

del capitale rappresentato del capitale in Assemblea Sociale

AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 21 aprile 2015

Cognome / Ragione sociale Nome Quantità Vot. 1 Vot. 2 Vot. 3
F C A F C A F C A
Vot. 4 - Lista
F1 F2 C A
Vot. 5
F C A
Vot. 6
F C A
Vot. 7
F C A
Vot. 8
F C A
AMPLIETR NV 63.600.996 X X X X X X X X
AMPLITER NV 55.785.124 X X X X X X X X
THE OAKMARK INTERNATIONAL SMALL CAP FUND 7.049.693 X X X X X X X
ACADIAN ACWI EX US SMALL CAP FUND 4.683 X X X X X X X
ACADIAN GLOBAL MANAGED VOLATILITY EQUITY FUND LLC 29.234 X X X X X X X
ALLIANZ GLOBAL INVESTORS KAPITALANLAGEGESELLSCHAF 3.006.322 X X X X X X X
ALTRIA CORPORATE SERVICES MASTER RETIREM 17.539 X X X X X X X
ARIZONA STATE RETIREMENT SYSTEM 7.867 X X X X X X X
ARROWSTREET GLOBAL EQUITY ALPHA EXTENSION FUND 57.750 X X X X X X X
ARROWSTREET GLOBAL EQUITY ALPHA EXTENSION FUND 15.045 X X X X X X X
BAYVK A3 FONDS 175.557 X X X X X X X
BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN 1.076 X X X X X X X
BROWN BROTHERS HARRIMAN TRUSTEE SERVICES (IRELAND) LIMITED 40.885 X X X X X X X
CENTRAL PENSION F OF INT UNION OF OPERAT & PART EMPL 56.968 X X X X X X X
CF DV ACWI EX-U.S. IMI FUND 1.225 X X X X X X X
CITITRUST LTD 9.740 X X X X X X X
CLEARWATER INTERNATIONAL FUND 56.711 X X X X X X X
COLONIAL FIRST STATE INVESTMENTS LTD. 19.202 X X X X X X X
COLONIAL FIRST STATE INVESTMENTS LTD. 8.434 X X X X X X X
COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPL. RETIR.SYST. 964.863 X X X X X X X
CORNELL UNIVERSITY 227.500 X X X X X X X
COUNTY EMPLOYEES ANNUITY AND BENEFIT FUND OF COOK COUNTY 177.643 X X X X X X X
DEUTSCHE X-TRACKERS MSCI EMU HEDGED EQUITY ETF 175 X X X X X X X
DOMINION RESOURCES INC. MASTER TRUST 103.202 X X X X X X X
EMPLOYEES' RETIREMENT FUND OF THE CITY OF FORT WORTH 51.903 X X X X X X X
EXELON CORPORATION PENSION MASTER RETIREMENT TRUST 45.338 X X X X X X X
FCP AVA EUROPE 4 FOND DEDIE' 188.048 X X X X X X X
FLORIDA RETIREMENT SYSTEM 313.500 X
X
X
X
X
X
X
X
X
X
X
X
X
X
FRANKLIN TEMPLETON FOREIGN SMALLER COMPA
FRANKLIN TEMPLETON INVESTMENT FUNDS
103.868
359.100
X X X X X X X
FRANKLIN TEMPLETON INVESTMENT FUNDS 225.640 X X X X X X X
FRANKLIN TEMPLETON INVESTMENT FUNDS 89.913 X X X X X X X
GMO FOREIGN SMALL COMPANIES FUND 1.812.609 X X X X X X X
IGS-ACTIONS EUROPE EVOLUTION 44.215 X X X X X X X
ING LIFE 627.368 X X X X X X X
INTERVENTURE EQUITY INVESTMENTS LIMITED 74.100 X X X X X X X
INVESTIN PRO F.M.B.A. 18.712 X X X X X X X
JAPAN TRUSTEE SERVICES BANK LTD AS TRUST 5.760 X X X X X X X
JNL/FRANKLIN TEMPLETON INTERNATIONAL SMA 77.930 X X X X X X X
JOHN HANCOCK FUNDS II INTERNATIONAL SMALL CAP FUND 614.675 X X X X X X X
JPMORGAN FUNDS EUROPEAN BANK AND BC 450.543 X X X X X X X
