Regulations

1. Purpose

1.1. This document defines the terms and conditions for joining the Club (as defined below) by individual Shareholders (as defined below) and the legal representatives and/or Controlling Shareholders (as defined below) of Shareholder Entities (as defined below), as well as the rules and procedures governing the operation of the Club.

1.2. The primary purpose of the Club is to keep Members (as defined below) informed about the vision, strategy, and initiatives of the Generali Group (as defined below) and to promote their active participation in the life of the Company, based on the principle of "informed action." The Club aims to provide Members with information and content regarding the Company and the Generali Group, as well as the opportunity to benefit from other possible Initiatives.

 

2. Definitions

2.1. For the purposes of this Regulation, the following definitions apply (where possible, singular terms include the plural and vice versa):

  1. Assicurazioni Generali, Company, or Corporation: Assicurazioni Generali S.p.A., headquartered in Trieste, Piazza Duca degli Abruzzi No. 2, registered in the Register of Insurance and Reinsurance Companies under No. 1.00003, parent company of the "Generali Group," registered under No. 026 in the Register of Insurance Groups maintained by IVASS; tax code and registration number in the Business Register of Venezia Giulia 00079760328;
  2. Shareholder: An individual over the age of 18 years old or an Entity, classified as a Small or Medium Enterprise, recorded in the Shareholders’ Register as holding at least one share issued by Assicurazioni Generali, based on an entry made in the register within 12 months prior to the Member’s date of joining the Club, unless the cessation of share ownership is inferred from the absence of ownership details in the context of Corporate Action records providing the Company with data on at least 95% of the share capital. For the purposes of this Regulation, share ownership (i.e., ownership of shares) includes both ownership of bare ownership rights and usufruct rights over shares. Consequently, both the bare owner and the usufructuary of shares are included in this definition of Shareholder. Share ownership can also be demonstrated through the submission of appropriate certification issued by the Depositary Intermediary, leading to the registration of the shareholder in the Shareholders’ Register;
  3. Club Channels: The Website or other channels used by the Company concerning the Club;
  4. Generali Shareholders’ Club or Club: The Assicurazioni Generali Club dedicated to Shareholders, whose terms and conditions for membership are described in this Regulation;
  5. Corporate Action: Corporate events of Assicurazioni Generali that result in the registration of shareholders in the Shareholders’ Register, including, for example, shareholders' meetings, dividend payments, capital increases, and all other actions involving share capital;
  6. Entity: A legal person or partnership;
  7. Initiatives: Information, content, services, invitations, etc., concerning the Company and other partner companies of the Generali Group, as indicated from time to time through the Club Channels or the websites of the Generali Group companies involved;
  8. Intermediary: Entities administering shares, as defined under Articles 106 and 107 of Legislative Decree No. 385 of September 1, 1993, as subsequently amended and supplemented (Consolidated Banking Act).
  9. Member: The Shareholder, if an individual, or the legal representative and/or Controlling Shareholder of a Shareholder Entity who joins the Club under the terms and conditions set out in this Regulation;
  10. Shareholders’ Register: The register of shareholders of Assicurazioni Generali, maintained pursuant to Article 2421 of the Italian Civil Code and other applicable legal and regulatory provisions;
  11. Small and Medium Enterprises: Enterprises that meet the following criteria: a) fewer than 250 employees; b) an annual turnover not exceeding €50 million, or an annual balance sheet total not exceeding €43 million;
  12. Regulation: This document, drafted to establish the rules and procedures governing the operation of the Club;
  13. Shareholders Unit: The office of Assicurazioni Generali dedicated to relations with retail shareholders and responsible for managing the Club;
  14. Website: The website for accessing and using the Club, whose reserved area is accessible only to Members, with terms and conditions of use available on the following page;
  15. Controlling Shareholder: An adult shareholder who, under the criteria provided by Article 2359 of the Italian Civil Code, exercises control over an Entity that is a Shareholder.

 

3. Membership

3.1. To join the Club, the applicant must be a Shareholder in the case of an individual or, for legal representatives or Controlling Shareholders of Entities, such status must apply to the respective Entity. Membership in the Club is optional. Subject to the provisions of Article 3.2, membership is completed by accessing the dedicated reserved area of the Website and registering therein or through other Club Channels that the Company may make available.

