FAQ

The notice of call is published on 13 March 2024 on this website and on 16 March 2024 in the newspapers “Sole 24 ore” e “Milano Finanza”.

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 12^th April 2024). 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 12^th April 2024. 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.

The Group Report on the Remuneration Policy and payments is the document submitted to the Shareholders’ vote in the Annual General Meeting in accordance with IVASS regulations on remuneration policies (contained in Regulation no. 38 of 3 July 2018) and the regulatory provisions applicable to listed issuers (art. 123-ter CLFI and CONSOB issuer regulation).
The Report contains:

• a Section I, subject to Shareholders’ approval: this section includes the description of the principles of our Policy, the structure of our incentive system, and the other elements of the remuneration package. In accordance with the requirements of the IVASS regulation, the section also contains, among other things:
  - an illustration of the general features, the reasons, and the purposes that we intend to pursue through our Remuneration Policy;
  - information regarding the decision-making process used to define the Remuneration Policy, including the individuals/bodies involved;
  - indications as to the criteria used to define the balance between fixed and variable remuneration and the parameters, reasons, and relevant deferral periods for the payment of the variable remuneration, as well as the policy regarding payments in the event of termination;
  - information regarding the changes made compared to the policies previously approved;
   
• a Section II, subject to the advisory vote of the Annual General Meeting: this section provides ex-post disclosure on the remuneration paid in the previous financial year (2022) to the Managing Director/Group CEO and to the Managers with Strategic Responsibilities, including information on the implementation of the incentive system;
   
• a Report containing information on the remuneration verifications carried out by the Audit, Compliance & Risk Management Key Control Functions.

Shareholders may only attend the 2024 Annual General Meeting by conferring a proxy to the Representative Designated by the Company, Computershare S.p.A.. For further details please refer to the procedure for participation and voting by proxy available on the page dedicated to the 2024 AGM. 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 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 starting by 8^th April 2024 at the latest 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 –AGM 2024) 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 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^th 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.

Generali has always been attentive to relations with its shareholders, considering their involvement in its corporate life to be a fundamental and essential value. To this end, our Company is one of the few large Italian listed companies to provide all entitled shareholders with the opportunity to follow the entire assembly proceedings via streaming. Specifically, the public part is accessible to all interested stakeholders directly on the generali.com website, while the private part is available upon registration to all entitled shareholders (further information is available at the link: https://www.generali.com/governance/AGM-2024/AGM-2024-live-streaming).

In order to allow an ever wider audience of stakeholders to attend this fundamental moment of corporate life and institutional communication, in 2016 Assicurazioni Generali launched the SMEI – the Shareholders' Meeting Extended Inclusion program, in order to mitigate the impact of possible physical, communicative and sensory barriers to participation in the Meeting. In fact, for the AGM on 24 April, the live streaming service will be available, other than in Italian, also in English, French, German, Spanish and in Italian sign language (LIS) through a simultaneous translation, in addition to having subtitles in Italian. More information on the SMEI program can be found at the link: https://www.generali.com/governance/annual-general-meeting/AGM-2024-SMEI-program.

Furthermore, to incentivize shareholder participation, in 2022 Generali launched the "A tree for a Shareholder" project, planting a tree for each of the shareholders who attended the Meeting (for a total of around 6,500 trees, to strengthen regeneration and resilience of the alpine ecosystem struck by the Vaia storm in 2018). The initiative will be replicated again this year, combining the participation of each shareholder - who constitutes for us a symbol of trust - with a concrete gesture, right in the communities in which Generali has always been present. In 2024 the chosen place to further the project will be the woods of Val di Fiemme. For more information please see the dedicated section at  https://www.generali.com/governance/annual-general-meeting/a-tree-for-a-shareholder.

It should also be noted that Generali is one of the few Italian companies to have two distinct and specific functions for handling relations with shareholders, not only in the runup to the AGM, but throughout the entire year: the Investor & Rating Agency Relations, which handles relations with institutional investors, analysts and rating agencies; and the Shareholders Unit which, in addition to being the office responsible for coordinating AGM activities, handles relations with retail shareholders. The offices are available to answer all questions and needs of our shareholders: institutional investors can call the number + 39 040 671402 or send an email to ir@generali.com; retail shareholders, on the other hand, can contact us at +39 040 671621 or at the email addresses shareholders@generali.com and azionisti@generali.com.