He declares he can be qualified as independent according to art. 147-ter, paragraph 4, of Italian legislative decree no. 58/1998.

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2 LUIGI G. ZINGALES Born in Padova on February 8, 1963 Luigi Zingales is the Robert C. McCormack Professor of Entrepreneurship and Finance at the Graduate School of Business of the University of Chicago, where he has been a member of the faculty since Last academic year he held the prestigious Taussig Research Professorship at Harvard University. He is a faculty research fellow of the NBER, a research fellow of the Centre for Economic Policy Research (CEPR), a director of the American Finance Association, a member of the Committee on Capital Market Regulation, and of the United Nation Advisory Board on Microfinance. In 2003 he won the Bernacer Prize for the best European young financial economist. His research interests span from corporate governance to financial development, from political economy to the economic effects of culture. He has published extensively in the major economics and financial journals. A sample of his more recent research can be accessed at In 2003 he published with Raghuram Rajan a book entitled Saving Capitalism from the Capitalists ( which has been translated in 6 foreign languages. He is an editorialist for Il Sole 24 ore (the leading Italian economic newspaper). He declares he can be qualified as independent according to art. 147-ter, paragraph 4, of Italian legislative decree no. 58/1998. Education Massachusetts Institute of Technology (Cambridge, Ma) Ph.D. in Economics, Dissertation The Value of Corporate Control Università Bocconi (Milan, Italy) Bachelor in Economics (laurea), summa cum laude. Experience 2006-Present Graduate School of Business (Chicago, IL) University of Chicago Robert C. McCormack Professor of Entrepreneurship and Finance Harvard University (Cambridge, MA) Taussig Research Professor Graduate School of Business (Chicago, IL) University of Chicago Assistant, Associate, and Full Professor of Finance Now Robert C. McCormack Professor of Entrepreneurship and Finance Other Affiliations 1994-present Research Associate, National Bureau of Economic Research 1997-present Research Fellow, Center for Economic Policy Research 2002-present Fellow of the European Corporate Governance Institute 2005-present Director of the American Finance Association 2006-present Member of the United Nation Commission on Microfinance 2006-present Member of the Committee on Capital Market Regulation

3 Grants, Honors, and Fellowship Templeton Grant Fama-DFA Prize for Capital Markets and Asset Pricing Bernacer Prize for the best European young economist 2002 Nasdaq award for the best paper in capital formation 2000 Brattle Prize: Distinguished Paper Award for outstanding papers published in the Journal of Finance National Science Foundation Grant in Economics Selected by the Review of Economic Studies for the 1992 European Tour Istituto Bancario San Paolo graduate fellowship MIT Department of Economics graduate fellowship Istituto Nazionale Assicurazione graduate fellowship Undergraduate thesis awarded prize from the Italian Magazine Il Mondo. Major Publications The Value of the Voting Right: A Study of the Milan Stock Exchange Experience. Review of Financial Studies (1994), 7: Insider Ownership and the Decision to Go Public. Review of Economic Studies (1995), 62: What Determines the Value of Corporate Votes? Quarterly Journal of Economics (1995), 110: What Do We Know about Capital Structure? Some Evidence From International Data (joint with R. Rajan). Journal of Finance (1995 ), 50: Do Investment-Cashflow Sensitivities Provide Useful Measures of Financing Constraints? (joint with S. Kaplan). Quarterly Journal of Economics (1997). Why Do Companies Go Public? An Empirical Analysis (joint with M. Pagano and F. Panetta). Journal of Finance (1998), 53: The Survival of the Fittest or the Fattest: Exit and Financing in the Trucking Industry. Journal of Finance (1998), 53: Financial Dependence and Growth (joint with R.Rajan). The American Economic Review (1998), 88: Power in a Theory of the Firm (joint with R. Rajan). Quarterly Journal of Economics, (1998), 113: The Cost of Diversity: Diversification Discount and Inefficient Investment. (joint with R. Rajan and H. Servaes). Journal of Finance (2000), 55: The Tyranny of Inequality: An Inquiry into the Adverse Consequences of Power Struggles (joint with R. Rajan). Journal of Public Economics (2000) 76: Investment-cash flow sensitivities are not valid measures of financing constraints (joint with S. Kaplan). Quarterly Journal of Economics (2000) 115: In Search of New Foundations. Journal of Finance (2000) 55: The Influence of the Financial Revolution on the Nature of Firms (joint with R. Rajan) American Economic Review (2001), 91: The Firm as a Dedicated Hierarchy: A Theory of the Origins and Growth of Firms. (joint with R. Rajan) Quarterly Journal of Economics (2001) 116: People s Opium? Religion and Economic Attitudes. (joint with L. Guiso and P. Sapienza), Journal of Monetary Economics (2003) 50: The Great Reversals: The Politics of Financial Development in the 20 th Century. (joint with R. Rajan), Journal of Financial Economics (2003), 69: Private Benefits of Control: An International Comparison. (joint with Alexander Dyck), Journal of Finance (2004) 59:

