Questions & Answers

No, it should be clarified that the company Assicurazioni Generali is not subject to the agreement, nor are Generali's investment decisions. The agreement would involve the creation of a co-controlled new company dedicated to asset management, with balanced and equal 50/50 governance and no special governance rights reserved for either partner. Creating an equal joint venture is very different from selling an activity and losing control. Rather, it means acquiring key governance and co-control rights over an activity managing three times the current assets and benefiting from a much greater "industrial" (i.e. the ability to better serve its customers) and financial contribution (i.e. participating in the higher profits generated by the management activity compared to the current ones).

Thus, Italy would gain a decisive role in a global industry which is – excluding Asia - otherwise destined to be dominated by the United States, the United Kingdom and France. The differential between the competitiveness of the world's leading economy – the United States – and Europe lies, as is well known, in two sectors: technology and finance, which are the sectors where the most significant global innovations occur today. The ability to innovate requires large dimensions to have the resources needed to finance investments.

This transaction would create a European giant, with a strong Italian heritage, number one in the world in the management of insurance assets and ninth among asset managers globally.

Another proof point is the tax element: there would be no transfer of value outside Italy, nor would it result in a reduction in taxes paid in Italy. To the contrary, it is indeed likely that the Italian tax burden would increase, at least due to two factors: the creation of another level in the corporate chain in Italy, resulting in further taxation of dividends, and the increase in expected dividends from the value creation generated by the joint venture.

As previously stated, the management and risk management criteria would not change, neither would the risk/return profile for guarantees towards policyholders.

No, the management and risk management criteria, which will remain under Generali's control, and the Group's insurance companies' oversight will not change. Generali and its subsidiaries will continue to define strategic investment guidelines and the asset allocation for the entire Group and indicate well-defined risk limits and objectives that the manager must adhere to (such as the indication of countries, asset classes, or, for example, government bonds in which to allocate investments). On the contrary, the share of investable assets in our country could potentially increase depending on client needs, be it BTPs (Italian government bonds), corporate bonds, shares, or Real Estate or ESG Infrastructures: a global platform like the one to be created would indeed offer interesting investment opportunities in our country to various investors based in Europe, America, and Asia.

As previously mentioned, the management and risk management criteria, which would remain under Generali's and the Group's insurance companies' control, would not change. Real estate is an asset class that Generali knows well and from which it has always obtained and will continue to obtain competitive returns. Particular protections are indeed foreseen for Generali for historic or strategic properties which belongs to funds.

No, the project falls within the mandate of the exclusive powers of the Board of Directors, and Generali would continue to carry out the activities provided for in its corporate purpose as a result of the operation. The operation, therefore, could not be subject to an extraordinary meeting, both by law and by the Articles of Association. 

The management team and the Board of Directors have a duty to act in the best interest of the company and its stakeholders for the entire duration of their mandate, from the first until their final day in office. The board must decide on an opportunity when it arises (also considering that often the window of opportunity is very narrow). If a board and management were to ignore a business opportunity simply because it arises at a time when completion of the opportunity would fall outside their mandate, despite creating value for the company they manage with fiduciary duty towards all shareholders, they would be held responsible. The proposed joint venture with Natixis IM is also perfectly in line with the Group's strategic priorities in asset management. Finally, it should be recalled that on January 30, 2025, the management team presented the new three-year strategic plan, exactly as it did at the end of the previous mandate.

Natixis IM is the perfect partner for Generali to achieve its goal of growing in a strategic sector for the Group. Generali now has the opportunity to become a co-controlling shareholder of a world leader in asset management; a unique opportunity that, if this operation were blocked, could quickly be seized by other European insurers; and that would be unfair to the shareholders.

Long-term agreements related to the operation are necessary and customary, as it allows creating the conditions to develop and consolidate the synergies, which are the very essence of a Joint Venture like the new company, ensure adequate stability for all actors involved (including employees and customers), and offer the new company the best conditions for its success. Generali aims to create and co-control a long-term partnership and benefit from the great value creation opportunity identified for the Group and all its stakeholders.

No, as in all M&A operations conducted so far, Generali has used numerous financial, legal, and communication advisors, at least ten. The assignment of the mandate in the interest of the subsidiary Generali Investments Holding to Mediobanca, a leading financial advisor of absolute standing and rigor, was also examined by Generali's Committee for Transactions with Related Parties and followed the path, procedures, and rules provided for such projects. It is a universally known characteristic in the consulting field (as well as a widespread obligation worldwide) that every advisor is required to rigorously segregate the information acquired in this function and maintain the utmost confidentiality. This premise underpins the development of the entire national and international advisory industry, and this duty is sanctioned by regulations and contracts.

No, because the agreement does NOT provide for the merger between Generali Investments Holding and Natixis, which would lead to Cathay holding about 8% of the post-merger company's capital. The operation instead envisages the establishment of a NEW company equally and DIRECTLY owned by the two partners Generali Investments Holding and Natixis, without Cathay's participation. The alleged "transparent" shareholding does not exist, nor does any imbalance in favor of the French. In the company Generali Investments Holding, Generali – thanks to the largely majority stake of 84% – possesses ALL CO-CONTROL RIGHTS without any reservation regarding the governance of the joint venture in favor of Cathay.

As mentioned, Generali and its Board of Directors will continue to define strategic investment guidelines and decide where to invest Italian national savings, as has been done so far. Generali is already one of the largest Italian asset managers, and as a large international Group, Italy's growth in this sector does not occur through the merger of relatively small national entities but through aggregation with larger international entities. In asset management, scale and scope are required to remain competitive, supporting the costs necessary to develop the business, acquiring new clients, attracting talent and investments. Small asset managers are destined to have a local role or be acquired by others. The opportunity to create the world's first asset manager for insurance assets and the NINTH largest asset manager worldwide is an extraordinary opportunity for Italy to achieve global leadership, hardly achievable in other sectors. A joint venture with a medium-sized Italian asset manager today would bring few benefits to Generali and its stakeholders and would not increase Italian influence in the world Consider that Natixis itself holds a significant portion of French national savings, managing French insurance assets exceeding 300 billion euros brought by BPCE itself and other industry leaders such as CNP.

No, because Unicredit sold 100% of Pioneer for a price, while Generali would combine its asset management platform under Generali Investments with Natixis IM's, maintaining co-control. It should also be noted that Unicredit had no significant assets (of its own) managed by Pioneer; therefore, it had no control (nor was it in a position to set limits) over Pioneer's investments. The bank essentially acted as a distributor of Pioneer's products sold at its branches. Generali owns and maintains control over the managed assets, and the management is subject to the rules set by the Group.

Generali will be able to exercise all co-control rights and would also have the right to receive the necessary information to fulfill all its legal and regulatory obligations and ensure proper risk identification and management; proceeding, in any case, with constant verification of the compliance of the management entrusted to the asset managers with the signed management mandates.