Independent directors The Committee was established by a resolution of the Board of Directors on December 3, 2010 and became operational on January 1, 2011. Its members are the following independent Directors: Gian Maria Gros-Pietro (Chairman), Paolo Di Benedetto and Nathalie Tocci. Tasks This Committee performs the tasks reserved for its jurisdiction by the Consob regulation that governs related-party transactions and the specified in the internal procedure adopted for such transactions by the Company in December 2010 (Internal Related-party Procedure). Specifically, the Committee is required to provide in advance a factual opinion about the Company’s interest in executing material related-party transactions, classified by the Consob, based on the amount involved and their purpose, as Highly Material or Less Material, and whether the transaction’s terms and conditions are beneficial and substantively fair. In the case of Highly material Transactions, the Committee involvement is required starting at the transaction’s negotiation phase and a comprehensive and a timely flow of information must be provided to the Committee, which may request additional information. In addition, none of the Committee members may qualify as a related party with regard to an individual related-party transaction about which the Committee is being asked to render an opinion. When, based on the process defined in the Relatedparty Procedure, one or more members of the Committee qualify as a related party or are otherwise related to the counterparty in a way that could impair their independence from the counterparty with regard to the transaction at hand, the opinion is rendered by an Alternative, Equivalent Oversight Entity. Moreover, any member of the Committee of Independent Directors who may have an interest, directly or on behalf of a third party, in a transaction with a related party must disclose this interest to the other Committee members, detailing the nature, timing, origin and scope of said interest. A meeting of the Committee of Independent Directors shall be deemed to have been validly convened when a majority of its members is in attendance, provided that the absent member expressed his consent to the meeting being held. The Committee approves resolutions by a majority vote of its members, the abstaining members not being counted, or with the unanimous vote of its members, when a twomember Alternative, Equivalent Oversight Entity is activated. If a member abstains or if the two member of which the Alternative, Equivalent Oversight Entity is comprised cast opposing votes, an independent expert will be asked to render an opinion.The Committee of Independent Directors may request the support of one or more independent consultants of its choosing, retained at the Company’s expense. In the case of Less Material Transactions, expenses may not exceed 350,000 euros. There is no limit for Highly Material Transactions but cost may not be demonstrably unreasonable. Independent consultants retained to support the Committee may be invited to attend Committee meetings. The Chairman of the Board of Directors, the Chief Executive Officer and other Company executives or employees may also be invited merely for information purposes.