Ovs — AGM Information 2020

Jun 16, 2020

FILING OF THE LISTS FOR THE APPOINTMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF STATUTORY AUDITORS

Mestre, 16 June 2020 – For the next Shareholders' Meeting called on 9 July 2020 in single call pursuant to article 147 ter, paragraph 1-bis, of the Legislative Decree no. 58/1998 and article 144-octies of the Issuers' Regulation (Consob resolution no. 11971/1999), the Company informs that, with reference to item no. 4 on the agenda ordinary part "4. Appointment of the Board of Directors: 4.1 determination of the number of members of the Board of Directors; 4.2 determination of the duration of the appointment of the Board of Directors; 4.3 appointment of the members of the Board of Directors; 4.4 appointment of the Chairman; 4.5 Determination of the annual remuneration of the members of the Board of Directors. Related and subsequent resolutions" the following proposals have been filed the following lists:

• 1) The outgoing Board of Directors, pursuant to the By-Laws, proposed the following appointment:
  • 1) Franco Moscetti (**)
  • 2) Massimiliano Magrini (*)
  • 3) Stefano Beraldo
  • 4) Chiara Mio (*)
  • 5) Giovanni Tamburi
  • 6) Alessandra Gritti
  • 7) Vittoria Giustiniani
  • 8) Carlo Achermann (*)
  • 9) Giorgina Gallo (*)

("List BoD no. 1");

• 2) the shareholders Arca Fondi SGR S.p.A. gestore dei fondi: Fondo Arca Azioni Italia, Fondo Arca Economia Reale Bilanciato Italia 30; Mediolanum Gestione Fondi SGR S.p.A. gestore dei fondi: Mediolanum Flessibile Futuro Italia, Mediolanum Flessibile Sviluppo Italia, holding overall a percentage equal to 2.70744% (shares no. 6.145.900) of the share capital of the Company, proposed the appointment of:
  • 1) Elena Garavaglia (*)
  • 2) Barbara Falcomer (*)

("List BoD no. 2")

(*) Declaring to hold independent requirements ex TUF and Corporate Governance Code

(**) Declaring to hold independent requirements ex TUF

Franco Moscetti, Massimiliano Magrini, Stefano Beraldo, Chiara Mio, Giovanni Tamburi, Alessandra Gritti and Elena Garavaglia are members of the outgoing Board of Directors.

The outgoing Board of Directors proposed to appoint Franco Moscetti as Chairman of the Board of Directors.

For the above-mentioned Shareholders' Meeting called on 9 July 2020 in single call pursuant to article 147 ter, paragraph 1 bis, of the Legislative Decree no. 58/1998 and article 144-octies of the Issuers' Regulation (Consob resolution no. 11971/1999), the Company informs that, with reference to item no. 5 on the agenda ordinary part "5 Appointment of the Board of Statutory Auditors for the term 2020-2022 as is until the approval of the Financial Statements as at 31 January 2023: 5.1 appointment of Standing Statutory Auditors and Alternate Statutory Auditors; 5.2 appointment of the Chairman of the Board of Statutory Auditors; 5.3 determination of the annual compensation of the members of the Board of Statutory Auditors. Related and subsequent resolutions" the following lists have been filed:

1) shareholder Tamburi Investment Partners S.p.A., holding a percentage equal to 23.320% (shares n. 52.935.898) of the share capital of the Company, proposed appointment of:

Standing Statutory Auditors

• 1) Paola Tagliavini
• 2) Roberto Cortellazzo Wiel

Alternate Statutory Auditors

• 1) Eleonora Guerriero
• 2) Emilio Vellandi
• ("List BoSA no. 1")
• 2) shareholders Arca Fondi SGR S.p.A. gestore dei fondi: Fondo Arca Azioni Italia, Fondo Arca Economia Reale Bilanciato Italia 30; Mediolanum Gestione Fondi SGR S.p.A. gestore dei fondi: Mediolanum Flessibile Futuro Italia, Mediolanum Flessibile Sviluppo Italia, holding overall a percentage equal to 2.70744% (shares no. 6.145.900) of the share capital of the Company, proposed the appointment:

Standing Statutory Auditors

1) Stefano Poggi Longostrevi – Standing Statutory Auditors (and Chairman of the Board of Statutory Auditors) Alternate Statutory Auditors

• 1) Emanuela Italia Fusa Alternative Statutory Auditors
• ("Lista BoSA no. 2")

The Company points out that the candidacies presented fully accept the indications emerged during the board evaluation process completed in the previous fiscal year and that were accepted by the Nomination and Remuneration Committee in the selection of candidates and taken into account by the Board of Directors for forming the list also having regard to confirming important skills and inserting new figures of proven expertise.

The abovementioned lists, together with the related documentation, presented within the deadline required by law, are made available to the public by the Company, at the registered office in Via Terraglio n. 17, Venice-Mestre and published on the website www.ovscorporate.it in the Corporate Governance / Shareholders' Meeting 2020 section as well as at the authorized storage mechanism on the website .

For any further information:

Federico Steiner	Investor Relations
Barabino & Partners SpA	investor.relations@ovs.it
E-mail: f.steiner@barabino.it	Via Terraglio n. 17, 30174,
Cell. +39 335.42.42.78	Venezia – Mestre