JPMORGAN FUNDS EUROPEAN BANK AND BC 86.508 X X X X X X X
JPMORGAN FUNDS EUROPEAN BANK AND BC 57.080 X X X X X X X
LEGAL AND GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITED 2.519 X X X X X X X
LGT MULTI MNGR FD II 42.102 X X X X X X X
LIBERTY MUTUAL RETIREMENT PLAN MASTER TRUST 79.639 X X X X X X X
LUCENT TECHNOLOGIES INC. MASTERPENSION TRUST 105.013 X X X X X X X
LYXOR VISIUM INSTITUTIONAL PARTNERS FUND LIMITED 18.664 X X X X X X X
MARYLAND STATE RETIREMENT & PENSION SYSTEM 119 X X X X X X X
MASTER TR AGREE BETWEEN PFIZER INC AND THE NORTHERN TR CO 68.544 X X X X X X X
MERCER DIOCESE OF BROOKLYN LAY PENSION INVESTMENT TRUST 30.257 X X X X X X X
MERCER GLOBAL ENHANCED LOW VOLATILITY SHARES FUND 70.190 X X X X X X X
MERCER GLOBAL LOW VOLATILITY EQUITY FUND 64.726 X X X X X X X
METZLER INVESTMENT GMBH FOR MI-FONDS 415 150.000 X X X X X X X
MGI FUNDS PLC 25.734 X X X X X X X
MICROSOFT GLOBAL FINANCE 44.858 X X X X X X X
MINISTER FOR FINANCE (ISIF MANAGED AND CONTROLLED BY NTMA) 1 X X X X X X X
MUNDER INTERNATIONAL SMALL-CAP FUND 402.040 X X X X X X X
MUNICIPAL EMPLOYEES' RETIREMENT SYSTEM OF MICHIGAN 31.142 X X X X X X X
NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST 9.868 X X X X X X X
Vot. 1 Vot. 2 Vot. 3 Vot. 4 - Lista Vot. 5 Vot. 6 Vot. 7 Vot. 8
Cognome / Ragione sociale
Nome
NEW MEXICO STATE INVESTMENT COUNCIL
Quantità
199.908
X X F C A F C A F C A
X
F1 F2 C A
X
F C A
X
F C A F C A
X
F C A
X
NORTHWESTERN UNIVERSITY 94.200 X X X X X X X
ODDO ET CIE 1.973.161 X X X X X X X
ODDO EUROPE VALEURS MOYENNES 45.262 X X X X X X X
ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM 4.592 X X X X X X X
PALATINE FRANCE SMALL CAP 57.000 X X X X X X X
PANAGORA DYNAMIC GLOBAL EXTENDED ALPHA FUND LTD 54.198 X X X X X X X
PEERLESS INSURANCE COMPANY 100.355 X X X X X X X
PENSION RESERVES INVESTMENT TRUST FUND 47.683 X X X X X X X
PF INTERNATIONAL SMALL CAP FUND 68.482 X X X X X X X
ROGERSCASEY TARGET SOLUTIONS LLC. 4.414 X X X X X X X
SCOTIA PRIVATE INT SMALL MID CAP VALUE 31.825 X X X X X X X
SEI INVESTMENTS (EUR) LIMITED SEI INV.TIME AND LIFE BUILDING 10.013 X X X X X X X
SHELBY COUNTY RETIREMENT SYSTEM 4.801 X X X X X X X
SHELL PENS. TRUST LTD AS TRUSTEE OF SHELL CONTRIBUTORY PENSION FD 45.654 X X X X X X X
SHELL TRUST (BERMUDA) LIMITED AS TRUSTEE 5.339 X X X X X X X
SHELL TRUST (BERMUDA) LTD AS TRUSTEE OF THE SHELL OVERSEAS C.P.FD 18.134 X X X X X X X
SLI GLOBAL SICAV GLOBAL FOCUSEDSTRATEGIES FUND 20.469 X X X X X X X
STATE OF MONTANA BOARD OF INVESTMENTS 1.418 X X X X X X X
STICHTING BEDERIJFSTAKPENSIONEN FONDS 166.490 X X X X X X X
STICHTING F AND C MULTI MANAGER EUROPEAN EQUITY ACTIVE 22.380 X X X X X X X
STICHTING PENSIOENFONDS ING 53.033 X X X X X X X
STICHTING SHELL PENSIOENFONDS 103.790 X
X
X
