Increased Vote

The Extraordinary Shareholders' Meeting, held on 21 April 2020, approved the amendment to Article 10 of the Articles of Association, with a view to introducing a mechanism to increase voting rights, as set forth and permitted by Article 127-quinquies of the Consolidated Finance Act, in keeping with the description given by shareholder San Quirico S.p.A. in its explanatory report, drawn up pursuant to Article 125-ter, paragraph 3 of the Consolidated Finance Act.

The adoption of the mechanism to increase the voting rights in the Articles of Association would make it possible to encourage – thanks to the greater weight given to the Shareholders' Meeting's decision-making process – medium/long-term investments, which can, first and foremost, support long-term strategies for the Group's development and growth, as well as counteract the volatility of the stock, which can, in turn, be triggered by short-term choices made by investors. In this way, a more efficient price formation process and a nonspeculative approach to investment would be encouraged, in line with international best practices on corporate governance and with Directive (EU) 2017/828 aimed at promoting the effective and sustainable commitment and long-term orientation of shareholders, also through their greater involvement. Pursuant to said amendment, each share gives a double voting right (and therefore two votes per share) if both of the following conditions are met:

a) the share has belonged to the same subject by virtue of a legitimating real right for an ongoing period of at least 24 (twenty-four) months; and
b) existence of the premise sub (a) has been certified by the ongoing entry, for a period of at least 24 (twenty-four) months, in the specifically set up special list set up by the Company ("Special List").

On 18 June 2020, the Board of Directors, by virtue of the mandate granted to it by the Shareholders' Meeting of 21 April 2020, adopted the regulations in order to govern the methods of entry, keeping and updating of the Special List in compliance with the applicable regulations, the Articles of Association and market practices.
Regulation for increased vote
Approved by the Board of Directors of ERG S.p.A. on 18 June 2020
Articles of Association
Approved by the Extraordinary Shareholders' Meeting of ERG S.p.A. held on 21 April 2020