DELL | 2011

On July 15, 2011 Etica Sgr voted at each item on the agenda in shareholders’ meeting with a positive vote about directors election because of the presence of independent directors and a mix of background skills. It abstained about the appointment of the Independent Auditor, since Dell wants to reconfirm for 2012 financial year PricewaterhouseCoopers, former auditor since 1986 (in Italy the independent auditor can be appointed with a single non-renewable term of 9 years). Etica Sgr voted against the remuneration of the Board of Directors member because of excessive disparities in the spread of salaries into the Company and because the stock-option plans are unclear and focused only on the short term. Moreover, there are no bonuses for ESG performances. Etica Sgr voted positive to adopt the policy presented by the Pension Fund AFSCME (the American Federation of State, County and Municipal Employees Pension Plan) which provides an independent director as Company President. Finally, Etica Sgr voted against the proposal regarding the dividends allocation on a quarterly basis, because Dell should always have a solid cash position and should invest the capital in the company’s growth.

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