The 2024 Annual General Meeting approves the 2023 Financial Statements and dividend distribution

Trieste – The ordinary and extraordinary Annual General Meeting of Assicurazioni Generali S.p.A. was held today under the chairmanship of Andrea Sironi.

The Annual General Meeting approved the 2023 Financial Statements as disclosed to the public, which closed with a net profit of € 1,446 million, setting forth the distribution of a dividend of € 1.28 per share to shareholders, to be paid as from 22 May 2024. Shares will trade ex-dividend as from 20 May 2024. The dividend proposal represents a total maximum pay-out of € 1,987 million.

The Annual General Meeting approved the share buy-back scheme for the purposes of cancelling own shares as part of the implementation of the 2022-24 strategic plan in relation to the capital management policy for a total disbursement of up to € 500,000,000 and in any case for a maximum number of shares not exceeding 3% of the Company’s share capital. Such buyback programme aims at providing shareholders with remuneration in addition to the distribution of dividends. The purchase authorization has a duration of 18 months from today: the minimum purchase price of the shares cannot be lower than the nominal value of the share, in force at the time of the purchase, and the maximum cannot be more than 5% higher than the reference price recorded on the stock exchange trading day prior to every purchase transaction. The purchase of treasury shares will be executed, pursuant to Article 144-bis, par. 1, lett. b) and c) of the Issuers’ Regulation and other applicable regulatory provisions, in accordance with the operating methods established in the markets’ organisation and management regulations, so as to ensure equal treatment for all shareholders.

The Annual General Meeting also approved, in an extraordinary session, amendments to the Articles of Association, mainly to keep it in line with market best practices and current legislation, as well as those related to Article 9.1 concerning the shareholders’ equity items of the Life and the Property & Casualty businesses. These amendments are subject to prior approval by IVASS (the Italian Institute for insurance supervision).

The Annual General Meeting went on to approve the Report on the Remuneration Policy and expressed a non-binding positive resolution on the Report on payments.

The Annual General Meeting also approved the Group Long Term Incentive Plan (LTIP) 2024-2026, which provides for the assignment of a maximum 10.5 million shares. In light of this, it authorised the purchase of its own shares to make them available to service the remuneration and incentive plans for a maximum 10.5 million shares. The purchase authorisation has a duration of 18 months from the date of the Meeting, whilst the authorisation for assignment of the shares has no time limit. The purchases of own shares are carried out in accordan­ce with trading terms established by art. 3 of the Delegated Regulation, implementing the current provisions of the MAR Regulation, as well as the applicable provisions of the Italian Civil Code and, therefore, at a minimum pur­chase price of the ordinary shares not less than the implicit par value of the share at the time of the purchase, equal to the social capital divided by the number of shares with no par value, and the maximum cannot be more than 5% higher than the reference price recorded on the stock exchange trading day prior to every purchase transaction. The share purchase transactions will be executed, pursuant to art. 144-bis, par. 1, lett. b) and c) of the Issuers’ Regulation and other applicable regulatory provisions, in accordance with the operating methods established in the markets’ organisation and management regulations, so as to ensure equal treatment for all shareholders.