Openjobmetis — Proxy Solicitation & Information Statement 2018

Mar 15, 2018

OPENJOBMETIS SPA – Agenzia per il Lavoro Headquarters and offices: Via Marsala 40/C - 21013 Gallarate (VA) info@openjob.it – www.openjobmetis.it

Ordinary Shareholders' Meeting of Openjobmetis S.p.A. – Agenzia per il lavoro

Explanatory report on the items on the agenda of the Ordinary Shareholders' Meeting pursuant to article 125-ter of Italian Legislative Decree no. 58/1998

24 April 2018 (single call) at 9:30 am

Shareholders,

the Shareholders' Meeting of Openjobmetis S.p.A. - Employment Agency (hereinafter also "Openjobmetis" or the "Company") - called for next 24 April 2018 at 9:30 am, in one call at Hotel NH Milano Touring, in Milan, via Ugo Tarchetti, no. 2 - must decide - inter alia - on item 3 on the agenda,

"Appointment of the Company's Board of Directors, after the number of members has been determined; appointment of the Chairman; determination of the term of office and fees; related and consequent resolutions",

as the Board of Directors of the Company currently in office - appointed for a three-year period on 3 November 2015 - will expire upon approval of the financial statements for FY2017.

Therefore, the shareholder's meeting is called upon to:

• determine the number of members of the governing body that, pursuant to art. 15.1 of the Articles of Association, may vary from not less than seven to a maximum of thirteen;
• appoint the "new" governing body of Openjobmetis, through a "list voting" system (voto di lista) and, therefore, on the basis of lists submitted (i.e. filed) by shareholders who, alone or together with other shareholders (at the time of filing the same lists) represent at least 4.5% of the share capital with voting rights in the ordinary Shareholders' Meeting, with the obligation to prove their entitlement (i.e. submission of the specific notice required by the Consolidated Finance Act (TUF)), including after filing but at least 21 days (i.e by 03 April 2018) prior to the Shareholders' Meeting.

With regard to the first bullet point above, we propose to determine the number of the members of the incoming Board of Directors at nine (9). The current Board, composed of nine members because of the resignation of two Directors with effect from 19 December 2017, has guaranteed technical and professional competencies to deal with the typical activities of a governing body of a listed company, besides constructive and effective exchange of ideas.

The lists of candidates must be filed at the registered office of the Company at least 25 days (i.e by 30 March 2018) prior to the date set for the Shareholders' Meeting called to resolve on the appointment of Board members.

The lists of candidates are made available to the public at the registered office of the Company, at the stock exchange management company and on the company website www.openjobmetis.it along with the information and documentation required by art. 144-octies Issuers' Regulation.

For the purpose of admissibility, each list must include at least two directors who meet the independence requirements set forth in art. 147-ter, third and fourth paragraphs, TUF and art. 3 of the Corporate Governance Code for listed companies (hereinafter the "Corporate Governance Code"), separately specifying their names and placing one of them at the top of the list.

In respect of gender balance, the lists presenting a number of candidates equal to or higher than three must include candidates from both genders, to ensure that at least one fifth of the appointed board directors are of the least represented gender pursuant to art. 2, Law no. 120/2011.

Each list must be submitted together with:

− an indication of the identity of the shareholders who submitted the lists and their percentage shareholdings;

• − the declarations of the individual candidates accepting their candidacy and certifying, under their own responsibility, that there are no grounds for their ineligibility or incompatibility with the office and that they meet the integrity and professionalism requirements provided for in Article 148 paragraph 4, of the TUF and in the Decree of the Ministry of Justice no. 162 of 30 March 2000;
• − the curriculum vitae of each candidate, regarding personal and professional characteristics and whether he/she may qualify as an independent director.

Candidates are also recommended to authorize the publication of their curriculum vitae on the Company's website.

Lists presented without complying with the foregoing provisions shall be deemed as not submitted.

Each Shareholder can submit or concur in the submission of one list only and each candidate may be listed in one list only, under penalty of ineligibility. Each party with voting rights may vote for one list only.

The directors are elected as follows, in compliance with the mandatory legal and regulatory provisions in force regarding gender balance:

• (i) from the list obtaining the highest number of votes, a number of directors equal to the members of the Board of Directors to be elected, minus one, are drawn in the progressive order in which they are listed;
• (ii) from the list that has obtained the second highest number of votes that is not connected in any way, including indirectly, with the shareholders who submitted or voted the list that ranked first by number of votes, the first candidate in progressive order is drawn, who will be the remaining director.

In the event that the first two or more lists obtain an even number of votes, a second ballot between those lists only will be held by the Shareholders' Meeting. The same rule will apply in the event of tie between the lists that rank second by number of votes and which are not connected in any way, including indirectly, with the shareholders who submitted or voted the list that ranked first by number of votes. In the event of further tie between lists, the one submitted by the shareholders with the largest shareholding or, subordinately, by the largest number of shareholders shall prevail.

If, with the candidates elected in the manner specified above, the Board of Directors does not have a number of directors of the least represented gender at least equal to the minimum quota required by law and/or regulations, i.e one fifth pursuant to art. 2 Law No. 120/2011, the candidate of the most represented gender, elected as the last one in progressive order from the list that has obtained the highest number of votes, will be replaced by the first non-elected candidate of the least represented gender of the same list, in progressive order. This replacement procedure will take place until the composition of the Board of Directors complies with the legal and/or regulatory provisions on gender balance. If this procedure does not result in a Board of Directors with a number of directors of the least represented gender at least equal to one fifth, the replacement will take place by resolution passed by the Shareholders' Meeting by relative majority, subject to prior submission of candidates of the least represented gender.

