AGM approves 2013 financial statements. Board of Statutory Auditors appointed

Trieste April 30, 2014 – The ordinary and extraordinary Shareholders’ Meeting of Assicurazioni Generali S.p.A. was held today under the chairmanship of Gabriele Galateri di Genola.

The ordinary Meeting resolved as follows:

• the AGM approved the financial statements for the year 2013, which closed with a net profit of € 1,915 billion, and announced the distribution to the shareholders of a dividend of € 0.45 per-share, to be paid as from 22 May 2014, after the detachment of coupon no. 23. The dividend will be legitimately payable starting from 21 May 2014. Shares will trade ex-dividend as from 19 May 2014;
• the Board of Statutory Auditors for the three-year period 2014/2016 was appointed and will be thus composed: Carolyn Dittmeier (Chairwoman) - first candidate of the Assogestioni list, which was the second list per votes received (Minority list); Lorenzo Pozza and Antonia Di Bella - respectively first and second candidate of the Mediobanca list, which was the first list per votes received (Majority list). The following Substitute Auditors were elected: Francesco Di Carlo (first candidate of the Majority list) and Silvia Olivotto (first candidate of the Minority list). The Meeting also resolved on the remuneration of the Acting Auditors, set at Euro 100,000.00 per year (gross value), with a 50% add-on for the Chairwoman of the Board of Statutory Auditors.
  The two lists and the resumes of the new members of the Board of Statutory Auditors are available on the Company’s website (www.generali.com);
• Jean Renè Fourtou was confirmed member of the Board of Directors and the deadline of his mandate was aligned to that of the other members of the Board of Directors.
  In this regard, in compliance with the applicable law, Jean Renè Fourtou declared to meet all legal requirements under the in-force legislation, including the independency requirement defined in art. 3 of the Self-regulatory Code of Listed Companies. The documents concerning the professional profile of Jean Renè Fourtou are available on the Company’s website (www.generali.com). Up to this day Jean Renè Fourtou does not own Generali stocks;
• the Meeting approved the Remuneration Report, in compliance with the art. 123-ter of TUIF (Italian Law on Financial Intermediation) and with the art. 24 of the ISVAP (Insurance Companies Supervisory Authorities) Regulation no. 39/2011;
• the Meeting also approved the new Long Term Incentive Plan, in compliance with the art. 114-bis of TUIF, and it authorized, for a maximum of 18 months, the purchase of up to 7 million own shares to be purchased on the market according to the art. 144-bis of the Issuer Regulation and, excluding purchased own shares, it gave the Board of Directors a 5-year authority to increase the share capital free of charge and in tranches to a maximum of €7 million, through the issue of up to 7 million ordinary shares;

The extraordinary Meeting approved:

• the amendment of the art. 8 of the Bylaws to make the needed changes resulting from the approval of the new Long Term Incentive Plan in the ordinary Meeting.