Notice of calling of the Shareholders’ meeting

NOTICE OF CALLING
OF THE SHAREHOLDERS’ MEETING

CALLING OF THE SPECIAL SHAREHOLDERS’ MEETING FOR HOLDERS OF SAVINGS SHARES

Parties entitled to attend and exercise voting rights concerning savings shares are called to the Special Shareholders’ Meeting at the company’s registered office in Desio Via Rovagnati no. 1, on 29 April 2014, at 10.30, on first call and, if necessary, on second call on 30 April 2014, at the same time and place, to discuss and resolve on the following

Agenda

1. Appointment of the Common Representative of savings shares for the years 2014–2015–2016
2. Determination of the fee of the Common Representative, based on the report of the outgoing representative pursuant to art. 29 of the Articles of Association
3. Proposta di ricostituzione del fondo spese di cui all'art. 146, comma 1, lett. c) del D.Lgs n. 58/1998

CALLING OF THE EXTRAORDINARY AND ORDINARY SHAREHOLDERS’ MEETINGS

Parties entitled to attend and exercise voting rights concerning ordinary shares are called to the Extraordinary and Ordinary Shareholders’ Meetings at the company’s registered office in Desio Via Rovagnati no. 1, on 29 April 2014, at 11.30, on first call and, if necessary, on second call on 30 April 2014, at the same time and place, to discuss and resolve on the following

Agenda

Extraordinary shareholders’ meeting

1. Plan to amend articles 5, 8, 10, 12, 14, 16, 19, 21, 22, 23, 24, 27, 28 and 31 of the Articles of Association

Ordinary shareholders’ meeting

1. Financial statements for the year ended 31 December 2013:
   
   1.1 Approval of the Financial Statements for the year ended 31 December 2013, Report of the Board of Directors on operations and related documents:
   
   
   • Report of the Board of Directors on operations and related Report on corporate governance and ownership structures
   • Report of the Board of Statutory Auditors
   • Report of the Independent Auditors
     
     
   1.2 Allocation of profit for the year
   
   
2. Report on Group remuneration policies (pursuant to the relevant provisions issued by the Bank of Italy and by Consob)
   
   
3. Appointment of the Board of Directors
   
   3.1 Determination of the number of Board members
   3.2 Determination of the term of office
   3.3 Appointment of Board members
   3.4 Determination of fees
   
   
4. Appointment of the Board of Statutory Auditors for the years 2014-2015-2016
   
   4.1 Appointment of Standing Auditors and three Alternate Auditors
   4.2 Appointment of the Chairman of the Board of Statutory Auditors¹
   4.3 Assignment to the Board of Statutory Auditors of the role of Supervisory Body (appointed pursuant to Legislative Decree 231/2001)
   4.4 Determination of fees
   
   
5. Fee of the Common Representative of savings shareholders
   
   5.1 Proposal for the company’s acceptance of responsibility for the fee resolved for the Common Representative, pursuant to art. 29, paragraph 3 of the Articles of Association