In this section you will find all the documents, including the notice of call, concerning the Annual General Meeting.
Registered office: Piazza Duca degli Abruzzi 2, Trieste
Share capital: € 1,561,808,262.00, fully paid-up.
Tax Identification Number and Trieste Companies Registry Number: 00079760328.
Insurance and Reinsurance Companies Register No. 1.00003.
Parent company of the Generali Group, listed in the Insurance Groups Register under no. 026.
Notice of call of the Shareholders’ Meeting
Shareholders are invited to attend the Shareholders’ Meeting at Palazzo dei Congressi, Stazione Marittima, Molo Bersaglieri 3, Trieste, on
— 17 April 2018, at 9.00 a.m. in ordinary and extraordinary session (first call), and, if needed, on
— 18 April 2018, at 9.00 a.m. in extraordinary session (second call), and, if needed, on
— 19 April 2018, at 9.00 a.m. in ordinary session (second call) and extraordinary session (third call) to pass resolutions on the following
1. 2017 Financial Statements:
a) Adoption of the Financial Statements as at 31 December 2017 with the Report of the Board of Directors, the Report of the Board of Statutory Auditors and the External Auditor Report. Presentation of the Consolidated Financial Statements and of the Annual Integrated Report. Relevant resolutions. Delegations of powers.
b) Allocation of profits 2017 and distribution of dividends. Relevant resolutions. Delegations of powers.
2. Remuneration Report.
Adoption of the Remuneration Policy pursuant to s. 123-ter of the Legislative Decree No. 58/1998 (CFBA) and s. 24 of ISVAP Regulation No. 39/2011.
3. 2018 Group Long Term Incentive Plan (LTIP):
a) Adoption of 2018 LTIP pursuant to s. 114-bis of CFBA. Relevant resolutions. Delegations of powers.
b) Adoption of the authorization to purchase own shares and to dispose of them for the purposes of incentive plans. Relevant resolutions. Delegations of powers.
c) Adoption, in extraordinary session, of the delegation of power to the Board of Directors, pursuant to s. 2443 of the Italian Civil Code, for a period of 5 years from the date of the resolution, to increase the share capital with free issues and in one or several transactions, pursuant to s. 2439 of the Italian Civil Code for the purpose of 2018 LTIP. Relevant resolutions. Delegations of powers.
4. Amendments to the Articles of Association.
a) Adoption, in the extraordinary session, of the amendment to article 9 of the Articles of Association (on the update of Equity items for the Life section and the Non-Life section) pursuant to s. 5 of ISVAP Regulation No. 17 of 11 March 2008. Relevant resolutions. Delegations of powers.
Shareholders accounting, either individually or jointly, for at least 2.5% of the share capital may request, within 10 days of the publication of this notice of call, i.e. by 26 March 2018, additions to the list of items on the agenda (by specifying in their application the additional items they suggest), or by submitting draft resolutions on items already on the agenda. The application must be submitted in writing to the Company's registered office, to the attention of the Head of Corporate Affairs, also by mail or by email to the certified email address firstname.lastname@example.org. The ownership of the shares by the applicant Shareholders and the required shareholding to request additions to the agenda must be evidenced by an ad-hoc document submitted by the intermediary and sent to the certified email address email@example.com. Additions to the list of items on the agenda are not allowed on items which the Shareholders' Meeting is required by law to debate upon the Directors’ proposal or on the basis of projects or reports drafted by them. Any additions to the agenda or the submission of additional draft resolutions on items already on the agenda will be notified in the statutory forms laid down for the notice of call, within the deadlines specified in the applicable regulations. Shareholders requesting additions to the agenda are required to draft a report stating the reasons for the draft resolutions regarding the new items they suggest, or the reasons for the additional draft resolutions on items already on the agenda. Said report must be delivered to the Board of Directors within the deadline for the submission of requests, i.e. by 26 March 2018. The report will be made available to the public, together with any evaluations by the Board of Directors, when the notice of additional items is published.
The full text of the draft resolutions and the reports of the Board of Directors on the items of the agenda, the financial statements 2017 with all schedules and statements signed by the manager in charge of preparing the Company’s financial reports, the Report on the new incentive plan for Generali Group management, the annual Corporate Governance and Share Ownership Report and the Remuneration Report will be filed at the Company's registered office within the statutory period, and they will be available to the public. These documents will also be published in the corporate Web site www.generali.com in the Governance / Annual General Meeting / AGM 2018 section, together with forms which Shareholders may use to vote by proxy, as indicated below, and in the eMarket SDIR mechanism, managed by Spafid Connect S.p.A., at the Internet address www.emarketstorage.com. Information about the amount of the share capital, with details on the relevant number and categories of shares is available in the Company's website.
Those entitled to vote may ask questions about the items on the agenda also before the Shareholders' Meeting, up to the third day before the date of first call, i.e. by 14 April 2018, by delivering them to the Company’s registered office, to the attention of the Head of Corporate Affairs, or by emailing them to firstname.lastname@example.org, or to the certified e-mail address email@example.com according to the terms and conditions published in the Company's website. Questions received before the Shareholders' Meeting will be answered at the Meeting, at the latest. The Company may provide a single answer to all questions on the same topic.
