Agosto Amundi RE Italia SGR S.p.A. (Milan) Politica di remunerazione e incentivazione

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Stanley Bradford
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1 Agosto 2017 Amundi RE Italia SGR S.p.A. (Milan) Politica di remunerazione e incentivazione

L Assemblea dei Soci di Amundi SGR S.p.A. (la SGR ), riunitasi in data 17 dicembre 2015, ha assunto le seguenti deliberazioni in materia di politiche e prassi di remunerazione e incentivazione.

2 L Assemblea dei Soci di Amundi SGR S.p.A. (la SGR ), riunitasi in data 17 dicembre 2015, ha assunto le seguenti deliberazioni in materia di politiche e prassi di remunerazione e incentivazione. La SGR adotta il documento Amundi Remuneration Policy, approvato dall organo amministrativo di Amundi S.A. (la Capogruppo ) e destinato all applicazione da parte di tutte le entità del Gruppo. In linea con il Principio di proporzionalità, la SGR osserva le disposizioni sopra richiamate con modalità appropriate alle dimensioni, all organizzazione interna, alla natura, portata e complessità delle attività svolte nonché al numero ed alla dimensione dei fondi gestiti. Tali modalità sono esplicitate in un appendice locale denominata Italian Annex to Amundi Group Remuneration Policy, specificamente redatta in riferimento alla SGR, e da ultimo approvata nell Assemblea dei Soci di quest ultima del 28 luglio La SGR non istituisce un proprio comitato remunerazioni (avvalendosi del Group Remuneration Committee operante presso la Capogruppo).

3 Amundi Group Remuneration policy as of 2016 Dated 11th February

4 Table of contents 01 Amundi s remuneration policy 02 Overview of the provisions applicable to individual variable remuneration This document outlines the items of Amundi s remuneration policy subject to the 2014 AMF agreement, and which comprises the principles and regulatory obligations under AIFM and UCITS V. Remuneration policy 11th February page

01 Amundi s remuneration policy 1. Amundi s remuneration policy is defined by its General Management having been proposed by the Human Resources Department.

5 01 Amundi s remuneration policy 1. Amundi s remuneration policy is defined by its General Management having been proposed by the Human Resources Department. It receives the contribution from the control functions in order to ensure its compliance with existing standards and regulations. 2. The remuneration policy is reviewed every year by the Amundi Board of Directors Remuneration Committee, chaired by an independent non-executive director and comprised of members who are either independent or exercising no executive functions within the Amundi Group. The remuneration policy applies to all entities of the Group. 3. The remuneration policy is designed to be aligned with the economic strategy and longterm objectives, the values and interests of the company and of the funds under management and with those of investors, with sound and well-controlled risk management. 4. Each employee is eligible to all or part of the following elements of the remuneration package, depending on their responsibilities and specific work location. Remuneration policy 11th February page

6 5. Concerning individual variable remuneration, this is only awarded (except in the case of a recruitment) based on the contribution to performance as assessed by the manager in accordance with the following principles: _ The total variable remuneration pool is determined as a percentage of gross operating income so as to calibrate the amounts paid out according to the results achieved by Amundi. This pool is validated by the Amundi Remuneration Committee. _ The bonus pools for the various sectors are defined following a Top/Down process to determine the contribution of each sector to the overall performance. _ Individual variable remuneration awards are discretionary, based on an assessment of the individual performance by managers on the basis of : o Objective criteria, both quantitative and qualitative o Incorporating, depending on the function, an appropriate short to long term time scale o Compliance with risk limits and the client s interests Criteria taken into account to determine the bonus depending on the position Position Objective Quantitative criteria Qualitative criteria Investment management Risk-adjusted performance RI/Sharpe over 1 and 3 years Gross/net performance of the funds over 1 and 3 years Competitive ranking Net inflows / Successful requests for proposals, mandates Performance fees if relevant Compliance with risk, compliance and legal rules Quality of management Innovation/product development Collaboration/Sharing of best practices Commercial engagement Sales Net inflows and profitability, consideration of client s interests Net inflows (achievement of SAP objectives); gross inflows Profitability of inflows Market share Joint consideration of Amundi s interests and of client s interests Securing/developing the business Client satisfaction Quality of management Cross-functional approach and sharing of best practices Entrepreneurial spirit Control Project management and achievement of own targets, regardless of the results of the business controlled Depending on the projects managed and objectives set Management/optimization of expenses Depending on the projects managed and objectives set Quality of controls Compliance with regulations and consideration of client s interests Quality of management Collaboration/Sharing of best practices Support Project management and achievement of own targets Depending on the projects managed and objectives set Management/optimization of expenses Depending on the projects managed and objectives set Quality of client servicing and support to all staff Improvement of company s efficiency, contribution to its development Quality of management Collaboration/Sharing of best practices Remuneration policy 11th February page

