Notice of call of the Annual General Meeting 2024
ASSICURAZIONI GENERALI S.P.A.
Company founded in 1831 in Trieste.
Registered office in Trieste. Piazza Duca degli Abruzzi 2
Share Capital Euro 1,592,382,832.00 fully paid up.
Tax Code and Registration with the
Companies Register of Venezia Giulia no. 00079760328.
Registered under number 1.00003 of the Register of Insurance and Reinsurance Companies.
Parent company of the Generali Group, registered under no. 026 of the Register of Insurance Groups.
Certified email address: assicurazionigenerali@pec.generaligroup.com
NOTICE OF CALL OF THE GENERAL MEETING
In accordance with decree law no. 18 of 17 March 2020 (the Decree), converted with law no. 27 of 24 April 2020 (its effects have been extended until 30 April 2024 by decree law no. 215 of 30 December 2023 converted by law no. 18 of 23 February 2024), the Company has decided to avail itself of the right to convene the Annual General Meeting without the physical attendance of the shareholders and exclusively through the presence of the Designated Representative. The agenda and the procedures for the meeting are set out below.
Shareholders are called to a General Meeting at Palazzo Berlam, Trieste, piazza Duca degli Abruzzi 1 on
23 April 2024 at 9.00 am - in ordinary and extraordinary session (first call), and, if necessary, on
24 April 2024 at 9.00 am - in ordinary and extraordinary session (second call)
to pass resolutions on the following
AGENDA
1. 2023 Financial Statements.
a) Approval of the separate financial statements as at and for the year ended 31 December 2023, accompanied by the Directors’ Report, the Statutory Auditors’ Report and the External Auditor’s Report. Presentation of the consolidated financial statements and of the Annual Integrated Report. Resolutions pertaining thereto and arising therefrom. Delegation of powers.
b) Allocation of the 2023 profit and distribution of dividends. Resolutions pertaining thereto and arising therefrom. Delegation of powers.
2. Share buy-back scheme for the purposes of cancelling own shares as part of the implementation of the 2022-24 strategic plan.
a) Approval of the authorisation to buy back own shares. Resolutions pertaining thereto and arising therefrom. Delegation of powers.
b) Approval in an extraordinary session of the authorisation to cancel own shares without reducing the share capital. Resolutions pertaining thereto and arising therefrom. Delegation of powers.
3. Approval in an extraordinary session of amendments to the Articles of Association. Resolutions pertaining thereto and arising therefrom. Delegation of powers.
a) Amendment to Article 7.2 on the keeping of corporate books.
b) Amendment to Article 9.1 concerning the shareholders' equity items of the Life and the Property & Casualty businesses, pursuant to Article 5 of ISVAP Regulation no. 17 of 11 March 2008.
c) Amendment to Article 16.1 on the ways of establishing entitlement to participate in the Shareholders’ Meeting.
d) Amendment to Article 18 on the chairing of the Shareholders’ Meeting where the Chairperson of the Board of Directors (Chairperson) is absent or unable to exercise his/her responsibilities.
e) Amendment to Article 19.1 lett. h) on the deliberations submitted by the Board of Directors (Board) to the approval of the ordinary Shareholders’ Meeting.
f) Amendments to Articles 28.2, 28.7, 28.13, 37.2 and 37.9 on the requirements and criteria set forth in the applicable law and regulations for members of the Board of Directors and the Board of Statutory Auditors (BoSA).
g) Amendment of Article 28.4 on the indication of candidates for the offices of Chairperson and Managing Director in the lists submitted pursuant to Article 28.3.
h) Amendment to Article 29.4 on the remit of the Chairperson.
i) Amendment to Articles 30.1 and 30.2 on the substitution of the Chairperson who is absent or unable to exercise his/her responsibilities.
j) Amendment to Article 32.2, letters f), g) and h) on the exclusive competences of the Board.
k) Amendment to Articles 33.1 and 33.2 about location and modalities of convening the Board.
l) Amendment to Article 34.1 about the faculty of the Board to set up advisory Committees.
4. Presentation of the Report on remuneration policy and payments.
a) Approval of the first section of the Report on remuneration policy and payments, pursuant to Article 123-ter, paragraph 3, of legislative decree 58/1998 (CLFI) and Articles 41 and 59 of IVASS Regulation no. 38/2018. Resolutions pertaining thereto and arising therefrom. Delegation of powers.
b) Resolution on the second section of the Report on remuneration policy and payments, pursuant to Article 123-ter, paragraph 6, of the CLFI. Resolutions pertaining thereto and arising therefrom.
5. Group Long-Term Incentive Plan (LTIP) 2024-2026.
a) Approval of the 2024-2026 LTIP pursuant to Article 114-bis of the CLFI. Resolutions pertaining thereto and arising therefrom. Delegation of powers.
b) Approval of the authorisation to buy back own shares and to freely dispose of them for the purposes of remuneration and incentive plans. Resolutions pertaining thereto and arising therefrom. Delegation of powers.
