17 April 2023 - 19:17
Milan - The Board of Directors of Assicurazioni Generali S.p.A., following the necessary in-depth analysis, met today and noted that - in light of the composition of the lists filed for the appointment of the Board of Statutory Auditors, which is on the agenda of the Company's Annual General Meeting called for 26 and 28 April 2023 - it is possible that, due to the application of the list voting procedure to the two lists already presented within the terms indicated in the notice of call, the composition of the Company's next Board of Statutory Auditors does not meet the requirements relating to gender balance provided for by Law and the By-Laws (in this case, for the lack of a female member). In order to ensure that the appointment of the Board of Statutory Auditors will be completed correctly pursuant to the provisions of article 37.21 of the By-Laws, the Board of Directors of Assicurazioni Generali S.p.A. has therefore resolved to extend, until 18.00 PM on 19 April 2023, the deadline for the presentation of proposed nominees for the appointment of a female permanent Auditor, in the event that the aforementioned possibility occurs.
The Board of Directors of Assicurazioni Generali S.p.A. therefore invites shareholders to present proposals for nominees belonging to the underrepresented gender (as cited, female) for the appointment of a permanent Auditor, it being understood that the votes cast for these candidates will be taken into consideration, pursuant to article 37.21 of the By-Laws, only in the case the composition of the Board of Statutory Auditors does not meet the requirements provided for by Law and the By-Laws as to the gender balance following the application of the list voting procedure to the two lists already presented. The proposals for nominees which will be received will then be published on the Company's website by 09.00 AM on 20 April 2023. Any resolution will be adopted with the majorities set forth by Law and the By-Laws.
For the purpose of submitting the proposals for nominees, please refer to the model of declaration of acceptance of the designation and office and related certifications, annex sub "B" to the explanatory report on the third item on the agenda of the Annual General Meeting, made available within the terms set forth by Law at the registered office, the eMarket storage mechanism (www.emarketstorage.it) and on the Company's website. Please refer also to the notice of call for the Annual General Meeting, published by the Company within the terms set forth by Law on the aforementioned storage mechanism and the Company’s website, for information on the procedures for presenting proposals (see "Individual proposals for resolutions") and participation in the Annual General Meeting (see "Meeting attendance"), specifying that also the vote on any proposals for nominees presented of female gender, may be exercised exclusively by granting a proxy to the Designated Representative by signing the appropriate form available on the Company's website, in the Governance / Annual General Meeting 2023 section, by the deadline indicated in the notice of call, i.e. by the end of the second trading day prior to the actual date of the Annual General Meeting (which will likely be held on 28 April 2023).
Please note that, to facilitate the forwarding of the proxy and voting instructions, from the section of the Assicurazioni Generali website dedicated to the Annual General Meeting, it will be possible to complete and send this form also online, and in guided mode until 12.00 AM on 27 April 2023.