Generali SpA

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Shares history 2010

Capital increase to 25/01/2010 resulting from the exercise of stock options – implementation of Stock Options Plans for 2001-2002-2003-2005 pursuant to the resolutions of the Board of Directors of 26 March 2001, 14 May 2002, 13 May 2003, 13 May 2005 and 20 June 2007.

STOCK OPTION 2001

Having considered paragraph 3 of Article 8 of the Articles of Association as amended by the shareholders’ resolution passed on 29 April 2000;

at its meeting on 26 March 2001, the Board of Directors of “Assicurazioni Generali Società per Azioni” voted:

  1. to implement the “Plan” for the allotment to be carried out during the year ended 31 (thirty-one) December 2001 (two thousand one);
  2. accordingly, to increase the company’s share capital by a maximum of ITL 4,800,000,000 (four billion eight hundred million);
  3. the capital increase shall be carried out through the issue of a maximum of 2,400,000 (two million four hundred thousand) new ordinary shares having the same characteristics of the shares already outstanding, to be reserved to parties qualifying for the categories specified in letter a) of this clause, at the per-share price indicated in letter c) of this clause:
    1. the subscription of the newly issued shares shall be reserved for employees of Assicurazioni Generali S.p.A. and of Italian and foreign companies… omitted
    2. the subscription shall be carried out by the exercise of pre-emptive rights...omitted
    3. omitted
    4. except as provided in letter b) of point 5, below, pre-emptive rights may be exercised by those to whom they are assigned during the following periods:
      1. for half of the rights assigned, from 26 (twenty-six) March 2004 (two thousand four) to the final deadline of 26 (twenty-six) March 2008 (two thousand eight);
      2. for the other half, pre-emptive rights can be exercised from 26 (twenty-six) March 2005 (two thousand five) until the final deadline of 26 May 2008 (two thousand eight);

rights not exercised by the aforementioned final deadlines shall be void in all respects.

STOCK OPTION 2002

 At its meeting on 14 May 2002, the Board of Directors of “Assicurazioni Generali Società per Azioni” voted:
In executing the power vested in it by the third paragraph of this Article, with a resolution passed on 14 May 2002, the Board of Directors increased the company’s share capital by a maximum of EUR 3,800,000.00 (three million eight hundred thousand/00) by offering the shares to employees of the company and its subsidiaries as part of a stock option plan. The share capital increase may be carried out between 14 May 2005 and May 2011.

STOCK OPTION 2003

At its meeting on 13 May 2003, the Board of Directors of “Assicurazioni Generali Società per Azioni” voted:

  1. to implement the “Plan” for the allotment to be carried out during the year ended 31 (thirty-one) December 2003 (two thousand three);
  2. accordingly, to increase the company’s share capital by a maximum of EUR 4,500,000 (four million five hundred thousand/00); if all pre-emptive rights have not been exercised by the final deadline established by this resolution, the share capital shall be increased by the amount of the subscriptions received;
  3. 3) the capital increase shall be carried out through the issue of a maximum of 4,500,000 (four million five hundred thousand) new ordinary shares having the same characteristics of the shares already outstanding, to be reserved for parties qualifying for the categories specified in letter a) of this clause, at the per-share price indicated in letter c) of this clause:
    1. the subscription of the newly issued shares shall be reserved for employees of Assicurazioni Generali S.p.A. and of Italian and foreign companies… omitted
    2. the subscription shall be carried out by the exercise of pre-emptive rights...omitted
    3. omitted
    4. except as provided in letter c) of point 5, below, pre-emptive rights may be exercised by those to whom they are assigned during the following periods:
      1. for half of the rights assigned, from 13 May 2006 (two thousand six) to the final deadline of 13 May 2009 (two thousand nine);
      2. for the other half, pre-emptive rights can be exercised from 13 May 2007 (two thousand seven) until the final deadline of 13 May 2010 (two thousand ten);

rights not exercised by the aforementioned final deadlines shall be void in all respects.

STOCK OPTION 2005

Having considered paragraph 3 of Article 8 of the Articles of Association as amended by the shareholders’ resolution passed on 30 April 2005;

at its meeting on 13 May 2005 the Board of Directors of “Assicurazioni Generali Società per Azioni” voted:

1) to implement the “Plan” for the allotment to be carried out during the year ended 31 December 2005;

2) accordingly, to increase the company’s share capital by a maximum of EUR 2,000,000.00; if all pre-emptive rights have not been exercised by the final deadline established by this resolution, the share capital shall be increased by the amount of the subscriptions received;

3) the capital increase shall be carried out through the issue of a maximum of 2,000,000 new ordinary shares having the same characteristics of the shares already outstanding, to be reserved for parties qualifying for the categories specified in letter a) of this clause, at the per-share price indicated in letter c) of this clause:

a) the subscription of the newly issued shares shall be reserved for employees of Assicurazioni Generali S.p.A. and of Italian and foreign subsidiaries pursuant to the provisions of Article 93 of Italian Legislative Decree No. 58 of 24 February 1998, and therefore without shareholders’ pre-emptive rights pursuant to paragraph 8 of Article 2441 of the Italian Civil Code and Article 134 of Italian Legislative Decree No. 58 of 24 February 1998;

b) the subscription shall be carried out by the exercise of pre-emptive rights, to be allotted in the proportion of one share for every pre-emptive right with effect from the date of this resolution;

c) the per-share price including the nominal value of the shares amounting to EUR 1.00 is established as follows:

i) for beneficiaries of pre-emptive rights having their fiscal domicile in Italy and/or for whom pre-emptive rights allotment stands as consideration for work carried out in Italy, the subscription price is equal to the arithmetic mean of reference prices of the quotation of “Assicurazioni Generali S.p.A. ordinary shares” on the Italian Electronic Stock Exchange managed by Borsa Italiana S.p.A., recorded between the pre-emptive rights’ allotment date and the same day of the previous calendar month;

ii) for beneficiaries of pre-emptive rights having their fiscal domicile abroad and/or for whom pre-emptive rights allotment stands as consideration for work carried out abroad, the price mentioned in the foregoing clause i) may be increased – subject to a resolution adopted by the Chairman and the Managing Directors, also severally among them – by a maximum of 10% (ten per cent), if necessary or only convenient, in accordance with the regulations in force in the foreign countries involved in the “Plan”;

d) except as provided in letter c) of point 5 below, pre-emptive rights may be exercised by those to whom they are assigned as from 13 May 2008 and until the final deadline of 13 May 2011: rights not exercised by the aforementioned final deadlines shall be void in all respects;

omitted

INTEGRATION TO STOCK OPTION PLANS

Having considered the shareholders’ resolution passed on 20 June 2007; 

at its meeting on 20 June 2007 the Board of Directors of “Assicurazioni Generali Società per Azioni” decided:

1) that each pre-emptive right that has already been assigned and can still be exercised under the following stock option plans:

a) stock option plan 2001-2003;

b) stock option plan 2005-2007;

c) stock option plan 2006-2008;

d) stock option plan 2001-2003;

e) stock option plan 2006-2008;

shall give right, as from 28 June next, to the subscription or purchase (according to the relevant plan) of 1.1 Generali shares, without prejudice to the terms and conditions envisaged for the exercise of said rights, as resulting from the resolutions on the assignment of said rights and the relevant regulations;

omitted