4 Bureaucracy as a Mechanism to Generate Information (joint with W. Novaes) Rand Journal of Economics (2004). The Role of Social Capital in Financial Development (joint with L. Guiso and P. Sapienza) The American Economic Review (2004) 94: Does Local Financial Development Matter? (joint with L. Guiso and P. Sapienza). Quarterly Journal of Economics (2004) 119: Does Culture Affect Economic Outcomes? (joint with L. Guiso and P. Sapienza). Journal of Economic Perspectives (2006) 20: What Has Mattered to Economics Since 1970 (joint with Han Kim and Adair Morse) Journal of Economic Perspectives (2006) 204: Theft and Taxes (joint with M. Desai and A. Dyck), Journal of Financial Economics (forthcoming). Books Saving Capitalism from the Capitalists (joint with R. Rajan), Random House, New York Other Publications The Stock Markets as a Source of Capital: Some Lessons from Initial Offerings in Italy. (joint with M. Pagano and f. Panetta) European Economic Review, 1996, 40: Debt, Folklore, and Financial Structure (joint with R. Rajan) in Journal of Applied Corporate Finance, Winter 1998, vol. 10, no 4: Why it s worth being in control, in George Bickerstaffe (ed.): The Complete Finance Companion (FT Pitman Publishing, London). Corporate Governance, in the New Palgrave Dictionary of Economics and the Law, P. Newman ed. Macmillan, New York, NY: Which Capitalism? Lessons from the East Asian Crisis, (joint with R. Rajan) Journal of Applied Corporate Finance, Fall 1998, vol. 11, no 3, The Eclipse of the U.S. Tire Industry. (joint with R. Rajan and P. Volpin) in Mergers and Productivity, Steve N. Kaplan ed., University of Chicago Press (2000). Corporate Ownership and the Decision to Go Public: Private versus Social Optimality. (joint with L. Bebchuk) in Concentrated Corporate Ownership, Randall K. Morck ed., University of Chicago Press (2000). The Governance of the New Enterprise (joint with R. Rajan) in Corporate Governance X. Vives ed., p , Cambridge University Press, Financial Systems, Industrial Structure, and Growth (joint with R. Rajan), Financial Systems, Oxford Review of Economic Policy, : The Corporate Governance Role of the Media (joint with A. Dyck) in R. Islam ed. The right to tell: the Role of the Media in Development, The World Bank, Washington DC, The Bubble and the Media (joint with A. Dyck), in Cornelius, Peter and Kogut, Bruce (eds.) Corporate Governance and Capital Flow in a Global Economy, New York, Oxford University Press Banks and Markets: The Changing Character of European Finance (joint with R. Rajan), in European Central Bank 2 nd Annual Conference Commentary on More Finance More Growth in The Federal Reserve of St. Louis Review, July/August The Road to Prosperity: Saving Capitalism form the Capitalists, (joint with R. Rajan) in Transition 14: 7-9: 1-3, 2003.