3.2. To complete their registration for the Club, legal representatives and Controlling Shareholders of Entities that are Shareholders must contact the Company via email at the addresses provided in Article 8. In such cases, the legal representatives and/or Controlling Shareholders must complete, sign, and submit to the Company the form available on the Club Channels, self-certifying their status as legal representative and/or Controlling Shareholder of the Entity, as applicable, and declaring that the Entity meets the criteria to be considered a Small and Medium Enterprise. If there is a change in legal representation and/or control of the Entity, the new legal representative and/or Controlling Shareholder may join the Club by following the same procedure described in this Article 3.

3.3. By joining the Club, Members will gain access to the Initiatives provided under the terms specified in Article 5.

3.4. Members commit to complying with all terms and conditions of this Regulation throughout their membership. The Company reserves the right to verify compliance with this Regulation by Members at any time.

3.5. Membership and participation in the Club are free of charge and of indefinite duration, until the Member withdraws under Article 4.1, the membership expires under Articles 4.2 and 4.3, the Member is excluded from the Club under Article 4.6, or the Club is suspended, interrupted, or permanently terminated under Article 9.1.

 

4. Expiration and Termination

4.1. The Member may freely withdraw from the Club by accessing their reserved area of the Website and using the dedicated function; upon completing this action, a confirmation message will appear to confirm the successful completion of the process. A Member’s withdrawal from the Club will automatically result in the cancellation of their access profile to the reserved area of the Website and will render it impossible to access the Club, the Club Channels, and the related Initiatives.

4.2. The loss of the status of legal representative or Controlling Shareholder of an Entity that is a Shareholder, as well as the loss of the Entity's qualification as a Small and Medium Enterprise, will result in the automatic termination of the legal representative and/or Controlling Shareholder's access to the Club, its Channels, and its Initiatives. The grounds for termination outlined in this clause must be promptly reported by the terminated Member to the Company via email, using the addresses provided in Article 8 of the Regulation.

4.3. Furthermore, an individual who is no longer a Shareholder or a legal representative or Controlling Shareholder of an Entity that is no longer a Shareholder, according to the Shareholders’ Register, will no longer be considered a Member and will lose access to the Club, its Channels, and Initiatives. The following process applies: During the first week of October each year, based on data recorded as of September 30, the Company will verify the ownership of shares issued by Assicurazioni Generali held by individual Members and by Shareholder Entities whose legal representatives and/or Controlling Shareholders are Members. If the verification yields a negative result, the Company will notify the Member using the contact details they provided. If the Member believes that the Shareholders’ Register is not up to date, they will have until October 30 of the same year to provide the Company with a certificate of share ownership issued by the custodian intermediary of their shares. If no certification is provided, the Member will cease to be considered such on November 15 of that year and will lose access to the Club, its Channels, and Initiatives.

4.4. Members terminated under Article 4.3 of the Regulation may reapply for Club membership under the terms set out in Article 3 of the Regulation, provided they meet all membership requirements.

4.5. Members commit not to use their membership for purposes other than those set forth in this Regulation, particularly not to exploit their status as Members to pursue goals unrelated to the Club's intended purpose.

4.6 Any breach of one or more provisions of this Regulation, as well as false or incorrect statements or improper use of Member status – as determined by the Company at its sole discretion – in violation of the ethical principles of the Company defined in the Generali Group Code of Conduct, published on www.generali.com, constitutes grounds for exclusion from the Club. The decision is solely at the Company's discretion.

 

5. Initiatives and Categories

5.1. Members have access to a wide range of Initiatives, as indicated through the Club's Channels or the websites of other companies within the Generali Group involved. Specific terms and conditions may apply to certain Initiatives, as determined by the relevant Generali Group companies.