If only one, or no list, is submitted, the Shareholders' Meeting resolves with the majorities required by law, in compliance with the mandatory laws and regulations in force concerning directors who meet the requirements of independence and gender balance, without complying with the above procedure. The list voting procedure is only applied when the entire Board of Directors must be renewed.

In addition to the appointment of Board members, the total amount of the directors' remuneration must also be determined.

In determining the remuneration to be allocated to the Board members, we invite you to take into account, as required by the Corporate Governance Code of Borsa Italiana, the commitment required, also in light of the role held and the company size and industry of operation.

Now therefore, taking into account:

• the content of this Report;
• the provisions of art. 15.1 of the Articles of association regarding the size of the Board of Directors;
• the board self-evaluation, the results of which have been reported in the Corporate Governance and Ownership Structure Report by the expiring Board of Directors;
• the provisions of laws and regulations (as reported at the end of this Report);

the Board of Directors asks the Shareholders' Meeting to:

• a) determine the number of members of the Board of Directors in nine;
• b) appoint the members of the Board of Directors, determining the term of their office;
• c) appoint the Chairman;
• d) determine the annual remuneration of the members of the Board of Directors.

Milan, 9 March 2018

The Chairman of the Board of Directors Marco Vittorelli

REGULATORY APPENDIX

ARTICLES OF ASSOCIATION

Article 15 Board of Directors

15.1 - The Company is managed by a Board of Directors composed of a number of members not less than 7 (seven) and not more than 13 (thirteen). The Shareholders' meeting determines the number of members within the above limits.

15.2 - The directors are appointed for a period not exceeding three years, established at the time of the appointment, and can be re-elected.

15.3 - The directors are appointed by the ordinary Shareholders' Meeting on the basis of lists submitted by shareholders, in which candidates, meeting the requirements of the laws and regulations in force each time, must be listed with a progressive number.

15.4 - The lists submitted by shareholders must be deposited with the registered office and made available to the public within the terms laid down by the regulations in force.

15.5 - Each list, failing which it becomes inadmissible, must include a number of directors who meet the independence requirements established by law - in any case not less than the minimum required by the laws and regulations in force - indicating them separately and entering one of them at the top of the list.

15.6 - If mandatory criteria required by laws and regulations related to gender balance are applicable, the lists that have a number of candidates equal to or greater than three must include candidates belonging to both genders, in order to ensure that the Board of Directors includes a number of directors belonging to the less represented gender at least equal to the minimum number required each time by the mandatory provisions of pro tempore laws and regulations in force for the less represented gender.

15.7 - Only shareholders representing, individually or jointly, at least 2.5% of the share capital or a different percentage established by laws and regulations in force each time have the right to present lists.

15.8 - The certification issued by an authorised intermediary proving ownership of the number of shares required for the submission of the list may be produced when lodging the list or even at a later date, as long as within the period required by applicable laws for the publication of the list by the Company. OPENJOBMETIS SPA – Agenzia per il Lavoro Headquarters and offices: Via Marsala 40/C - 21013 Gallarate (VA) info@openjob.it – www.openjobmetis.it

15.9 - The declarations by which each candidate accepts his or her candidature and declares, under his/her own responsibility, that there are no reasons to exclude their eligibility, that there are no incompatibility issues, and that they comply with all the requirements prescribed by laws and regulations in force and by the Articles of Association to act as Director, must be filed along with each list. Together with the declarations, a curriculum vitae will be filed for each candidate concerning his/her personal and professional characteristics and indicating whether a candidate qualifies as an independent.

15.10 - The lists presented without observing the provisions of these Articles of Association and/or pro tempore law provisions in force are considered as not presented.

15.11 - Each shareholder can submit only one list, and each candidate can be present on one list only, on pain of ineligibility. Any party entitled to vote can vote on one list only.

15.12 - The directors are elected in compliance with the mandatory provisions of laws and regulations in force with regard to gender balance, as follows: (i) a number of directors equal to the members of the Board of Directors to be elected, minus one, is taken from the list that obtains the majority of votes in the progressive order in which they are listed; (ii) the first candidate in progressive order - which will be the remaining director - is taken from the list with second highest number of votes that is not related in any way, either directly or indirectly, to the shareholders who submitted or voted the list with the highest number of votes.

15.13 - If the first two or more lists receive an equal number of votes, there shall be a tiebreaker vote by the Shareholders' meeting, voting only those lists. The same rule will apply in case of a tie between lists coming second in number of votes and who are not linked in any way, directly or indirectly, with the shareholders who submitted or voted the list with the highest number of votes. In the event that the lists obtain again the same number of votes, the list presented by shareholders owning the largest stake, or, subordinately, the one presented by the greatest number of shareholders, will prevail.

OPENJOBMETIS SPA – Agenzia per il Lavoro Headquarters and offices: Via Marsala 40/C - 21013 Gallarate (VA) info@openjob.it – www.openjobmetis.it

15.14 - If, with the candidates elected in the manner described above, a number of directors belonging to the less represented gender at least equal to the minimum required by pro tempore laws and/or regulations in force is not ensured in the Board of Directors, the candidate of the most represented gender, elected last in progressive order in the majority list, will be replaced by the first candidate of the non-elected less represented gender of the same list in progressive order. This replacement procedure will be carried out until the composition of the Board of Directors is in compliance with the pro tempore laws and/or regulations in force on gender balance. If this procedure does not ensure in the Board of Directors a number of directors belonging to the less represented gender at least equal to the minimum required by mandatory pro tempore laws and/or regulations in force, the replacement will take place with resolution passed by the Shareholders' Meeting by majority vote, subject to the presentation of candidates belonging to the less represented gender. 15.15 - Should only one list be presented, or should no lists be presented, the Meeting resolves with the majorities prescribed by the law, in compliance with the mandatory provisions of laws and regulations in force with regard to directors who meet the independence requirements and to gender balance, without applying the above procedure. The list voting procedure applies only in case of renewal of the entire Board of Directors.