Additions to the agenda
Shareholders representing, individually or jointly, at least 2.5% of the share capital may request, within 10 days of the publication of the notice of call, i.e., by 23 March 2024, additions to the list of items on the agenda (by specifying in their application the additional items they suggest) or submit draft resolutions on the items already on the agenda. The application must be submitted in writing and delivered to the registered office for the attention of the Head of Corporate Affairs, either through the postal service or via email to the certified email address azioni@pec.generali.com. Proof of ownership of the shares by applicant Shareholders and of the required shareholding to request additions to the agenda must be demonstrated by a specific document produced by the authorised intermediary and sent to the certified email address azioni@pec.generali.com.
Additions to the list of items on the agenda are not permitted for items for which the meeting is required by law to deliberate on the Directors’ proposal or on the basis of projects or reports drafted by them. Any additions to the agenda or the submission of additional draft resolutions for items already on the agenda will be notified in the same manner as that required by law for the notice of call, within the deadlines specified in applicable regulations.
Shareholders requesting additions to the agenda are required to draft a report stating the reasons for the draft resolutions regarding the new items that they propose, or the reasons for the additional draft resolutions on items already on the agenda. This report must be submitted to the Board of Directors by the deadline for the submission of requests for additions. The report will be made available to the public, together with any evaluations by the Board of Directors, when the notice of additional items is published.
Individual proposals for resolutions
Due to the fact that the intervention at the Annual General Meeting is to be exclusively through the Designated Representative, in accordance with Article 126-bis.1.iii of the CLFI, parties with voting rights may, no later than 8 April 2024, individually submit proposals for resolutions on the items on the agenda, by sending them via email to the Designated Representative’s address generali@pecserviziotitoli.it, and to azioni@pec.generali.com, entering the words “General Meeting 2024 – individual proposal for resolutions” in the subject line of the email. The proposals must contain the text of the resolution and must be accompanied by information demonstrating the identity of the presenter and the percentage of share capital held on the date of submission, as well as by the references of the notice sent by the intermediary to the Company pursuant to Article 43 of the Unified Decree on Post-Trading Banca d’Italia / Consob of 13 August 2018. Pertinent proposals that have been correctly submitted will be made available to the public by the Company on the website www.generali.com, in the section Governance/AGM 2024, and with the other applicable procedures, by 10 April 2024.
The deadline for the submission of said proposals, set to coincide with the deadline for the publication of requests for additions, enables parties interested in submitting individual proposals to consider the material published by the Company in relation to the items on the agenda and, at the same time, allows the Designated Representative to adapt, where necessary, the forms for granting proxies pursuant to Article 135-undecies and Article 135-novies of the CLFI, so that parties entitled to vote may, for the purposes of issuing their voting instructions, assess, simultaneously and in time, all of the requests and proposals put forward.
Documentation
The full text of the draft resolutions and the Board of Directors’ reports on the items on the agenda, the related annexes, the 2023 financial statements with all of their annexes and statements signed by the Director in charge of preparing the financial reports of the Company, the report on the new incentive plan for Generali Group management, the annual Corporate Governance and Share Ownership Report and the Remuneration Report are filed, as required by law, at the registered office of the Company, and are available upon request to anyone, with the right to obtain copies. The availability of the aforementioned documents is also guaranteed, as required by law, on the Company website, www.generali.com, in the section Governance/AGM 2024, together with the forms that Shareholders may use to vote by proxy, as indicated below, and on the eMarket SDIR centralised regulated information storage mechanism managed by Teleborsa S.r.l., at www.emarketstorage.com. Information on the share capital, with details on the number and categories of shares, is also available on the website of the Company.
Right to submit questions
Those entitled to vote may submit questions about the items on the agenda before the General Meeting, in accordance with s.127-ter, par. 1-bis of the CLFI, no later than the record date (12 April 2024), which corresponds to the 7th market trading day before the date of the first call, by sending their questions to the registered office of the Company for the attention of the Head of Corporate Affairs or via the email address azionisti@generali.com or the certified email address azioni@pec.generali.com in accordance with the terms and conditions set out in the procedure published on the Company's website www.generali.com in the section Governance/AGM 2024.
Replies will be provided by the Company by 20 April 2024 by means of publication in a specific section of the website, to allow those entitled to cast their vote to take the feedback provided by the Company into consideration. Proof of the right to vote may be provided by means of the notice specified below even after the submission of requests, provided that this is no later than the third day following the registration date, i.e. by 15 April 2024. The Company may provide a single response to questions with the same content.
No response is due when the information requested is already available in the FAQ section of the Company’s website or when the answer has been published in the legally required manner.
Entitlement to attend the meeting
Entitlement to attend the Annual General Meeting and to exercise voting rights is demonstrated by a statement that must be issued to the Company by an authorised intermediary in accordance with the relevant accounting records for the person that holds voting rights. The statement is issued by the intermediary based on the evidence as at the record date (12 April 2024), corresponding to the seventh market trading day before the date of the meeting on first call.
Debit and credit entries made after that date will not be considered for the purpose of establishing the right to vote; therefore, those who became shareholders after that date will not be entitled to attend or vote. Owners of shares that have not yet been dematerialised may only attend the Annual General Meeting if their share certificates have first been filed with a party authorised to input them into the computerised system for subsequent communication by the authorised intermediary.