X
X
X
X
X
X
X
X
X
X
X
STICHTING SHELL PENSIOENFONDS
SUNSUPER SUPERANNUATION FUND
23.570
40.371
X X X X X X X
SUPER FUNDS MANAG CORP SOUTH AUSTRALIA 207.200 X X X X X X X
TEMPLETON FOREIGN SMALLER COMP SERIES 1.094.700 X X X X X X X
TEMPLETON GLOBAL SMALLER COMPANIES 708.901 X X X X X X X
TEMPLETON GLOBAL SMALLER COMPANIES FUND. 313.430 X X X X X X X
TEMPLETON INT SMALLER COMPANIES FUND 618.591 X X X X X X X
THE BOEING COMPANY EMPLOYEE RETIREMENT P 502.900 X X X X X X X
THE GE UK PENSION COMMON INVESTMENT FUND 60.673 X X X X X X X
THE WALT DISNEY COMPANY RETIREMENT PLAN MASTER TRUST 42.514 X X X X X X X
TREASURER OF THE STATE OF NORTH CAROLINA EQUITY INV. FD POOLED 42.784 X X X X X X X
TRUSTEE FOR INTERNATIONAL EQUITIES SECTO 23.982 X X X X X X X
UAW RETIREE MEDICAL BENEFITS TRUST 4.010 X X X X X X X
UAW RETIREE MEDICAL BENEFITS TRUST 2.273 X X X X X X X
UAW RETIREE MEDICAL BENEFITS TRUST 2.182 X X X X X X X
UAW RETIREE MEDICAL BENEFITS TRUST 1.988 X X X X X X X
UBS ETF 1.719 X X X X X X X
UBS FUND MGT (CH) AG CH0516/UBSCHIF2-EGSCPII 8.389 X X X X X X X
UNITED TECHNOLOGIES CORP. MASTER RETIREMENT TRUST 27.691 X X X X X X X
UPS GROUP TRUST 84.241 X X X X X X X
VIRGINIA RETIREMENT SYSTEM
VOYA MULTI-MANAGER INTERNATIONAL SMALL CAP FUND
28.579
54.732
X
X
X
X
X
X
X
X
X
X
X
X
X
X
WEST VIRGINIA INVESTMENT MANAGEMENT BOARD 32.745 X X X X X X X
WISDOMTREE EUROPE SMALLCAP DIVIDEND FUND 38.688 X X X X X X X
WISDOMTREE ISSUER PUBLIC LIMITED COMPANY 6.367 X X X X X X X
ACI MULTI STRATEGY MARKET NEUTRAL MASTER FUND LP 76.045 X X X X X X X X
ADVANCED SERIES TRUST -AST FI PYRAMIS QUANTITATIVE PORTFOLIO 56.800 X X X X X X X X
ALASKA PERMANENT FUND CORPORATION 1 X X X X X X X X
BELL ATLANTIC MASTER TRUST 1 X X X X X X X X
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM 12.596 X X X X X X X X
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM 6.671 X X X X X X X X
CITY OF NEW YORK GROUP TRUST 408.252 X X X X X X X X
CITY OF NEW YORK GROUP TRUST 371.911 X X X X X X X X
CITY OF NEW YORK GROUP TRUST 89.986 X X X X X X X X
COLLEGE RETIREMENT EQUITIES FUND 13.446 X X X X X X X X
COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPL. RETIR.SYST. 1 X X X X X X X X
COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPL. RETIR.SYST. 1 X X X X X X X X
COX ENTERPRISES INC MASTER TRUST 1.952 X X X X X X X X
CURATORS OF UNIVERSITY OF MISSOURI AS TTE UNV MO RET, DISABILITY 1 X X X X X X X X
FID CHARLES STREE FID GLOBAL BALANCED FD 157.800 X X X X X X X X
FIDELITY ADV SER VII HEALTH CARE FD 761.295 X X X X X X X X
Vot. 1 Vot. 2 Vot. 3 Vot. 4 - Lista Vot. 5 Vot. 6 Vot. 7 Vot. 8
Cognome / Ragione sociale Nome Quantità F C A F C A F C A F1 F2 C A F C A F C A F C A F C A