15.16 - Should one or more Directors cease their office during the financial year, as long as the majority continues to comprise directors appointed by the Shareholders' meeting, the Board of Directors sees to it in accordance with Article 2386 of the Italian Civil Code. If one or more of the directors who ceased to hold office had been taken from a list containing also names of non-elected candidates, the replacement takes place by appointing, in progressive order, individuals taken from the list to which the director who ceased to hold office belonged and who are still eligible and willing to accept the position. In any case, the directors who ceased to hold office are replaced by the Board of Directors ensuring the presence of the number of directors who meet the independence requirements established by law and in compliance with the mandatory provisions of laws and regulations in force on gender balance. OPENJOBMETIS SPA – Agenzia per il Lavoro Headquarters and offices: Via Marsala 40/C - 21013 Gallarate (VA) info@openjob.it – www.openjobmetis.it 15.17 - The Shareholders' meeting can vary, even during the term of office, the number of members of the Board of Directors within the limits specified in the previous Article 15.1, making the relevant appointments. The term of office of the directors thus appointed is the same as the one applicable to the directors in office. 15.18 - Should the majority of the directors appointed by the Shareholders' Meeting cease their office, the entire Board is considered as having resigned and the Shareholders' meeting must be convened immediately by the directors remaining in office to re-establish the Board.

15.19 - Taking-on and maintaining the office of director are subject to the requirements envisaged by the laws and regulations in force, without prejudice to the fact that the loss of the independence requirements of a director does not constitute a reason for termination of his/her office if a number of members at least equal to the minimum required by pro tempore laws and/or regulations in force for directors with the independence requirements remains in office

ITALIAN CIVIL CODE.

2382. Grounds for ineligibility and disqualification

1. Whoever is legally, totally or partially incapacitated, bankrupt, or who has been sentenced to a penalty that imposes temporary or permanent interdiction from holding public offices or the inability to hold management positions, cannot be appointed as director, and, if already appointed, is removed from office.

LEGISLATIVE DECREE No. 58 OF 24 FEBRUARY 1998

Article 147-ter

Election and composition of the Board of Directors

1. The Statute provides for members of the Board of Directors to be elected on the basis of the list of candidates and defines the minimum participation share required for their presentation, at an extent not above a fortieth of the share capital or at a different extent established by CONSOB with the regulation taking into account capitalization, floating funds and ownership structures of listed companies. The lists indicate which are the directors holding independent requisites established by law and by the Statute. The Statute may also provide that with regard to the sector for directors to be elected, what is not to be taken

into account are the lists which have not reached a percentage of votes at least equal to half of the one required by the Statute for the presentation of same; for cooperatives the percentage is established by the statutes also in derogation from article 135.

1-bis. Lists are deposited with the issuer, also by means of remote communication, in compliance with any requirements strictly necessary to identify the applicants indicated by the company, by the twenty-fifth day prior to the date of the meeting called to resolve on the appointment of the members of the board of directors and made available to the public at the company's headquarters, on the company's website and in the other ways envisaged by CONSOB by regulation, at least twenty-one days prior to the date of the shareholders' meeting. Ownership of the minimum investment envisaged by paragraph 1 is determined concerning the shares recorded in favour of the shareholder on the day on which the lists are deposited with the issuer. Related certification may also be submitted after filing, provided submission is within the time limit established for publication of the lists by the issuer.

1-ter. The Statute also lays down that the division of directors to be elected be made on the basis of a criterion that ensures a balance between genders. The less-represented gender must obtain at least one third of the directors elected. This division criterion applies for three consecutive mandates. If the composition of the board of directors resulting from the election does not comply with the division criterion provided for in the present section, CONSOB warns the company involved to comply with this criterion within the maximum term of four months from the warning. In the event of non-compliance with the warning, CONSOB applies a fine of from euro 100,000 to euro 1,000,000, according to criteria and methods laid down in its own regulations and sets a new term of three months for compliance. In the event of further non-compliance with respect to the new warning, the members elected lose their position. The statute regulates the methods of formation of the lists and the cases of replacement during a mandate in order to guarantee compliance with the division criterion provided for in the present section. CONSOB lays down regulations on the subject of infringement, application and observance of the rules on gender quotas, also with reference to the preliminary phase and the procedures to be adopted, on the basis of its own regulations to be adopted within six months from the date of entry into force of the rules contained in the present section. The rules of the present section apply also to companies organised according to the monistic system. 2. ...omissis...

1. Except as provided for in Article 2409-septiesdecies of the Civil Code, at least one member shall be elected from the minority slate that obtained the largest number of votes and is not linked in any way, even indirectly, with the shareholders who presented or voted the list which resulted first by the number of votes. In companies organised under the one-tier system, the member elected from the minority slate must satisfy the integrity, experience and independence requirements established pursuant to Articles 148(3) and 148(4). Failure to satisfy the requirements shall result in disqualification from the position.

