Cross Border Proxy Voting in Italy

Additional tools

Short voting statements: an effective toolShort voting statements: an effective tool to protect the shareholder interests.to protect the shareholder interests.

Trevisan & Associates Law FirmTrevisan & Associates Law Firm

Investors’ opportunities

Trevisan & Associates is the primary legal advisor in Italy for proxy voting services and the leader local market agent of Securities Intermediaries, funds, trustees and investment companies with over than ten-years experience in safeguard and promotion of the institutional investors’ rights.

T&A is member firm of the Council of Institutional Investors and International Corporate Governance Network, and it has the skills and the structure to guarantee to its clients the full service coverage about shareholder meetings and Shareholders protection in Italy and the accurate and timely execution of the voting instructions.

T&A is constantly oriented to extend the area of the instruments available to the Investors and their Intermediaries in order to support them in managing their fiduciary responsibilities related to proxy voting and corporate governance.

Taking part at the Meeting discussion

According to its own mission, T&A is proud to offer to its clients a new instrument to add value to equity ownerships investment services.Taking part at the Meeting discussion is the best possible way to:

promote the best corporate governance practices,

motivate its own voting policies, submit candidates list, propose dissident resolutions, create communication channels with

management.

Voting statements

The short voting statements at the Meeting may be considered one of the fastest, safest and professional way to support the voting policies with their respective corporate analysis or governance issues, in order to make the fiduciary responsibilities’ management easier.

Voting statements services

Main features

Our Meetings attendance’s experience in our capacity of Proxy Agent constantly shows that the directors and management hardly understand the real reasons implied in a specific dissident voting decision if the vote is not adequately supported by a connected explanation.

As a consequence, there is an increasing risk for institutional investors to vanish any attempt to affect the corporate strategy or the management behavior.

T&A has developed a standard statement service, which may be used by the Investors/Shareholders and their representative Service Global Provider, Custodian, Sub- Custodian, Proxy Agent and other services’ providers (“Authorized Agents”) in every AGM or Special Meeting of the Issuers in order to support their voting policies.

The short voting instruction statements and the answers and/or undertakings if given at the Meeting by the management and /or the Board will be recorded

Why lodge a short voting statement ?

Short Voting statements For each item of the Agenda, the Investor/Shareholders or

their Authorized Agents are able to add to their voting instructions a short voting statement which means an explanation-text of the reasons of the voting decision like, for instance:

“Board election without timely information disclosure” “Annual financial statements without adequate disclosure” “Lack of independent directors” “Poison pill resolution” “ “Anti-Takeover defensive measures” “CEO wrong remuneration policy” “Non independence of external auditors” On request, the explanation-text may be enriched with

any other additional comment, if pertinent and inherent to the short voting statement.

Short voting statements’ issuing Upon consent of Shareholders and their Authorized

Agent the short voting statements may be sent along with the voting instructions following the same flow of the latter (see flow-process diagram hereby attached).

The short voting statements may be also sent directly to the Proxy Agent T&A performing the voting instructions but separately from them (without following the flow of the latter) (see flow-process diagram hereby attached).

The short voting statements shall be received by the Proxy Agent not later than 4 working days before the Meeting.

The short voting statements shall be always amended or cancelled, by the Shareholders or their Authorized Agents until the AGM and/or Special Meeting begin.

Recording of short voting statements The short voting statement and/or the

additional comments will be set up in English, by the Investor/Shareholders or their Authorized Agents.

The short voting statement and/or the additional comments will be lodged during the Meeting.

The short voting statement and/or the additional comments’ text will be also delivered to the Notary Public in charge to draw the Minutes of the Meeting.

Report of short voting statements execution At the closing of the Meeting the Proxy Agent

will be able to confirm and report execution of voting and short voting statements’ instructions, through the same communication-channel used for instructions.

On request, the Proxy Agent is able to issue a report about the answers and/or clarifications/undertakings, if given at the Meeting by the management and/or the Board.

On request, the Proxy Agent is able to send copy of the Minutes of the Meeting and/or (sworn) translation of them.

Service availability

The short voting statement service is available for S&P/MIB index companies’ Meetings.

On request and different notice, T&A agrees to provide this service for all other Italian listed companies’ Meetings.

Additional services

In connection to each Meeting, T&A is able to provide: advise on legal and corporate governance matters

about the proposed resolutions by the Board of Directors or other shareholders of the Issuer;

additional information about Issuers’ corporate governance structures, financial statements, Board members and accountability, Internal and external auditing and controls, Shareholders rights, remuneration policies, market for control, corporate behaviour;

advise on legal measures, including litigation, to protect the Shareholders rights.

Contact details

Studio Legale Trevisan & Associati, Passaggio degli Osii n. 2, 20123 Milano, Italy.

Tel: +3928051133 +392877307 Fax: + 3928690111 E-mail: mail@trevisanlaw.it –

trevisan@trevisanlaw.it www.trevisanlaw.it