FIDELITY CENTR. INVEST.PORTF. LLC: FIDELITY HEALTH CARE CENTRAL FUND 589.643 X X X X X X X X
FIDELITY COMMONWEALTH TRUST FID MID-CAP STOCK FD 3.125.982 X X X X X X X X
FIDELITY INVESTMENT TRUST: FIDELITY EUROPE FUND 2.143.000 X X X X X X X X
FIDELITY MOUNT VERNON STREET NEW MILLENN 1.554.550 X X X X X X X X
FIDELITY SELECT GLOBAL SMALL CAP FUND 113.845 X X X X X X X X
FIDELITY SELECT PORT MEDICAL EQ SYS PORT 1.530.000 X X X X X X X X
FIDELITY SELECT PORTF HEALTH CARE LEAD 3.000.000 X X X X X X X X
FIDELITY U.S. ALL CAP FUND 283.300 X X X X X X X X
FIDELITY U.S. MULTI-CAP INVESTMENT TRUST 163.700 X X X X X X X X
FUNDS IV: HEALTH CARE PORTFOLIO 316.600 X X X X X X X X
GOVERNMENT OF NORWAY 408.301 X X X X X X X X
KERN COUNTY EMPLOYEES' RETIREMENT ASSOCIATION 130.100 X X X X X X X X
MORGAN STANLEY DEFINED CONTRIBUTION MASTER TRUST 95.100 X X X X X X X X
OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM 285.807 X X X X X X X X
OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM 16.465 X X X X X X X X
OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM 1.605 X X X X X X X X
PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF COLORADO 15.892 X X X X X X X X
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPI 1 X X X X X X X X
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO 22.417 X X X X X X X X
X X X X X X X X
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO 1
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO 1 X X X X X X X X
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO 1 X X X X X X X X
PYRAMIS GROUP TR FOR EMPLOYEES BENEF PLA 1.077.250 X X X X X X X X
PYRAMIS GROUP TRUST FOR EMPLOYEE BENEFIT PLAN 468.900 X X X X X X X X
PYRAMIS SELECT INTERN SMALL CAP EQ FUND 114.600 X X X X X X X X
RUSSELL INVESTMENT COMPANY PLC 59.307 X X X X X X X X
SAINT-GOBAIN CORPORATION DEFINED BENEFIT MASTER TRUST 67.200 X X X X X X X X
SEI INST MANAG TR GLOBAL MANAG VOLAT FND 164.091 X X X X X X X X
STATE OF TENNESSEE CONSOLIDATED RETIREMENT SYSTEM 522.200 X X X X X X X X
TEACHERS' RETIREMENT SYSTEM OF THE CITY OF NEW YORK 75.600 X X X X X X X X
THE BOEING CO EMPLOYEE SAVINGS PLANS MASTER TR INV ACCOUNT 80.000 X X X X X X X X
THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST 177.135 X X X X X X X X
UMC BENEFIT BOARD, INC 1.143 X X X X X X X X
UNISYS MASTER TRUST 111.600 X X X X X X X X
VANGUARD FTSE ALL WORD SMALL CAP IND FUN 76.629 X X X X X X X X
X X X X X X X X
VANGUARD INTERNATIONAL SMALL COMPANIES I 4.036
VANGUARD INVESTMENT SERIES, PLC 17.059 X X X X X X X X
VANGUARD TOTAL INTERNATIONAL STOCK INDEX 637.639 X X X X X X X X
VANGUARD TOTAL WORLD STOCK INDEX FUND 11.873 X X X X X X X X
ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND 16.387 X X X X X X X X
ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND 3.567 X X X X X X X X
CITY OF NEW YORK GROUP TRUST 17.021 X X X X X X X X
CITY OF NEW YORK GROUP TRUST 9.438 X X X X X X X X
CITY OF NEW YORK GROUP TRUST 3.261 X X X X X X X X
FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST 7.260 X X X X X X X X
FORD MOTOR COMPANY OF CANADA, LIMITED PENSION TRUST 1.660 X X X X X X X X
INVESTIN PRO F.M.B.A., GLOBAL EQUITIES I 7.278 X X X X X X X X
MSCI EAFE SMALL CAP PROV INDEX SEC COMMON TR F 17.256 X X X X X X X X
NATIONAL COUNCIL FOR SOCIAL SECURITY FUND, P.R.C 7.717 X X X X X X X X
NEW ZEALAND SUPERANNUATION FUND 5.641 X X X X X X X X
SDGE QUALIFIED NUCLEAR DECOM MISSIONING TRUST PARTNERSHIP 5.200 X X X X X X X X
SPDR S&P INTERNATIONAL SMALL CAP ETF 85.650 X X X X X X X X
SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL 54.059 X X X X X X X X
SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL 32.020 X X X X X X X X
SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL 18.790 X X X X X X X X
X X X X X X X X
SSGA SPDR ETFS EUROPE II PUBLIC LIMITED COMPANY 6.804
SSGA SPDR ETFS EUROPE II PUBLIC LIMITED COMPANY 5.463 X X X X X X X X
STATE OF ALASKA RETIREMENT AND BENEFITS PLANS 1.952 X X X X X X X X
STG PFDS V.D. GRAFISCHE 20.084 X X X X X X X X
WASHINGTON STATE INVESTMENT BOARD 23.086 X X X X X X X X
WASHINGTON STATE INVESTMENT BOARD 7.048 X X X X X X X X
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM 55.855 X X X X X X X
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM 38.032 X X X X X X X
EATON VANCE CORPORATION 1.175 X X X X X X X
PARAMETRIC GLOBAL SMALL-CAP FUND 823 X X X X X X X
BGI MSCI EAFE SMALL CAP EQUITY INDEX FUND B 6.800 X X X X X X X X
BLACKROCK INDEXED ALL-COUNTRY EQUITY FUN 1.319 X X X X X X X X
BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR 110.267 X X X X X X X X
BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR 98.505 X X X X X X X X
Vot. 1 Vot. 2 Vot. 3 Vot. 4 - Lista Vot. 5 Vot. 6 Vot. 7 Vot. 8
Delegato Cognome / Ragione sociale Nome Quantità F C A F C A F C A F1 F2 C A F C A F C A F C A F C A
CONNECTICUT GENERAL LIFE INSURANCE COMPANY 738 X X X X X X X X
FIDELITY FUNDS SICAV 1.780.796 X X X X X X X X
GOLDMAN SACHS INTERN SMALL CAP INSIGHT FUND 50.339 X X X X X X X X
HIGHCLERE INTERNATIONAL INVESTORS INT SMALLER COMPANIES F 1.716.254 X X X X X X X X
HIGHCLERE INTERNATIONAL INVESTORS SMID FUND 1.967.121 X X X X X X X X
INDIANA PUBLIC EMPLOYEES RETIREMENT FUND 3.459 X X X X X X X X
ISHARES CORE MSCI EAFE ETF 41.230 X X X X X X X X
ISHARES DEVELOPED SMALL-CAP EX NORTH AMERICA ETF 3.136 X X X X X X X X
ISHARES VII PLC 91.892 X X X X X X X X
THRIVENT PARTNER WORLDWIDE ALLOCATION FUND 7.190 X X X X X X X X
THRIVENT PARTNER WORLDWIDE ALLOCATION PORTFOLIO 14.382 X X X X X X X X