5.2. Initiatives are personal and reserved for Members and cannot be transferred to third parties.

5.3. Members are categorized based on the number of shares held by the Shareholder, determined by the registrations recorded in the Shareholders’ Register during the 12 months preceding the Member's enrolment in the Club, considering the characteristics of Corporate Actions within that period. The categorization is as follows:

  1. The "Bronze" category includes individual Shareholders holding fewer than 1.000 shares and legal representatives and/or Controlling Shareholders of Shareholder Entities holding fewer than 1.000 shares.
  2. The "Silver" category includes individual Shareholders holding between 1.000 and 4.999 shares and legal representatives and/or Controlling Shareholders of Shareholder Entities holding between 1.000 and 4.999 shares.
  3. The "Gold" category includes Registered Members who are individual Shareholders holding between 5.000 and 49.999 shares, and Registered Members who are legal representatives and/or Controlling Shareholders of Shareholder Entities, who hold between 5.000 and 49.999 shares.
  4. The "Platinum" category includes Registered Members who are individual Shareholders holding between 50.000 and 99.999 shares, and Registered Members who are legal representatives and/or Controlling Shareholders of Shareholder Entities, who hold between 50.000 and 99.999 shares.
  5. The "Diamond" category includes Registered Members who are individual Shareholders holding 100.000 or more shares, and Registered Members who are legal representatives and/or Controlling Shareholders of Shareholder Entities, who hold 100.000 or more shares.

5.4. Registered Members may be presented with different Initiatives depending on their category. In the case of the sale or purchase of shares issued by Assicurazioni Generali, Registered Members may fall into a different category depending on their new number of shares. The verification of category changes will be conducted by the Company once a year, in conjunction with the verification of Shareholder status under the previous article 4.3. In any case, each Registered Member may notify the Company of their category change at any time by sending an email to the contacts indicated in article 8, including the certification referred to in article 4.4, using the email address provided by the Registered Member when joining the Club or any new email address they may have later communicated to the Company.

 

6. Personal Data

6.1. The Company processes the personal data of Registered Members in accordance with the current data protection legislation, as outlined in the privacy notice related to the Club, available at the following page.

6.2. The Company shares with its Partners the personal data of Shareholders strictly necessary to allow the use of the services and initiatives reserved for Registered Members, receiving updates from the Partners about the progress of services and initiatives, also in aggregated form.

 

7. Organizational and Management Model pursuant to Legislative Decree No. 231 of June 8, 2001

7.1. Assicurazioni Generali has adopted an Organizational and Management Model, pursuant to Legislative Decree No. 231 of June 8, 2001 and subsequent amendments and integrations, which it undertakes to comply with, along with the ethical behaviour rules contained in the Generali Group Code of Conduct, also with respect to the implementation of this Regulation. Club Members can download these documents from the website www.generali.com. To report any violations of the Generali Group Code of Conduct, the Generali Whistleblowing help-line is available at the following link: https://generali.whispli.com/speakup?locale=en.

7.2. Assicurazioni Generali declares that it has implemented the necessary measures and precautions aimed at preventing criminal offenses involving administrative responsibility of entities, having adopted internal procedures and systems of organization, management, and control, which it commits to observe and enforce, as well as to ensure that its auxiliaries, employees, and/or collaborators of any kind observe and comply.

 

8. Contacts for the Club available to Registered Members

8.1. The Shareholders Unit, for any matters related to the Generali Shareholders' Club, can be contacted at the following addresses: Email addresses: clubazionisti@generali.com - shareholdersclub@generali.com

 

9. Changes by the Company

9.1. The Company reserves the right to modify the Regulation freely and at any time, as well as, at its discretion, to suspend, interrupt, or permanently terminate the Club, the Club Channels, the Website, and the Initiatives, notifying the Members with at least 15 days’ notice, either via notification within the Website or by using the email address provided by the Member at the time of joining the Club, or any other email address the Member has subsequently communicated to the Company. It is understood that the Initiatives may be subject to changes by the Company or the companies of the Generali Group without any communication to the Members.

9.2. Members shall not have any claims related to the changes indicated in the previous art. 9.1. However, Members who do not accept such changes may withdraw from the Club according to art. 4.1 of the Regulation. In the absence of withdrawal, the changes to the Regulation will be deemed accepted.

 

10. Applicable Law and Jurisdiction

10.1. This Regulation is governed by Italian law.

10.2. For any disputes related to this Regulation, including those concerning its formation, interpretation, execution, legal validity, existence, modification, and termination, the exclusive jurisdiction will be that of the Court of Trieste.

Date: 20/01/2025

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Pursuant to art. 1341 of the Italian Civil Code, I declare that I have read and specifically approve the following clauses of the Regulation: 4.2, 4.3, 4.6, and 9.1(Expiry and Termination); 9 (Changes by the Company), and 10 (Applicable Law and Jurisdiction).