7 6. Individual variable remuneration can be paid either in the form of bonus or that of performance shares. 7. The largest bonuses are partly deferred over a 3-year period and paid only provided that the employee meets performance conditions and does not take any excessive risks over the period. The deferral scale depends on belonging or not to the identified staff category (AIFM or UCITS) and complies with the applicable regulation. Non-identified staff : Variable remuneration awarded Percentage to be deferred Minimum guaranteed nondeferred portion k 0% k 40% 100 k k 50% 240 k >600 k 60% 300 k Identified staff : Variable remuneration awarded Percentage to be deferred Minimum guaranteed nondeferred portion k 50% - >600 k 60% 300 k The percentage to be deferred is applied to the total variable remuneration awarded (applied «as from the first euro awarded»). 8. Definitive vesting conditions of the deferred bonus: Each tranche only vests under conditions of collective performance, absence of risky professional behaviour and presence at the date of vesting. Not meeting these conditions can result in a decrease or loss of the deferred amount to be awarded. 9. Payment of the bonus (only applicable to the AIFM/ UCITS identified staff ): The deferred portion of bonus is indexed on the performance of a representative basket of funds of the Group s activity or its entities. The employees concerned are not authorized to use personal hedging strategies in order to offset the impact of the risk alignment incorporated in the management of the deferred variable remuneration. Remuneration policy 11th February page

8 10. Vesting conditions of performance shares: o o o Presence during the 3 years period following the award date Absence of professionally risky behavior over the same period Group performance condition which could reduce the number of shares awarded after 3 years, but which cannot result in an increase of the latters. As such, the grant value of the performance shares is deemed deferred (vesting period of 3 years). 11. Monitoring of risky behaviour (reinforced for the AIFM/UCITS identified staff ): Monitoring the risk limits and compliance rules is implemented annually by the concerned control functions. A dedicated Committee called the Remuneration Risk Committee, is organized by Amundi s PCO General Secretary. This Committee is chaired by the PCO Director and brings together the Human Resources functions and the control functions (Risk and Compliance). It reviews the whole Investment management and Sales perimeter. All employees coming under the identified staff category will be monitored individually by the control functions for risky behavior. This monitoring is periodically reviewed by the Remuneration Risk Committee. The Committee s recommendation is forwarded to the General Management ahead of the remuneration campaign in order to be taken into account for both the new awards and the vesting of the deferred bonus tranches. These provisions also apply to the awards and vesting of performance shares. Remuneration policy 11th February page

9 02 Overview of the provisions applicable to individual variable remuneration Remuneration policy 11th February page

Siège social : 90, boulevard Pasteur - 75015 Paris France Adresse postale : 90, boulevard Pasteur - CS 21 564-75730 Paris Cedex 15

10 Siège social : 90, boulevard Pasteur Paris France Adresse postale : 90, boulevard Pasteur - CS Paris Cedex 15 - France Tél. : +33 (0) Société Anonyme au capital de euros RCS Paris

Italian Annex to Amundi Group Remuneration Policy The Amundi Group Remuneration Policy applies to Amundi RE Italia SGR (the Company ) and the individuals who work for them, as varied by this Italian

