Generali SpA

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Shares history 1982

In accordance with the resolution passed by the general shareholders’ meeting of 26 June 1982, as from 19 July 1982, together with the payment of the dividend of ITL 1,100 per share (pre-tax), “Alleanza Assicurazioni” shares were assigned as an extraordinary quota in kind, at the ratio of 1 Alleanza share, with dividend rights as from 1 January 1982, for each group of fifty “Generali” shares held by or due to the holders of the convertible bonds issued under the “Generali 12% 1981-1988” bond issue.

Accordingly, 10,000 Alleanza shares to be allocated in respect of the 500,000 restricted Generali shares obtainable on conversion of the bond issue were transferred into a restricted deposit.

In accordance with the resolutions passed, a total of 80,400 rights were cancelled, including 80,380 in relation to the remaining unrestricted treasury shares and 20 purchased on the market.

A total of 488,392 Alleanza shares therefore remain to be allocated to Generali shareholders. (A total of 500,000 Alleanza shares are to be allocated, minus the 10,000 shares of the bondholders and 1,608 shares that were issued in respect of the 80,400 cancelled rights).

A total of ITL 244,326,418 (subject to withholding tax), corresponding to the book value of the shares to be allocated to shareholders and bondholders, was withdrawn from the Extraordinary Reserve.

For the purposes of determining the taxable income of each recipient and the disbursing Company, the actual value of the “Alleanza” right, initially established at ITL 9,810 on the basis of the aforesaid book value, will, at the time of filing of income tax returns, be recalculated in light of the “Alleanza” stock price on 19 June 1982 (ITL 34,800), and therefore amounting for tax purposes, to ITL 696 for each Generali share.

Application was made for the listing of the right with all the Stock Exchanges as from 19 July through to the end of 16 September 1982 and was obtained with the Milan Stock Exchange up to 10 September 1982.

The extraordinary shareholders’ meeting of 26 June 1982 voted to increase the company’s share capital from ITL 100,000,000,000 to ITL 125,000,000,000, divided into 31,250,000 registered shares with a nominal value of ITL 4,000 each, as follows:

a) bonus issue of 6,250,000 new shares with a nominal value of ITL 4,000 each, to be allocated to shareholders in the proportion of one new share for each four shares held;

b) capitalisation of ITL 25,000,000,000, including ITL 24,311,895,079 from the Revaluation Reserve established under Italian Law No. 576 of 2 December 1975 and ITL 688,104,921 from the Revaluation Reserve established under Law No. 904 of 16 December 1977;

c) dividend rights of the new shares issued as per points a) and b) effective as of 1 January 1982.

To confirm the issue, coupon No. 14 will be detached from the share certificates, and box No. 5 on the face of the certificates was stamped.

The related transactions shall commence on 17 September 1982 and shall be completed, for the purposes of the relevant institutions on 31 October 1982; following such date, the transactions may be effected only through the Company’s Head Offices against presentation of the related share certificates.

Application was made for the listing of the right with all the Stock Exchanges as from 17 September through to the end of 15 October 1982, and was obtained with the Milan Stock Exchange up to that date.

The share capital increase was homologated by the Court of Rome by decree No. 7154 of 22 July 1982.

The conversion ratio of the “Generali 12% 1981-1988” Bonded Loan was changed accordingly (1.25 shares in conversion of every 14 bonds), and the number of liened Generali shares increased by 125,000 to reach a total of 625,000 shares.

An additional 20,095 unrestricted shares were allocated in respect of the 80,380 unrestricted treasury shares in the Company’s portfolio, bringing the total to 100,475.

In accordance with the resolution passed by the extraordinary shareholders’ meeting of “Alleanza Assicurazioni” on 22 June 2982 (ratified by the Court of Milan with Decree No. 9245 of 3 August 1982) authorising a capital increase from ITL 24,000,000,000 to ITL 30,000,000,000 divided into 30,000,000 shares with a nominal value of ITL 1,000 each, another 2,500 shares were added to the 10,000 “Alleanza Assicurazioni” shares allocated in respect of the 500,000 Generali shares restricted subject to the conversion of the "Generali 12% 1981-1988” bond issue; therefore, a total of 12,500 “Alleanza Assicurazioni” shares remained restricted.