5 Making Capitalism Work for Everyone (joint with R. Rajan), in National Interest, December In God We Trust? in La Recherche, Hors Serie 14 Janvier 2004: Control Premiums and the Effectiveness of Corporate Governance Systems (joint with A. Dyck) in the Journal of Applied Corporate Finance Spring/Summer 2004: Making Capitalism Work for Everyone (joint with R. Rajan ) in the Journal of Applied Corporate Finance Fall 2004: God and Mammon in Global Agenda 2006, Working Papers Is the U.S. Capital Market Losing Its Competitive Edge? Who Blows the Whistle on Corporate Fraud? (joint with A. Dyck and Adair Morse) Cultural Biases in Economic Exchange (joint with L. Guiso and P. Sapienza ) Trusting the Stock Market (joint with L. Guiso and P. Sapienza) The Costs of Banking Regulation (joint with L. Guiso and P. Sapienza) The Corporate Governance Role of the Media: Evidence from Russia (joint with A. Dyck and N. Volchkova) Media vs. Special Interests (joint with A. Dyck and D. Moss) Are Elite Universities Losing their Competitive Edge? (joint with Han Kim and Adair Morse) Financing Organizations (joint with Stewart Myers and Raghu Rajan) Media and Asset Prices (joint with A. Dyck). What Determines Firm Size? (joint with K. Kumar and R. Rajan) Distribution and Efficiency in Financial Restructuring: The Ferruzzi Group Case (joint with A. Penati).

6 STEFANO CAO Born in Rome on September 16 th Graduated in Mechanical Engineering. Employed by the Eni Group on 1 st December Manager of the Eni Group since 1 st October 1983 Employed by Saipem in 1976, working until 1982 in the Sea Platforms business as Field Engineer and Site Manager. Involved in various overseas postings from 1982 to 1986: Project Manager in England, Branch Manager in Denmark, Operation Manager for offshore activities in the North Sea. Recalled to headquarters in 1986 to coordinate the Engineering activities and in 1988 was appointed Deputy General Manager - Sea Platforms Business, a position held until 1993 when he assumed the position of General Manager - Marketing and Technical Activities. After nomination as Managing Director - Operations in 1996 and having taken on, in 1998, the position of Managing Director - Production and Marketing, in 1999 he has been appointed for the Chairmanship of Saipem. In 2000 he has been appointed General Manager of Eni S.p.A. - Exploration and Production Division. From 2001 to 2003 he was President of Agip International BV and of Agip Exploration BV, a sub holding of the overseas sector of the Exploration and Production Division. From May 2002 to 2006 he was President of Assomineraria (Italian Association for the Mining and Petroleum Industries). From May 2004 to 2006 he was President of Eni Corporate University. He declares he can be qualified as independent according to art. 147-ter, paragraph 4, of Italian legislative decree no. 58/ March 2007

7 GUIDO A. FERRARINI Date of Birth: 8 th August 1950 Education: Graduate cum laude in Law, University of Genoa, 1972 LL.M., Yale Law School, 1978 (Fulbright Scholarship) Current position: Professor of Financial Market Law, Faculty of Law, University of Genoa; Director of the Legal and Financial Centre Specialist subjects: Financial Market Law; Company Law; Economic Law Other activities: Lawyer and Legal Consultant Independent Director of Telecom Italia S.p.A. (Chairman of the Internal Audit and Corporate Governance Committee and Lead Independent Director) Independent Director of Autostrade S.p.A. (Member of the Internal Audit Committee) President of TLX S.p.A. Indipendent Director of Assogestioni Vice President, European Corporate Governance Institute, Brussels Member of the Group of Experts, Corporate Governance Committee, Borsa Italiana S.p.A. Co-Director of the Rivista delle Società Past employment: Member of the Board of Trustees, International Accounting Standards Committee (IASC) Foundation in London Independent director of ERG S.p.A. and Telecom Italia Mobile (TIM) S.p.A. Member of the Scientific Committee, National Commission for Listed Companies and the Stock Exchange (CONSOB) ( ) Commerzbank Stiftung Visiting Professor, Institute for Law and Finance, Frankfurt University, spring 2006 Global Visiting Professor, School of Law, New York University, autumn 2005 Clifford Chance Visitor, Cambridge University, April 2005

8 Honorary Professor, Faculty of Laws, University College London ( ) Visiting Professor, Columbia Law School, autumn 2003 Visiting Professor, Hamburg University, June 2002 Visiting Professor, Bonn University, January 2002 He declares he can be qualified as independent according to art. 147-ter, paragraph 4, of Italian legislative decree no. 58/1998. March 2007

JANICE C. EBERLY Chair of the Finance Department Kellogg School of Management Northwestern University

JANICE C. EBERLY Chair of the Finance Department Kellogg School of Management Northwestern University JANICE C. EBERLY March 2016 Department of Finance 2001 Sheridan Road Evanston, IL 60201 USA Employment Experience: 2002 - present James R. and Helen D. Russell Distinguished Professor of Finance (previously