WYOMING RETIREMENT SYSTEM 3.141 X X X X X X X X
FLEXSHARES MORNINGSTAR DEVEL. MARKETS EX-US FACTOR TILT INDEX FD 3.837 X X X X X X X X
FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST 2.515 X X X X X X X X
MUNICIPAL EMPLOYEES' ANNUITY AND BENEFIT FUND OF CHICAGO 9.441 X X X X X X X X
NORTHERN TRUST GLOBAL INVESTMENTS COLLECTIVE FUNDS TRUST 67.771 X X X X X X X X
NORTHERN TRUST GLOBAL INVESTMENTS COLLECTIVE FUNDS TRUST 654 X X X X X X X X
NTGI-QM COMMON DAILY ALL COUNWD EX-US INV MKT INDEX F NONLEND 2.528 X X X X X X X X
STICHTING PENSIOENFONDS HORECA & CATERING 5.146 X X X X X X X X
WHEELS COMMON INVESTMENT FUND 1.083 X X X X X X X X
TCW INTERNATIONAL SMALL CAP FUND 22.000 X X X X X X X X
TCW INTERNATIONAL SMALL CAP FUND 16.700 X X X X X X X X
CITY OF NEW YORK GROUP TRUST 32.178 X X
X
X X X X X
CITY OF NEW YORK GROUP TRUST 18.330 X X
X
X X X X X
CDC ENTREPRISE VALEURS MOYENNES 779.000 X X X X X X X
BOILERMAKER BLACKSMITH NATIONAL PENSION 25.524 X X X X X X X X
WEST YORKSHIRE PENSION FUND 100.000 X X
X
X X X X X
BOGLE WORLD OFFSHORE FUND LTD CO CITI HEDGE FUND SERVICES LTD 12.435 X X X X X X X X
HIGHMARK LIMITED-HIGHMARK LONG/SHORT EQUITY 1 7.798 X X X X X X X X
ANIMA SGR SPA 50.000 X X X X X X X X
ANIMA SGR SPA - FONDO ANIMA GEO ITALIA 100.000 X X X X X X X X
CHALLENGE FUNDS
ERSEL ASSET MANAGEMENT SGR - FONDOERSEL P.M.I.
244.000
150.000
No voto No voto No voto
No voto No voto No voto
X
X
No voto No voto No voto No voto
No voto No voto No voto No voto
MEDIOLANUM GESTIONE FONDI SGR SPA - FLESSIBILE ITALIA 540.000 No voto No voto No voto X No voto No voto No voto No voto
EURIZON CAPITAL SGR - EURIZON AZIONI PMI ITALIA 377.733 X X X X X X X X
EURIZON CAPITAL SGR - EURIZON AZIONI ITALIA 252.631 X X X X X X X X
EURIZON EASY FUND EQUITY ITALY 83.503 X X X X X X X X
EURIZON EASY FUND EQUITY ITALY 56.696 X X X X X X X X
FIDEURAM ASSET MANAGEMENT (IRELAND) FIDEURAM FUND EQUITY ITALY 64.134 X X No voto X No voto No voto No voto No voto
FIDEURAM ASSET MANAGEMENT (IRELAND) FONDITALIA EQUITY ITALY 320.173 X X No voto X No voto No voto No voto No voto
FIDEURAM INVESTIMENTI SGR SPA - FIDEURAM ITALIA 18.200 X
X
X
X
No voto
No voto
X
X
No voto No voto No voto No voto
No voto No voto No voto No voto
INTERFUND SICAV INTERFUND EQUITY ITALY 174.698
RIMBOTTI FRANCESCO 430 X X X X X X X X
ALESSANDRA BIANCHI
AMBER SOUTHERN EUROPEAN EQUITY LIMITED 3.679.180 X X X X X X X X
MASSIMILIANO LECCHI X X X X X X X X
TAMBURI INVESTMENT PARTNERS SPA
TAMBURI INVESTMENT PARTNERS SPA
6.595.245
2.942.791
X X X X X X X X
ANELLI MARIA LUISA
CARADONNA GIANFRANCO 10 X X X X X X X X
BERGAMINI GIUSEPPE 2.800 No sala No sala No sala No sala No sala No sala No sala X

P= PRESENTE F=FAVOREVOLE C= CONTRARIO A=ASTENUTO