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In this section, you will find some frequently asked questions on the Annual General Meeting. For general questions please read the FAQ section in the service menu.
Where and when has the Shareholders' Meeting Notice been published?
The Shareholders' Meeting Notice was published on March 23 in the website www.generali.com,
it was notified to Borsa Italiana on the same day and it was published in the
newspapers "Sole24Ore" and "Il Piccolo" on the following day.
May I attend the Shareholders' Meeting if I sold my shares after the record date?
Pursuant to the Legislative Decree n. 27/2010, the rights to attend and to vote
at the Shareholders' Meeting may be exercised by Shareholders who – at the end
of the seventh business day before the day of the Shareholders' Meeting (i.e.
the record date) are holders of shares of the issuer and have notified their intention
to attend the Shareholders' Meeting to the authorised intermediary.
Such right is not forfeited if shares are transferred wholly or in part after
the record date which, for this Shareholders' Meeting is April 12, 2011.
Any registrations of purchase or sale after such date are not relevant after
such date for the purpose of the rights to attend and vote at the Shareholders'
Meeting.
Who's the "Designated Representative"?
The Designated Representative of the Company is the organisation the Company
may appoint for each Shareholders' Meeting, pursuant to article 135-undecies of
the Code on Financial Intermediaries, that Shareholders may appoint as proxy,
providing voting instructions on some or all the items of the agenda, within the
second business day before the Shareholders' Meeting.
Proxies must be made using the appropriate form, which may be downloaded from
www.generali.com, and it’s free of charge for Shareholders.
For this Shareholders' Meeting, the Designated Representative is: Servizio Titoli
S.p.A. as specified in the Shareholders' Meeting Notice.
I can't attend the Shareholders' Meeting personally. How can I attend and vote in the Shareholders' Meeting?
Shareholders may either attend personally or appoint a proxy in writing. Shareholders
with voting rights may appoint a single proxy for each Shareholders' Meeting,
save as the option to appoint substitute proxies or the Designated Representative
of the Company. The proxy is also valid for the subsequent calls of the Shareholders'
Meeting. The proxy is not valid if the name of the representative is not specified;
the proxy and the relevant voting instructions may be revoked.
The proxy must be in writing, a proper form on the proxy is available in the
web site of Assicurazioni Generali.
What is the procedure to attend and vote in the Shareholders' Meeting?
As for attendance and voting, the authorised financial intermediary having the
Generali shares as a deposit must be required to send a notice to the Company
concerning attendance. This notice is based on the number of shares held in deposit
at the end of the seventh market day before the date of the Shareholders' Meeting
as first or only call (i.e. record date). Shareholders qualifying as such after
the record date may not attend to and vote in the Shareholders' Meeting. The notice
must be received by Assicurazioni Generali within the end of the third market
day before the date of the Shareholders' Meeting as first or only call. Shareholders
may attend and vote also if the notice from the authorised intermediary is made
after the deadline, but within the start of the Shareholders' Meeting.
Where and when are available the reports of the Board of Directors on the items of the agenda of the Shareholders' Meeting?
Reports are available to the public at the registered office, in the Company
web site and they are submitted to Borsa Italiana ( http://www.borsaitalia.it) within the deadline for the release of the Shareholders' Meeting Notice or
as required in the applicable regulations.
Why wasn't the appointment of Mr Galateri as Director of the Company submitted to the adoption of the Shareholders' Meeting
of April 30, 2011?
Last year, at the time of the resignation of the then Chairman Mr Geronzi, occurred
on April 6, 2011, the Shareholders' Meeting had already been called and the agenda
had already been defined and determined on a final basis. As is known, Directors
may not integrate the agenda, introducing any new items, once the Shareholders'
Meeting Notice has been released. Therefore, the Shareholders' Meeting of 2012
is called upon to adopt the appointment of Mr Galateri as Director of the Company.
Do the resolutions of the Shareholders' Meeting on draft amendments to the Articles of Association come into force immediately or is ISVAP approval required for them to come into
force?
Pursuant to article 196 of the Legislative Decree n. 209 of 7 September 2005
(Code on Private Insurance), amendments to the articles of association are entered
in the Company Registry provided they have been approved by ISVAP. ISVAP is required
to approve them within 30 days from the receipt of the shareholders' meeting minutes
and the relevant annexes and it will inform the company if such amendments are
not in line with the principle of sound and cautious corporate management.
How does the new Long Term Incentive Plan work?
The long term incentive plan is based on cycles for a total duration of six years,
i.e. the First Three-Year Period and a Second Three-Year Period. The Plan is rolling,
which means that every year a new Cycle begins, involving new Beneficiaries with
new Goals in line with the Industrial Plan.
The beneficiaries are discretionary selected among managers working for Generali
or for Group companies in Italy and abroad depending on their actual capacity
to achieve any business targets and their role. The different Classes of access
to the Plan determine the percentage of Yearly Gross Remuneration which corresponds
to the target three-year amount due to the Beneficiaries.
At the end of the First Three-Year Period, depending on the results they achieve,
the actual Beneficiaries may receive a cash bonus. According to the Class of access
to the Plan, the Beneficiaries have to invest into Generali shares an amount ranging
between 15% and 30% of the allocated gross Bonus. At the end of the Second Three-Year
Period, the Beneficiaries are entitled to receive a number of Free Shares, depending
on the number of shares they purchased and depending on how the TSR of the Generali
Group ranks in the group of competitors.
Why is the Shareholders’ Meeting called upon to adopt the first part of the Remuneration
Report only?
Pursuant to CONSOB and ISVAP regulations, listed insurance and reinsurance companies
are required to publish the remuneration report within a deadline. This report
includes two sections: the first section describes the remuneration policy for
members of the corporate bodies and managers having strategic responsibilities,
the second section describes how the policy has been implemented, disclosing the
actual fees. In this framework, the Shareholders’ Meeting is called upon to pass
a resolution on the first part only. In this framework, the shareholders' meeting
is required to pass a resolution on the first section only, and it merely needs
to be informed about the second section.
When will the Shareholders' Meeting minutes be available in the Generali web
site?
Pursuant to the Legislative Decree n. 27/2010, the Shareholders' Meeting minutes
must be available within 30 days from the day of the Meeting.
Within 5 days from the day of the Shareholders' Meeting, a summary must be published
in the web site of the Company, disclosing the outcomes of the votes, the number
of shares represented in the Shareholders' Meeting and the percentage of the share
capital represented by the shares for which votes have been cast, the number of
votes in favour, the number of votes against the resolutions and the number of
abstentions.
Is the Corporate Governance Report adopted in the Shareholders' Meeting?
No. Pursuant to article 123 bis, paragraph 3, of the Legislative Decree no. 58
of 24 February 1998, the Board of Directors of the Company is called upon to adopt
the Corporate Governance Report.
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last update on 27-04-2012 12:46
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