For the appointment of the members of the Advisory Committee of the Fund “Opportunità Italia - Fondo comune di investimento immobiliare di tipo chiuso”

This website aims to provide useful information to the Unit-holders of the fund “Opportunità Italia – Fondo comune di investimento immobiliare di tipo chiuso” (the “Fund” or “OPI”) in order for them to be able to fully evaluate the decision to adhere to the proxies solicitation (the “Proxies Solicitation”) promoted by GWM Asset Management Limited (the “Promoter”), in its position of investment manager of Europa Plus SCA SIF ("Europa SIF ") - compartment Europa Plus SCA SIF – Res Opportunity ("Europa Res Opportunity"), a company authorised to provide the collective asset management service by the competent Maltese supervisory authority, the “Malta Financial Services Authority” (MFSA).

Specifically, the objective of the solicitation is the collection of proxies (i) for the appointment of the Chairman of the Unit-holders’ Meeting, and of the 5 (five) members of OPI’s Advisory Committee, in particular to express preference in favour of the candidates proposed by the Promoter, and (ii) to determine the gross annual fee due to the Chairman of the Unit-holders' Meeting in the amount of Euro 5,000.00, except in the case where the same simultaneously holds the position of member of the Advisory Committee, and to determine the gross annual fee due to the members of the Advisory Committee in the amount of Euro 10,000.00, which will take place during the Unit-holders' Meeting convened by Torre SGR S.p.A. (“Torre SGR”, the “SGR” or the “Issuer”), in its capacity of Fund’s asset manager, on 16 December 2020, at 12:00 CET, in via Mario Carucci n. 131, Rome or with the modalities that the SGR intends to disclose at a later date, in order to act in compliance with the security measures imposed by the government issued to prevent the spread of contagion from the virus Covid-19.

With a press release published on 21 November 2020, Torre SGR, due to the worsening of the epidemiological emergency by COVID-19, has communicated the shift of the Unit-holders’ Meeting to the above mentioned date of 16 December 2020, 12:00 a.m., in Via Mario Carucci n. 131, Rome, changing what was originally foreseen in the Call Notice of 6 October 2020 with which it was expected that the Meeting would be held on 30 November 2020, 11:00 a.m., in Via Barberini n. 50, Rome.

“Opportunità Italia – Fondo comune di investimento immobiliare di tipo chiuso” (the “Fund” or “OPI”) is an Italian closed-end alternative investment fund (Italian real estate non-reserved AIF), managed by Torre SGR and established by resolution of the SGR’s Board of Directors on 30 July 2013. The Units of the Fund are admitted to trading on the MIV (Mercato Telematico degli Investment Vehicles) managed by Borsa Italiana as from 13 February 2017, with ISIN code IT0004966294.

As of 30 June 2020, the Fund owned a portfolio of 9 properties for a total value of Euro 193,555,000 which, considering financial indebtedness and the other assets and liabilities, corresponded to a net asset value equal to Euro 140,142,700, that is Euro 2,426.88 per each of the 57,746 outstanding units.

The entity that intends to promote this proxy solicitation is GWM Asset Management Limited, in its position of investment manager of Europa Plus SCA SIF ("Europa SIF") - Res Opportunity ("Europa Res Opportunity").

The Promoter is a company authorised to provide the collective asset management service by the competent Maltese supervisory authority, the Malta Financial Services Authority (MFSA). As an EU AIFM, in accordance with Directive 2011/61/EU on Alternative Investment Fund Managers (AIFMD), the Promoter provides advice in relation to the investments of Europa SIF and its compartment Europa Res Opportunity and carries out the daily investment management of Europa SIF and its compartment Europa Res Opportunity.

The Promoter is part of the group controlled by GWM Group Holding S.A. (the “GWM Group”), a group active in the area of fund and asset management in alternative and illiquid asset classes. The group currently has ca. Euro 4.2bn of assets under management, is headquartered in Luxembourg and has offices in London, Malta, Rome, and Milan. It currently employs over 50 professionals. In particular, the GWM Group has gained significant experience in investments with real estate underlying assets in Italy, including investments in both listed and reserved Italian real estate funds, generally with the aim of playing an active role in supporting the best enhancement of its investments.

Europa SIF - Res Opportunity, managed by GWM Asset Management Limited, as Participant of the Fund holding 10.0% of the Fund Units in circulation, on 9 September 2020 requested the SGR to convene the Unit-holders’ Meeting, pursuant to article 19 of the Fund Regulations. The Promoter thus proposed to the SGR a list of 5 (five) candidates for the appointment as members of the Advisory Committee, as provided for by art. 18.2 of the Fund Regulations, as Investment Manager of Europa SIF – compartment Europa Res Opportunity.

For more information about GWM Group please visit the website www.gwmholding.com

The Fund’s Advisory Committee is a body consisting of 5 (five) independent members, appointed by the Unit-holders' Meeting on the basis of a list of at least 10 (ten) candidates proposed by the SGR, also taking into account any proposal submitted by the Unit Holders which, even jointly, represent at least 10% (ten per cent) of the Fund's units outstanding, and provides opinions on important subject matters for the Fund’s management, playing therefore a key role in the Fund’s governance.

In particular, pursuant to Article 18, paragraph 1 of the Fund Regulations, the Advisory Committee acts in its advisory and controlling function, as provided for in the Fund Regulations. The SGR, in fact, must request the prior and non-binding opinion of the Advisory Committee with regard to: (a) any transaction in conflict of interest, pursuant to the regulatory provisions pro tempore in force; (b) the approval of Fund’s life business plan prepared by the SGR and any following substantial modification; (c) any proposed amendment of Fund Regulations; (d) the proposed early liquidation of the Fund or Grace Period resolution. Furthermore, the SGR's Board of Directors may request the opinion of the Advisory Committee on any matter relating to the management of the Fund for which the Board of Directors deems such consultation appropriate. In the event of an SGR’s decision differing from the Advisory Committee’s opinion, the SGR must communicate its motivations to the Advisory Committee and disclose them on a detailed section of the yearly or half-yearly Fund Management Report.

The Promoter considers that it has selected 5 (five) high-profile candidates, with a mix of real estate related professional experiences and competences such as to allow them to successfully carry out their function as members of the Advisory Committee.

The profiles and curricula vitae of the proposed candidates are available in the dedicated section of this website “The Candidates”.

Because it would allow to appoint high-profile candidates, who would be, for the first time from Fund’s inception, proposed and appointed by the Unit-holders of the Fund, so as to ensure their complete independence. In the previous two occasions for the appointment of the Advisory Committee’s members, in fact, the Unit-holders’ Meeting has never been regularly constituted and no Unit-holder proposed any candidates. Therefore, the members of the Advisory Committee were appointed by selecting the first 5 (five) names from the list proposed by the SGR, as provided for in the Fund Regulations.

It has to be considered that the next Advisory Committee will follow the last and most important 3-year period of the Fund, whose maturity is set for 31 December 2022. In this period, the SGR will have to take important decisions with regard to the Fund’s asset management and, specifically, to the disposal of the real estate assets owned by the Fund.

By visiting this website, and its FAQ section, and contacting the company Morrow Sodali, the party appointed to the solicitation and proxies collection and delegated to cast the vote at the Unit-holders’ Meeting. Morrow Sodali will provide assistance and any necessary information to the Unit-holders of the Fund, in order for them to evaluate a potential adherence to the solicitation at hand.

Email: fondo.opi@investor.morrowsodali.com

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