2. In addition to what is provided for in paragraph 3, at least one of the members of the Board of Directors, or two if the Board of Directors is composed of more than seven members, should satisfy the independence requirements established for members of the board of auditors in Article 148(3) and, if provided for in the Articles of Association, the additional requirements established in codes of conduct drawn up by regulated stock exchange companies or by trade associations. This paragraph shall not apply to the boards of directors of companies organised under the one-tier system, which shall continue to be subject to the second paragraph of Article 2409-septiesdecies of the Civil Code. The independent director who, following his or her nomination, loses those requisites of independence should immediately inform the Board of Directors about this and, in any case falls from his/her office.

Article 147-quinquies

Integrity requirements

1. Persons who perform an administrative or management role must satisfy the integrity requirements established for members of internal control bodies in the regulation issued by the Minister of Justice pursuant to Article 148, paragraph 4.

2. Failure to satisfy the requirements shall result in disqualification from the position.

Article 148-bis

Limits on the cumulation of positions

1. CONSOB shall lay down in a regulation the limits to the cumulation of management and control positions that members of the internal control bodies of companies referred to in this chapter and of companies with financial instruments widely distributed among the public in accordance with Article 116 may hold in all the companies referred to in Book V, Title V, Chapters V, VI and VII of the Civil Code. CONSOB shall establish such limits taking into account the onerousness and complexity of each type of position, including in relation to the size of the company, the number and size of the firms included in the consolidation, and the extension and articulation of its organisational structure.

2. Without prejudice to Article 2400, fourth paragraph, of the Civil Code, members of the internal control bodies of companies referred to in this chapter and of companies with financial instruments widely distributed among the public in accordance with Article 116 shall inform CONSOB and the public, within the time limits and in the ways prescribed by CONSOB in the regulation referred to in paragraph 1, of all the management and control positions they hold in companies referred to in Book V, Title V, Chapters V, VI and VII of the Civil Code. CONSOB shall declare the disqualification from positions taken on after the maximum number provided for in the regulation referred to in the first paragraph was reached.

REGULATION IMPLEMENTING ITALIAN LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998

Article 144-quater

(Equity interest share)

1. Without prejudice to any lesser percentage established in the Articles of Association, the interest share required for the presentation of the lists of candidates for the election of the board of directors in accordance with Article 147-ter of the Consolidated Law:

a) is 0.5% of the share capital for companies with market capitalization in excess of fifteen billion euro;

b) is 1% of the share capital for companies with market capitalization in excess of one billion euro and less than or equal to fifteen billion euro;

c) is 2.5% of the share capital for companies with market capitalization is less than or equal to one billion euro.

1. Without prejudice to the smaller percentage envisaged by the articles of association, the investment share is equal to 4.5% of the share capital for companies for which the market capitalization is less than or equal to three hundred and seventy-five million euro where, at the year end date, the following conditions are all met: a) floating capital is in excess of 25%;

b) there is no shareholder or more than one shareholder adhering to a shareholders' agreement as envisaged by Article 122 of the Consolidated Law which have the majority of the voting rights that can be exercised in the meeting resolutions concerning the appointment of the members of the administrative body.

1. Where the conditions indicated under paragraph 2 are not met, without prejudice to the lesser percentage envisaged by the articles of association, the investment share is 2.5% of the share capital.

2. …omissis...

3. …omissis...

4. As an exception to the provisions of this Article, the companies requiring admission to listing may provide, for the first renewal subsequent to this, that the investment share required for the presentation of the lists of candidates for the election of the board of directors, in accordance with Article 147-ter of the Consolidated Law is equal to a percentage of no more than 2.5%.

Article 144-quinquies

(Relationships of affiliation between reference shareholders and minority shareholders)

1. The material relationships of affiliation pursuant to Article 148, subsection 2, of the Consolidated Law between one or more reference shareholders and one or more minority shareholders shall be deemed to exist in at least the following cases:

a) family relationships;

b) membership of the same group;

c) control relationships between a company and those who jointly control it;

d) relationships of affiliation pursuant to Article 2359, subsection 3 of the Italian Civil Code, including with persons belonging to the same group;

e) the performance, by a shareholder, of management or executive functions, with the assumption of strategic responsibilities, within a group that another shareholder belongs to;

f) participation in the same shareholders' agreement provided for in Article 122 of the Consolidated Law involving shares of the issuer, of its parent company or one of its subsidiaries.

1. When a person affiliated to the reference shareholder has voted for a minority shareholder list, the existence of such relationship of affiliation shall only be deemed to be material when the vote is decisive for the election of the auditor.

Article 144-septies

(Publication of the shareholding)

1. Consob shall publish, within thirty days of the financial year end, the shareholding required for the submission of the lists of candidates for the election of the administrative and control bodies, including by electronic means of information dissemination.

2. The notice of the shareholders' meeting called to approve the appointment of the administrative and control bodies shall specify the shareholding required for the submission of the lists.

Article 144-octies

(Publication of the proposals for appointments)

1. Italian companies listed on regulated Italian market, at least twenty-one days before that fixed for the shareholders' meeting called to appoint the boards of directors and internal control bodies, shall make available to the public at the company's head office, the market management company and on its Internet site, the lists of the candidates deposited by the shareholders together with:

a) for the candidates to the office of statutory auditor, the information and documentation specified in Article 144-sexies, subsection 4;

b) for candidates to the office of director:

b.1) detailed information on the personal traits and professional qualifications of the candidates;

b.2) a declaration concerning possession of the independence requirements envisaged in Article 148, subsection 3 of the Consolidated Law and, if envisaged in the articles of association, the additional requirements provided for in the codes of conduct issued by stock exchange companies or by financial operators'/intermediaries' associations;

b.3) details of the identity of the shareholders who submitted the lists and the overall percentage shareholding held.