11 Italian Annex to Amundi Group Remuneration Policy The Amundi Group Remuneration Policy applies to Amundi RE Italia SGR (the Company ) and the individuals who work for them, as varied by this Italian Annex. This Italian Annex is in line with the Italian regulations and any regulatory guidance which are applicable to the Company (and the individuals that work for them) which are additional to or different from the Amundi Group Remuneration Policy. In particular, this Italian Annex reflects the new requirements of the Joint Regulation of Consob and Bank of Italy dated 29 October 2007 (the Joint Regulation ), as recently amended to implement the provisions of the UCITS V Directive. Some of the more onerous rules of the Joint Regulation have been disapplied on the basis of proportionality, including the requirement for a local remuneration committee. 1 Avoiding Conflicts of interest Staff engaged in control functions (for example, those in risk and compliance roles) are compensated in accordance with the achievement of the objectives linked to their functions, independent of the performance of the business areas they control. 2 Governance and Control Functions The Amundi Group Remuneration Policy and this Italian Annex are subject to annual review by the Group Remuneration Committee. The remuneration of senior officers in risk management and compliance functions at the Company is overseen by the Group Remuneration Committee. The Shareholders Meeting of the Company adopts and periodically reviews the general principles of the Amundi Group Remuneration Policy and this Annex and is responsible for its implementation. 3 Remuneration structures 3.1 Assessment of performance Where remuneration is performance related, the total amount of remuneration is based on an assessment of the performance of the individual (including both financial and nonfinancial criteria), the business unit and/or AIF concerned and the overall results of the firm or the AIF (as applicable). 3.2 Multi-year framework Assessment of performance is set in a multi-year framework appropriate to the life cycle of the AIFs managed, where applicable. The payment of performance based components is spread over a period which takes account of the underlying business cycle of the firm (and the redemption policy of the AIFs as applicable) and business/ investment risks. Page 1 of 3

12 3.3 Guaranteed bonuses Guaranteed variable remuneration is not permitted unless it is exceptional; and it occurs in the context of hiring new staff; and is limited to the first year of a new employee s service. 3.4 Termination payments Payments relating to termination reflect performance achieved over time and risks taken and do not reward failure. 3.5 Fixed and variable components of total remuneration Fixed remuneration (i.e. salary, or directors fees) and variable remuneration is appropriately balanced. The fixed component represents a high enough proportion of the total remuneration to allow the operation of a fully flexible policy on variable remuneration components (including the possibility to pay no variable remuneration). 3.6 Identified staff Pursuant to the Joint Regulation, Identified staff are those who in their professional position, are likely to have a material impact on the risk profile of the Company, or the AIFs under management. For the avoidance of doubt, for the purposes of categorising staff as Identified Staff at the Company, the 100k requirement in the Amundi Group Remuneration Policy will not apply. The identification of the Identified Staff will be made on the basis of the Joint Regulation and the ESMA guidelines. 3.7 Pay-out and deferral On the basis of proportionality, the Company will not apply to the Identified Staff the payout requirements under schedule 2 of the Joint Regulation. In relation to deferral, the Company will apply the deferral rules under the Amundi Group Remuneration Policy with reference to the variable remuneration of Identified Staff. However, in accordance with the general principles of the Joint Regulation and the ESMA guidelines, and considering the clarifications and views of competent authorities, the Company, derogating from the Amundi Group Remuneration Policy, will set a threshold of annual variable remuneration for the purposes of applying the above mentioned deferral rules to Identified Staff. The amount of this threshold has been assessed with the aim of ensuring a sound and effective risk management and will be equal to EUR With reference to non-identified staff, the deferral provisions of the Amundi Group Remuneration Policy will apply. 3.8 Malus and clawback The variable remuneration of both Identified Staff and non-identified staff shall be subject to ex-post risk adjustments, through which the Company adjusts remuneration by using malus or clawback clauses in order to reflect the performance levels of the Company, the UCITS and the AIFs in light of the undertaken risks, and taking into account the behaviour of each individual staff member, in line with the ESMA guidelines. As regards malus, reference can be made to the provisions of the Amundi Group Remuneration Policy. 2

13 4 Pension Policy In compliance with the Joint Regulation, clawback will at least be applied to the variable remuneration paid or awarded to staff responsible of: behaviours resulting in a significant loss for the Company; breach of article 13, or article 6, paragraphs 2-octies and 2-novies of the Italian Consolidated Financial Act or breach of the remuneration rules; fraudulent behaviours or gross negligence to the detriment of the Company. Any pension policy adopted by the Company is in line with their respective business strategies and long term interests and the AIFs they manage. No discretionary pension benefits are paid. 5 Avoidance of the rules The Company make payments in line with the spirit of the AIFMD. 3

Remuneration Policy March 2018

Remuneration Policy March 2018 The remuneration policy is defined by the General Management of Ossiam. It receives the contribution of the control functions in order to ensure its compliance with the applicable