Entitlement to attend the Shareholders Meeting and to exercise voting rights is proved by a certificate, which must be issued to the Company by an authorized intermediary in accordance with relevant book entries, for the party holding voting rights. The certificate is issued by the intermediary based on the evidence as of the record date (6 April 2018), namely the seventh market trading day before the date of the first call of the Shareholders' Meeting.
Debit and credit entries made after that date will not be taken into account for the purpose of establishing the entitlement to vote at the Shareholders' Meeting; therefore, those who became shareholders only after that date will not be entitled to attend or vote at the Shareholders’ Meeting. The owners of shares which have not yet been dematerialised may only attend the Shareholders' Meeting if their share certificates are first deposited with an intermediary authorized to input them into the dematerialisation system and to issue the subsequent notice.
Attendance by Shareholders of the Shareholders’ Meeting is governed by the applicable legislation and regulations, and by the provisions of the Articles of Association and the Shareholders’ Meeting Regulation in force, which are available at the Company's registred office and in the Company's website. Those holding voting rights may appoint a proxy to represent them at the Shareholders’ Meeting according to the law. In compliance with applicable legislation, shareholders may appoint the Company’s designated representative “Computershare S.p.A.” as a proxy with voting instructions, free of charge, pursuant to article 135-undecies of the CFBA. The proxy must be granted by signing the proxy form which is available on the Company’s website, in the Governance / Annual General Meeting / AGM 2018 section, from 27 March 2018 at the latest. The proxy form must be received by “Computershare S.p.A.” by the end of the second day before the actual date of the Shareholders’ Meeting, according to the procedure specified in paragraph 1 of the “Instructions for filling in and submitting the form” contained in said form.
The proxy does not cover draft resolutions for which no voting instructions have been given. The proxy and voting instructions may be revoked within the same period and with the same procedures as their conferment.
The certificate issued to the Company by the intermediary, proving that the Shareholder is entitled to attend the Shareholders’ Meeting and to exercise his/her voting rights, is also required if the designated representative is appointed as a proxy: in the absence of this certificate, the proxy form is deemed to be null and void. Alternatively, Shareholders may appoint a proxy by filling in the proxy form available on the Company’s website. The representative by proxy may deliver or send a copy of the proxy form, instead of the original, to the certified email address firstname.lastname@example.org, certifying on his/her own responsibility that the copy is a true copy of the original and the identity of the principal. Pursuant to the applicable legislation, the representative will retain the original proxy form, and keep details of any voting instructions received, for one year from the end of the Shareholders’ Meeting.
The proxy may also be granted with an electronic document signed electronically pursuant to article 21, paragraph 2, of Legislative Decree No. 82 of 7 March 2005 and sent to the certified email address email@example.com.
Interpreting service. A simultaneous interpreting service will be available from Italian into a number of foreign languages (English, French, German and Spanish) during the proceedings of the Shareholders’ Meeting. Headphones will be provided on demand at the entrance desk of the Stazione Marittima.
Live streaming service. This year for the first time, it will also be possible to follow live via streaming opening statements by the Chairman, the Group CEO and the Group CFO. This service will allow an audience more and more extensive and inclusive of share- and stakeholders to participate, also at a distance, in an important moment for company communications. This service will also be available with a live translation in the same languages quoted above. The access procedures are available on the Company’s website, in the Governance / Annual General Meeting / AGM 2018 section.
Shareholders’ Meeting - Extended Inclusion. At the entrance, people with motorial disability will easily find their dedicated path and some specific services. Other services will be provided to overcome any physical, communication and sensory barriers: some services require advance booking, according to the terms and conditions published in the Company's website in the Governance / Annual General Meeting / AGM 2018 section.
Useful contacts. Further information or explanations about Shareholders’ attendance of the Shareholders’ Meeting can be obtained by email at firstname.lastname@example.org or by phone at +39 040 671621 or +39 040 671696 or by fax at +39 041 3362876. All other people wishing to attend the Shareholders’ Meeting may also contact the following numbers: for financial experts and analysts: phone +39 040 671402, fax +39 040 671338 and email email@example.com; for journalists: phone +39 02 48248206, fax +39 040 671127 and email firstname.lastname@example.org.
Information about share capital
The share capital of Assicurazioni Generali S.p.A. amounts to € 1,565,165,364.00 divided into 1,565,165,364 ordinary shares with voting right of € 1.00 each.
As of 16/4/2018 the share capital was increased by Euro 3,357,102.00 to implement the resolution on the Long-Term Incentive Plan 2015 adopted by the shareholders on 30/4/2015.
*This report replaces the document published on march 15 2017, available in the download center, since it also includes the reports by the Board of Statutory Auditors and the Independent Auditors, pursuant to art. 154-ter of legislative decree of 24 February 1998, no. 58 - Testo Unico delle disposizioni in materia di intermediazione finanziaria (TUIF), and pursuant to art. 8 and 21 of law of 6 February 1996, no. 52
** This Management Report and Parent Company Financial Statements Proposal 2017 has been resolved by the AGM 2018. Please look at the approved document published in this page on April 19th 2018.