1. Notification shall be provided without delay, in the manner specified in Title II, Chapter I, of the absence of the submission of the minority lists for the appointment of the statutory auditors referred to in subsection 5 of Article 144-sexies, of the additional period for their submission and of the reduction of any thresholds established by the articles of association.

Article 144-novies

(Composition of management and control bodies)

1. Italian companies with shares listed in Italian regulated markets shall immediately inform the public, in the manner indicated in Title II, Chapter I, of the appointment of the members of the administrative and control bodies indicating:

a) the list from which each of the members of the administrative and control bodies has been elected, specifying whether this list was the list submitted and voted by the majority or the minority;

b) directors that have declared possession of the independence requirements envisaged in Article 148, subsection 3 of the Consolidated Law and/or the independence requirements envisaged in sector regulations that may apply to the company's business activities and/or, if envisaged in the articles of association, independence requirements provided for in the codes of conduct issued by stock exchange companies or by financial operators'/intermediaries' associations;

1-bis. The companies referred to in subsection 1, following appointment of members of the board of directors and internal control bodies, shall arrange public disclosure pursuant to Title II, Chapter I of the valuation results, based on information provided by the interested parties or in any event available to the company, in relation to:

a) possession by one of more members of the board of directors of the independence requirements envisaged in Article 148, subsection 3 of the Consolidated Law as required pursuant to Article 147-ter subsection 4 and Article 147-quater of the Consolidated Law and the independence requirements envisaged in sector regulations that may apply to the company's business activities;

b) possession by members of the internal control body of the independence requirements envisaged in Article 148 subsection 3 of the Consolidated Law and the independence requirements envisaged in sector regulations that may apply to the company's business activities.

1-ter. The statutory auditors and members of the board of directors concerned shall provide the board of directors and internal control body with the information necessary to perform a full and suitable valuation as envisaged in subsection 1-bis.

Article 144-decies

(Periodic disclosures)

1. The information indicated in Article 144-octies and Article 144-novies, subsections 1 and 1-bis, in reference to elected candidates shall be disclosed in the corporate governance and ownership structure report envisaged in Article 123-bis of the Consolidated Law.

Article 144-undecies.1

(Gender balance)

1. Companies with listed shares shall ensure that the appointment of the administrative and control bodies is made according to criteria guaranteeing a balance of genders as established by Articles 147-ter, paragraph 1-ter, paragraph 1-bis of the Consolidated Law and that this criteria is applied for three consecutive terms of office.

2. The articles of association of listed companies shall govern:

a) the methods by which lists are formed and any additional criteria applicable to the identification of the individual members of the boards that enables respect of gender balance upon completion of voting. Articles of association cannot establish compliance with gender division criteria for lists with fewer than three candidates;

b) the methods by which members of the bodies who have left their offices during the course of a term of office are replaced, considering the gender balance;

c) the methods by which appointment rights may be exercised, where applicable, not in contrast with the provisions of Articles 147-ter, paragraph 1-ter and 148, paragraph 1-bis of the Consolidated Law.

1. Where the application of gender division criteria does not result in a whole number of members of the administrative or control body belonging to the least represented gender, this number is rounded up.

2. In the event of failure to comply with the order established by Articles 147-ter, paragraph 1-ter and 148, paragraph 1-bis of the Consolidated Law, Consob will establish new terms of three months within which to comply and apply sanctions, upon bringing the charges in accordance with Article 195 of the Consolidated Law and considering Article 11 of Law no. 689 of 24 November 1981 as subsequently amended..

Article 144-terdecies

(Limits on the cumulation of offices)

1. The position of member of the control body of an issuer may not be assumed by those who hold the same position in five issuers.

2. A member of the control body of an issuer may assume other administrative or control positions in the companies referred to in Book V, Title V, Chapters V, VI and VII of the Italian Civil Code, up to the maximum limit corresponding to six points resulting from the application of the calculation model contained in Annex 5-bis, Model 1, without prejudice to where the office of member of the control body is held in just one issuer.

3. Exempt positions and administrative and control positions in small companies are not material for the purposes of the cumulation of the positions referred to in subsection 2.

4. The articles of association of the issuers may reduce the limits to the cumulation of positions provided for in subsections 1 and 2 or, without prejudice to the provisions of said subsection, may establish further limits. 4-bis. Without prejudice to the provisions of subsections 1 and 2, a member of an internal control body who

– for reasons not attributable to themselves – exceeds such limits, shall resign from one or more of the offices previously held within ninety days of becoming aware of having exceeded such limits. This provision shall also apply to alternate auditors becoming members of the internal control body with effect from the date of the shareholders' meeting resolution approving the appointment pursuant to Article 2401 of the Italian Civil Code.

4-ter. Consob shall inform a member of an internal control body of having exceeded the plurality of office limit in accordance with the methods and deadlines established in the special Technical Manual.

ITALIAN MINISTERIAL DECREE no. 162 of 30-3-2000

Regulation containing rules for setting the professional and integrity requirements of members of the board of statutory auditors in listed companies to be issued on the basis of Article 148 of Legislative Decree no. No. 58 of 24 February 1998;

Art. 1

(Professional requirements)

1. Italian companies with shares listed on regulated markets in Italy or in other European Union countries shall choose at least one of their regular auditors, if these are three, or at least two of their regular auditors, if these are more than three and, in both cases, at least one of the alternate auditors, from among those registered in the register of auditors who have exercised the statutory audit profession for a period of no less than three years.

2. The statutory auditors who do not meet the requirements envisaged by paragraph 1, are chosen from among those who have gained an overall experience of at least three years in the performance of:

a) administration or control activities or management tasks in joint-stock companies with a share capital of not less than two million euros, or

b) professional activities or tenured university teaching in legal, economic, financial and technical-scientific subjects, strictly related to the company's business, or

c) management functions in public bodies or public administrations engaged in the credit, financial and insurance sectors or other sectors otherwise closely related to the company's business.