Attendance by shareholders at the Annual General Meeting is governed by current law and regulations, and by the provisions of the Articles of Association and the Annual General Meeting Regulation, which are available at the registered office of the Company and on its website.
Meeting attendance
In accordance with the Decree, pursuant to Article 106, entitled parties will only be permitted to attend and vote at the Annual General Meeting through the designated representative pursuant to Article 135-undecies of the CLFI. Specifically, shareholders with voting rights must therefore grant the power of representation and voting instructions to Computershare S.p.A., via Nizza, 262/73, 10126 - Turin, the Representative designated for this purpose by the Company pursuant to Article 135-undecies of the CLFI, in accordance with the provisions of the applicable legislation. The members of the corporate bodies, the secretary, the representatives of the external auditors and the Designated Representative will be assured of the possibility to participate in the General Meeting remotely.
The power of representation is granted by signing the relevant form, available on the Company’s website in the section Governance/AGM 2024. The proxy form must be received by Computershare S.p.A. by the end of the second market trading day before the actual date of the AGM (expected to be 24 April 2024), in accordance with the procedure specified in point 1 of the Instructions for form compilation and submission set out in the form itself. To facilitate the sending of the proxy and voting instructions, it will be possible to fill out and send the form online with a guided procedure until 12.00 (noon) on 23 April 2024, from section of the Assicurazioni Generali website dedicated to the AGM.
The proxy does not cover draft resolutions for which no voting instructions have been given. The proxy and voting instructions may be revoked within the same deadline and using the same procedures as those used to grant the proxy.
The statement issued to the Company by the intermediary, certifying the right to attend the meeting and exercise voting rights, is necessary: in the absence of this statement, the proxy shall be deemed null and void. The Designated Representative may, in lieu of the original, deliver or send a copy of the proxy form to the Company, attesting under their own responsibility that the copy is a true copy of the original and that the identity of the delegating party is correct. Pursuant to applicable legislation, the Designated Representative must retain the original proxy forms and details of any voting instructions received for one year from the end of the Annual General Meeting.
The proxy may also be granted with an electronic document signed electronically pursuant to article 21.2 of Legislative Decree no. 82 of 7 March 2005, and sent to the certified email address generali@pecserviziotitoli.it.
Without prejudice to the need for a proxy to be granted to the Designated Representative, the Designated Representative may also be granted proxies or sub-proxies pursuant to article 135-novies of the CLFI, also in derogation of the provisions of Article 135-undecies.4, of the CLFI. The proxy form available on the Company website may be used to grant such proxies.
Proxy forms, together with voting instructions, may only be sent to the Designated Representative.
Arrangements
The Company offers an ever broader and inclusive spectrum of stakeholders the opportunity to follow this key institutional communication event, through the following services:
- Live streaming service. It will be possible to follow the opening reports of the top management of the Company and, for shareholders entitled to attend the meeting, the full proceedings via a live video streaming service.
- Shareholders’ Meeting Extended Inclusion (SMEI) programme. As part of the programme to limit physical, communication, and sensory barriers, it will be possible to use the live streaming service in Italian and also through a simultaneous translation in English, French, German, Spanish and Italian sign language, and also with Italian captions.
Instructions for access to the streaming service and the SMEI services are provided on the company website www.generali.com in the section Governance/AGM 2024.
Useful contacts. Further information or clarifications about shareholder attendance at the AGM may be obtained by sending an email to azionisti@generali.com and via telephone at +39.040.671621 and +39.040.671696; other persons wishing to attend the meeting may use the following contacts: for financial experts and analysts: telephone +39.040.671402 and email ir@generali.com; for journalists: telephone +39.02.43535014 and email media@generali.com.
Information on share capital
Information on share capital
The subscribed and paid-in share capital is EUR 1,592,382,832.00 represented by 1,559,281,461 ordinary shares with no par value. Each share confers the right to one vote. On the date of publication of this notice, the Company and the companies it controls hold 17,059,872 Assicurazioni Generali S.p.A. Shares, equal to 1.09% of share capital.
CHANGE IN SHARE CAPITAL AS AT 12th APRIL 2024
As of 12th April 2024, record date for participation in the 2024 AGM, the share capital was increased by € 10,079,883.77 with the issue 9,870,350 shares to implement the shareholder resolution of 7/5/2019 on the Long Term Incentive Plan 2019 and the shareholder resolution of 29/4/2021 on the Long Term Incentive Plan 2021-2023.
The share capital, fully subscribed and paid in, amounts to € 1,602,462,715.77, divided into 1,569,151,811 shares, each with right to one vote. This amount is to be referred to for the quorum to convene and pass resolutions relevant for this Meeting.
The number of shares held by the Company and the companies it controls represents, as a consequence, 1,09% of the share capital.
Calendar for the publication of documents
| Date | Document |
| By April 2 2024 |
|
| By April 8 2024 |
|
| By April 20 2024 |
|
| By April 29 2024 |
|
| By May 24 2024 |
|
Notices to shareholders
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12 Mar 2024
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