This section answers a number of questions about the Shareholders’ Meeting.
As for attendance and voting, the authorised financial intermediary holding Generali shares must be instructed to send a notice to the Company concerning attendance. This notice includes the number of shares held in custody at the end of the seventh market day before the date of the Shareholders' Meeting in first or single call (i.e. record date, which this year is 17th April 2019). Shareholders qualifying as such after the record date are not entitled to attend and vote at the Shareholders' Meeting. The notice must be delivered to Assicurazioni Generali by the end of the third market day before the date of the Shareholders' Meeting in first or single call. Shareholders may attend and vote also if the notice from the authorised intermediary is delivered after the deadline, provided it is delivered by the start of the Shareholders' Meeting.
Pursuant to the Legislative Decree no. 27/2010, as amended, 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. This right is not forfeited if shares are transferred wholly or in part after the record date, which, for this Shareholders' Meeting, is 17th April 2019. Any registration of purchase or sale after that date is not relevant for the purpose of entitlement to attend and vote at 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 (subject to the exemptions established in art. 135-novies of Legislative Decree no. n. 58/1998), without prejudice to the option to appoint substitute proxies. It is also possible to appoint 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 stated; the proxy and the related voting instructions may be revoked. The proxy must be in writing and the proxy form will be available on the website of Assicurazioni Generali and at the registered office.
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, by the second business day before the Shareholders' Meeting. Proxies must be appointed using the appropriate form, which may be downloaded from the website and is free of charge for Shareholders. For this Shareholders' Meeting, the Designated Representative is Computershare S.p.A., as specified in the Shareholders' Meeting Notice.
Reports are available to the public at the registered office, on the website (section Governance – Annual General Meeting – AGM 2019) and on the storage mechanism used by the Company, known as "eMarket SDIR", by the deadline set for the issues of the Shareholders' Meeting Notice of call or as required by the applicable laws.
Pursuant to applicable laws and regulations, listed insurance and reinsurance companies are required to publish the remuneration report within a set period. This report includes three sections: the first section describes the remuneration policy for members of the corporate bodies and managers having strategic responsibilities and of the control functions, the second section describes how the policy has been implemented, detailing also the actual fees paid, the third contains the reports of control functions verifications executed by Audit, Compliance and Risk Management functions. In this framework, the Shareholders’ Meeting is called upon to pass a binding resolution on the first part only, and it merely needs to be informed about the second section.
Pursuant to the Legislative Decree no. 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 on the website, detailing 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.
No it is not. 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. This document, as a consequence, is not subject to discussion and approval by the Shareholders’ Meeting.
As has taken place in the recent past, the agenda for this meeting also includes a proposal for an amendment to the Articles of Association, which serves to implement the long-term incentive plan.
ISVAP Regulation no. 17/2008 stipulates that upon each amendment to the Articles of Association, the insurance companies deliberate on an update of the clause of the latter that, pursuant to such regulation, states the amount of share capital and other equity elements.
In line with last year, a new long-term incentive plan based on Assicurazioni Generali shares – the 2019 Group LTI – is being submitted for the approval of the Shareholders' Meeting.
The structure of the plan has been reviewed in light of the evolution of the regulatory framework, the market practices, the investor expectations and the new Group strategy.
A three-year overall performance period (2019-2021) has been introduced. The vesting of the shares is subject to the achievement of Group performance conditions and the verification of the achievement of a minimum level of Regulatory Solvency Ratio as the only access threshold to the incentive plan.
The objectives of the Group's strategy have been fully integrated within the plan, in order to align the metrics of the incentive plan to the new strategic objectives, with particular reference to: Earning Per Share Growth, average net ROE and relative TSR (“rTSR”).
The structure of the Long-Term Incentive Plan is differentiated in terms of overall timeline and deferral periods for two different categories of beneficiaries:
- for the Managing Director/Group CEO and Group Management Committee (GMC) members, the pay-out system is set over an overall timeframe of seven calendar years;
- for other relevant personnel, the other members of the Global Leadership Group (GLG), Directors and Talents, the pay-out system is set over an overall timeframe of six calendar years.
The maximum number of shares to be granted is equal to 12.000.000, which account for 0,77% of the current share capital.
The plan provides employees with the opportunity to purchase Assicurazioni Generali shares at favorable conditions, offering, in case of share price appreciation, free shares (“matching” and “dividend equivalent”) in proportion to the share purchased and to the dividends distributed.
The Plan is addressed to Generali Group employees, with the exception of members of the Group Management Committee (GMC) and the Global Leadership Group (GLG).
The Board of Directors of Assicurazioni Generali, giving execution to the plan, will identify the specific categories of employees who may be beneficiaries of the plan.
The plan, subject to Annual Shareholders’ Meeting approval on 7 May 2019, is set to start in October 2019 and to last 3 years.
The plan will be financed through a shares buy-back program, with no capital dilution.
The plan will involve up to 6 million shares equal to 0.38% of the current company’s share capital.
Given the size of the plan, the impact on the Group’s Solvency Ratio will be neglectable.