1. For the purposes of the provisions of paragraph 2, b), and c), the articles of association specify the subjects and business sectors that are strictly related to that of the company.

The articles of association may provide additional conditions that must be fulfilled to satisfy the professional requirements set forth in the preceding paragraphs.

1. The office of statutory auditor cannot be held by those who, for at least eighteen months during the period between the two financial years prior to the adoption of the relative provisions and the current one, have performed administrative, management or control functions in companies:

a) under insolvency proceedings, compulsory administrative liquidation or equivalent proceedings

b) engaged in the credit, financial, securities and insurance sectors that are under extraordinary administration proceedings.

1. Furthermore, the office of statutory auditor cannot be held by those who have been cancelled from the single national register of stockbrokers provided for in article 201, paragraph 15, of legislative decree no. 58 of 24 February 1998, and by stockbrokers who are barred from trading on a regulated market.

2. The prohibition referred to in paragraphs 4 and 5 lasts for three years from the issuance of the relative measure. The period is reduced to one year if the measure was issued at the request of the entrepreneur, the management bodies of the firm or the stockbroker.

Art. 2

(Integrity requirements)

1. The office of statutory auditor of the companies specified in article 1, paragraph 1, cannot be held by those:

a) against whom precautionary measures have been issued by the judicial authority pursuant to law no. 1423 of 27 December 1956 or law no. 575 of 31 May 1965, as amended, unless subsequently rehabilitated;

b) who were convicted with an irrevocable sentence, unless subsequently rehabilitated:

1) to imprisonment for one of the crimes provided for by the rules governing the banking, financial and insurance business and by the rules on markets and financial instruments, taxes and payment instruments;

2) to imprisonment for one of the crimes provided for in Title XI, Book V of the Italian Civil Code and in Royal Decree no. 267 of 16 March 1942;

3) to imprisonment for a period of not less than six months for a crime against the public administration, public trust, state property, public order and the public economy;

4) to imprisonment for a period of not less than one year for any offence committed with criminal intent.

1. The office of statutory auditor in the companies referred to in article 1, paragraph 1, cannot be held by those against whom any of the penalties provided for in paragraph 1, b), have been imposed at the request of the parties, except if the offence no longer exists.

Art. 3

(Assessment of the requirements)

1. The board of directors of the companies specified in article 1, paragraph 1, ascertains whether the requisites provided for in articles 1 and 2 are satisfied.

2. With reference to situations that are governed in whole or in part by foreign jurisdictions, the conditions referred to in Article 1, paragraphs 4 and 5, and Article 2, are ascertained by the board of directors of the companies based on a substantially equivalent assessment.

COMMUNICATION No. DEM / 9017893 OF 26-2-2009

Subject: Appointment of the members of the governing and control bodies - Recommendations 1. With reference to the appointment of the control bodies of companies with listed shares, art. 148, paragraph 2, of Legislative Decree no. 58/98 ("TUF") provides that "Consob shall establish rules for the election, by list voting (voto di lista), of a regular member of the board of statutory auditors by the minority shareholders who are not connected, including indirectly, with the shareholders who submitted or voted for the list with the highest number of votes".

Based on this ample regulatory delegation, Consob, by Regulation no. 11971 of 14 May 1999, as amended, ("Issuers' Regulation") regulated in detail the entire procedure for the election of the control bodies using the list voting method, bearing in mind the objective of ensuring the appointment of at least one regular auditor by the minority shareholders and of "guaranteeing that the statutory auditors representing minority shareholders are truly not related with the majority shareholders" 1.

In this last regard, in art. 144- quinquies of the Issuers' Regulation2, Consob provided for situations in which the significant relationship referred to in the aforementioned art. 148, paragraph 2, of the TUF is presumed,

¹ As stated in the report attached to Legislative Decree no. 303/2006 ("Coordination with law no. 262 of 28 December 2005, of the Consolidated Law on Banking and the Consolidated Law on Financial Intermediation").

² Art. 144-quinquies of the Issuers' Regulation ("significant relationships between major shareholders and minority shareholders") states as follows: "1. There are significant relationships pursuant to Article 148, paragraph 2, of the Consolidated Law, between one or more of the major shareholders [the shareholders who voted or presented the list that was first in number of votes as defined in art. 144- ter of the Issuers' Regulation; ed] and one or more minority shareholders, at least in the following cases:

a) family relationships;

b) being part of the same group;

c) control relationships between a company and those who jointly control it;

d) significant influence pursuant to Article 2359, paragraph 3 of the Italian Civil Code, including with entities of the same group;

e) management functions carried out by a shareholder, with assumption of strategic responsibilities, within a group of which another shareholder is part;

without however providing a complete list; Consob also provided that those who submit a "minority list" must file a declaration at the company headquarters stating the absence of any significant relationship pursuant to art. 144-quinquies with the controlling or relative majority shareholder (or joint shareholders) (article 144 sexies , paragraph 4, b), of the Issuers' Regulation3.

Since no delegation similar to that established for the appointment of members of the control bodies has been provided for the appointment of the governing bodies, the Issuers' Regulation contains no provisions on the list voting procedure and, specifically, it does not require those who file "minority lists" to attest the absence of significant relationships as referred to in art. 147-ter, paragraph 3 of the TUF.

