SHAREHOLDERS' MEETING 2013

Ordinary and Extraordinary Shareholders' Meetings on April 23, 2013

• Notice of Ordinary and Extraordinary Shareholders' Meeting

• Proxy form

• Proxy form and voting instructions to Servizio Titoli S.p.A.

Directors' Reports to Ordinary Shareholders' Meeting

• Report of the Board of Directors for the year ended 31 December 2012; financial statements as at 31 December 2012; presentation of the consolidated financial statements as at 31 December 2012; proposal for dividend distribution and for partial distribution of the reserve retained earnings; pertinent and consequent resolutions

• Report on remuneration pursuant to article 123-ter of Legislative Decree No. 58/1988 and article 84-quater of Consob resolution No. 11971 of May 14, 1999 on issuer regulations

• Proposal to authorize the Board of Directors, pursuant to and by the effects of articles 2357 et seq. of the Civil Code, and 132 of Legislative Decree no. 58, 1998, to purchase and dispose of a maximum of 2,000,000 treasury shares;  related and consequent resolutions

• Assignment of external audit for the years 2013-2021 and determination of the compensation in consideration of the Legislative Decree no. 39/2010; related and consequent resolutions

• Amendment to Article 4, subsection 7 of the rules and procedures for shareholders' meetings

• Corporate Governance Report

Directors' Reports to Extraordinary Shareholders' Meeting

• Revocation of the proxy in pursuance of Article 2443 of the Italian Civil Code granted by the shareholders' meeting of 23 April 2008 to the Board of Directors to increase the share capital in one or more times; proposal to grant the directors the power, in pursuance of Article 2443 of the Italian Civil Code, to carry out a bonus issue and/or rights issue, in one or more times, for a maximum nominal amount of Euro 15,600,000 for a period of five years; pertinent and consequent resolutions, to amend the Bylaws, as well