Generali SpA

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Shares history 1983

Considering that: the capital increase carried out in 1982 had brought the original 500,000 restricted Generali shares (nominal value ITL 4,000) subject to the conversion of the bonds to 625,000; the company’s Board of Directors had announced the first, second and third calls of the general shareholders’ meeting for 23, 24 and 25 June 1983, respectively, to vote on a proposal to increase the company's share capital from ITL 125 billion to ITL 250 billion; such increase would increase the number of restricted Generali shares to 2,500,000 shares with a nominal value of ITL 2,000 each, the bondholders meeting held on 18 June 1983 – provided that the proposal to increase the company’s share capital was approved – voted:

- to coordinate the rules governing the bonds with a nominal value of ITL 70,000 with the ordinary rules, by replacing the lot-drawing system specified in Article 12 of the Bond Rules for assigning series with the system specified in Articles 4 and 5 of the Bond Rules, and thus extending the right to request – each year for five years from 1 August 1984 to 1 August 1988 – the redemption or conversion of the bonds to the holders of these bonds as well, with a reduction of the initial nominal value by one fifth; - to split each ITL 5,000 bond in the issue into five bonds with a nominal value of ITL 1,000 each.

As a result, the bond issue now consists of 35 million bonds with a nominal value of ITL 1,000 each represented by bearer certificates in denominations of 70, 350, 1,750 and 3,500 bonds, and the conversion ratio is one share with a nominal value of ITL 2,000 for every ITL 14,000 of the principal amount of the bond.
The resolution was lodged on 7 October 1983 and registered with the Company Register maintained by the Clerk of the Court of Rome; accordingly, as from 18 October 1983, the bond certificates of a face value of ITL 70,000 were replaced with new certificates as per the new layout with interest coupons from number 3 to number 7 inclusive as well as slips for the years from 1984 to 1988, updated with stamps in denominations of ITL 350,000, 1,1750,000 and 3,500,000 pursuant to the aforesaid resolution.
The resolutions passed by the extraordinary shareholders’ meeting of 25 June 1983 included:

- to increase the company’s share capital from ITL 125,000,000,000 to ITL 250,000,000,000 by increasing the nominal value of the 31,250,000 shares outstanding from ITL 4,000 to ITL 8,000 each, to be accomplished by capitalising a total of ITL 125,000,000,000 from the Monetary Revaluation Reserve established pursuant to Italian Law No. 72 of 19 March 1983; - to split each of the company’s shares of a nominal value of ITL 8,000 each into four shares of a nominal value of ITL 2,000 each and to issue 93,750,000 new shares.

The resolution was ratified on 19 September 1983 through decree No. 6947 of the Court of Rome; accordingly, as from 18 October 1983, in connection with the aforesaid transaction, outstanding share certificates with coupons from No. 16 onwards, were replaced with new share certificates as per the new layout featuring variable denominations and endowed with coupons from No. 1 to No. 20.
The related files are marked with the code “EAST” in the Shareholders’ Register and the serial numbers of the certificates are preceded not only by the check-digit but also the letter “S” that replaces all the alphabetic codes previously used to distinguish individual issues (A B C D E F G H L and Z). The new certificates are serially numbered, starting with 000001.
The conversion ratio of the “Generali 12% 1981-1988” bonded loan was changed, especially in compliance with the resolution passed by the General meeting of Bond-holders (one share of a face value of ITL 2,000 for each redeemable bond of a face value of ITL 14,000), and the number of restricted Generali shares rose to 2,500,000 of a face value of ITL 2,000 each.
The 100,475 treasury shares with a nominal value of ITL 4,000 each thus became 401,900 shares with a nominal value of ITL 2,000 each.