Following the first shareholders' meetings convened for the appointment of the governing bodies subsequent to the entry into force of Consob regulatory provisions implementing the aforementioned articles 147-ter and 148, paragraph 2, of the TUF, the need arose to also ensure transparency in the appointment of the governing body with respect to potential links between the lists of candidates, by strengthening the Articles of Association of some listed companies. Based on the initial experience gained in the regulatory application, the need also arose to ensure more complete disclosure when appointing the governing body, on the relationships between those who submit "minority lists" and the controlling or relative majority shareholders. In light of the foregoing, it is considered appropriate to make some recommendations in this regard.

2. When appointing the governing body, the shareholders who submit a "minority list" are recommended filing a declaration together with the list, stating the absence of any significant relationship, including indirectly, as per art. 147-ter, paragraph 3 of the TUF and art. 144-quinquies of the Issuers' Regulation, with shareholders who hold, including jointly, a controlling or relative majority interest, provided they can be identified based on the disclosures of significant holdings referred to in art. 120 of the TUF or the publication of the shareholders' agreements pursuant to art. 122 of the aforementioned Decree.

This declaration must also specify any relationships that may exist, if significant, with the shareholders who hold, including jointly, a controlling or relative majority interest, provided they can be identified, as well as the reasons for not considering these relationships as relevant for establishing the existence of the aforementioned significant relationship, or, alternatively, the absence of such relationships must be stated.

More specifically, it is recommended that entities include among the aforementioned relationships, if significant, at least:

• family relationships;

• having been party in the recent past, including by companies of the respective groups, to any shareholders' agreements as envisaged by art. 122 of the TUF concerning the shares of the issuer or of the issuer's group companies;

• being party, including by companies of the respective groups, to the same shareholders' agreement concerning shares of third-party companies;

• the existence of direct or indirect shareholdings, and the existence of any direct or indirect cross-holdings, including between companies of the respective groups;

• having held, recently or otherwise, positions in the management and control bodies of companies that are part of the controlling or relative majority shareholder's (shareholders') group, as well as working or having worked in the recent past for these companies;

• having been listed, directly or through a representative, in the list submitted by shareholders who hold, including jointly, a controlling or relative majority shareholding, in the previous election of the governing or control bodies;

f) being party to the same shareholders' agreement provided for by article 122 of the Consolidated Law concerning the shares of the issuer, of a parent company of the issuer or a subsidiary thereof.

³ Art. 144-sexies, paragraph 4, b) of the Issuers' Regulation ("Election of minority shareholders with list voting system") provides that: "The lists are filed at the registered office at least fifteen days before the date set for the meeting called to resolve on the appointment of the statutory auditors, accompanied by : .... b) a declaration by the shareholders other than those who hold, including jointly, a controlling or relative majority shareholding, certifying the absence of any significant relationship as referred to by article 144-quinquies with the latter parties; .. ".

• having participated, in the previous election of the governing or control bodies, in the submission of a list with shareholders who hold, including jointly, a controlling or relative majority shareholding, or having voted for a list submitted by the latter;

• entertain or having entertained in the recent past commercial or financial (if they do not fall within the lender's core business) or professional relationships;

• inclusion in the minority list, of candidates who are or have recently been executive directors or managers with strategic responsibilities of the controlling or relative majority shareholder(s) or of companies that are part of the respective groups.

3. With regard to the appointment of the control bodies, without prejudice to the obligation to file the declaration pursuant to art. 144-sexies, paragraph 4, b) of the Issuers' Regulation, with a view to ensure greater transparency on the relationships between those who submit "minority lists" and the controlling or relative majority shareholders, it is recommended that the shareholders submitting a "minority list" provide the following information in the aforementioned declaration:

• any existing relationships, if significant, with shareholders who hold, including jointly, a controlling or relative majority interest, provided the latter can be identified based on the disclosures of significant holdings referred to in art. 120 of the TUF or the publication of the shareholders' agreements pursuant to art. 122 of the aforementioned Decree. In particular, it is recommended that at least those listed in point 2 are mentioned among such relationships. Alternatively, the absence of any significant relationships should be stated;

• the reasons for not considering these relationships as relevant for establishing the existence of the significant relationships referred to in art. 148, paragraph 2 of the TUF; and art. 144-quinquies of the Issuers' Regulation.

4. The asset management companies that exercise - on a discretionary basis - the voting rights inherent in the shares owned by UCITS established or managed by them, in the exclusive interest of the unit-holders, and that have ascertained the actual independence of the parent company, may, for the purpose of disclosing any significant relationship with the controlling or relative majority shareholders, disregard the relationships held by entities that are part of their own group.

"Asset management companies" means the asset management companies (SGR), the SICAVs, the harmonized management companies, the community entities that exercise the collective asset management business under the conditions defined in Directive 85/611/EEC and which are supervised in compliance with the legislation of their domestic legal system, as well as non-EU entities carrying out a business for which the authorization pursuant to Directive 85/611/EEC would be necessary if they had their registered office in a Community State.

5. With specific reference to listed cooperative companies, per capita vote and the highly fragmented shareholding structure that characterizes these companies do not allow the controlling or relative majority shareholders to be identified ex ante. Therefore, the aforementioned recommendations for prior disclosure of any links between lists of candidates, as well as the obligation pursuant to art. 144-sexies, paragraph 4, b) of the Issuers' Regulation, must be intended as not applicable to the members of the aforementioned companies. All this without prejudice to the provisions of Articles 147-ter, paragraph 3, and 148, paragraph 2, of the TUF, according to which the "minority" director or statutory auditor must be taken from the list submitted by shareholders who have no connection, including indirectly, with the shareholders who submitted or voted the list that came first by number of votes.

6. It is also recommended that companies with listed shares make available to the public, on time and in accordance with the procedures established by art. 144-octies, paragraph 1, of the Issuers' Regulation, the documentation and information specified in paragraphs 2 and 3 of this Communication.

7. Finally, Consob urges the members of control bodies, in the fulfilment of their supervisory duties, with specific regard to the provisions of art. 149 of the TUF, to pay particular attention to compliance with the rules governing the election of the governing and control bodies and to take all necessary measures, within the scope of their powers, including for the purpose of avoiding market uncertainties during the submission of the lists and the appointment of the members of governing and control bodies. With specific reference to the submission of the lists for the election of the control bodies, for example, it should be noted that the submission of linked lists involves, pursuant to art. 144-sexies, paragraph 5, of the Issuers' Regulation, the opening of a new period for the submission of lists and the halving of the shareholding percentage required

for their submission. Therefore, it is considered that the company, which is responsible for disclosing to the market pursuant to art. 144-octies of the Issuers' Regulation that there are the conditions for reopening the submission period, is responsible for assessing any undeclared connections, obviously to the extent of what is known or knowable according to ordinary diligence and taking into account the limited time available. Given that these activities fall within the responsibility of the governing body, the Board of Statutory Auditors is therefore also responsible, as part of its duty of supervising compliance with the law, for overseeing the proper conduct of the directors in carrying out said activities. THE CHAIRMAN . Lamberto Cardia

CORPORATE GOVERNANCE CODE

Article 3 – Independent directors

Principles

3.P.1. An adequate number of non-executive directors shall be independent, in the sense that they do not maintain, directly or indirectly or on behalf of third parties, nor have recently maintained any business relationships with the issuer or persons linked to the issuer, of such a significance as to influence their autonomous judgement.

3.P.2. The directors' independence shall be assessed by the Board of Directors after the appointment and, subsequently, on a yearly basis. The results of the assessments of the Board shall be communicated to the market.

Criteria

3.C.1. The Board of Directors shall evaluate the independence of its nonexecutive members having regard more to the substance than to the form and keeping in mind that a director usually does not appear independent in the following events, to be considered merely as an example and not limited to: a) if he/she controls, directly or indirectly, the issuer also through subsidiaries, trustees or third parties, or is able to exercise a dominant influence over the issuer, or participates in a shareholders' agreement through which one or more persons can exercise a control or dominant influence over the issuer;

b) if he/she is, or has been in the preceding three fiscal years, a significant representative of the issuer, of a subsidiary having strategic relevance or of a company under common control with the issuer, or of a company or entity controlling the issuer or able to exercise over the same a considerable influence, also jointly with others through a shareholders' agreement;

c) if he/she has, or had in the preceding fiscal year, directly or indirectly (e.g. through subsidiaries or companies of which he is a significant representative, or in the capacity as partner of a professional firm or of a consulting company) a significant commercial, financial or professional relationship:

• with the issuer, one of its subsidiaries, or any of its significant representatives;

• with a subject who, also jointly with others through a shareholders' agreement, controls the issuer, or – in case of a company or an entity – with the relevant significant representatives;

or is, or has been in the preceding three fiscal years, an employee of the above-mentioned subjects;

d) if he/she receives, or has received in the preceding three fiscal years, from the issuer or a subsidiary or holding company of the issuer, a significant additional remuneration (compared to the "fixed" remuneration of nonexecutive director of the issuer and to remuneration of the membership in the committees that are recommended by the Code) also in the form of participation in incentive plans linked to the company's performance, including stock option plans;

e) if he/she was a director of the issuer for more than nine years in the last twelve years;

f) if he/she is vested with the executive director office in another company in which an executive director of the issuer holds the office of director;

g) if he/she is shareholder or quotaholder or director of a legal entity belonging to the same network as the company appointed for the auditing of the issuer;

h) if he/she is a close relative of a person who is in any of the positions listed in the above paragraphs.

3.C.2. For the purpose of the above, the chairman of the entity, the chairman of the Board of Directors, the executive directors and key management personnel of the relevant company or entity, must be considered as "significant representatives".

3.C.3. The number and competences of independent directors shall be adequate in relation to the size of the Board and the activity performed by the issuer; moreover, they must be such as to enable the constitution of committees within the Board, according to the indications set out in the Code.

As for issuers belonging to FTSE-Mib index, at least one third of the Board of Directors members shall be made up of independent directors. If such a number is not an integer, it shall be rounded down.

Anyway, independent directors shall not be less than two.

3.C.4. After the appointment of a director who qualifies himself/herself as independent, and subsequently, upon the occurrence of circumstances affecting the independence requirement and in any case at least once a year, the Board of Directors shall evaluate, on the basis of the information provided by the same director or available to the issuer, those relations which could be or appear to be such as to jeopardize the autonomy of judgement of such director.

The Board of Directors shall notify the result of its evaluations, after the appointment, through a press release to the market and, subsequently, within the Corporate Governance Report.

In the documents mentioned above, the Board of Directors shall:

• disclose whether they adopted criteria for assessing the independence which are different from the ones recommended by the Code, also with reference to individual directors, and if so, specifying the reasons;

• describe quantitative and/or qualitative criteria used, if any, in assessing the relevance of relationships under evaluation.

3.C.5. The Board of statutory auditors shall ascertain, in the framework of the duties attributed to it by the law, the correct application of the assessment criteria and procedures adopted by the Board of Directors for evaluating the independence of its members. The result of such controls is notified to the market in the Corporate Governance Report or in the report of the Board of statutory auditors to the shareholders' meeting.

3.C.6. The independent directors shall meet at least once a year without the presence of the other directors.