Generali AGM approves 2015 financial statements and new BoD
28 Aprile 2016 - 6:02PM
Annunci Borsa (Testo)
28/04/2016 PRESS RELEASE
AGM approves 2015 financial statements and appoints the new Board
of Directors
Trieste  The ordinary and extraordinary Shareholders' Meeting of
Assicurazioni Generali S.p.A. was held today under the chairmanship
of Gabriele Galateri di Genola. The AGM has approved the financial
statements for the year 2015, which closed with a net profit of
2,030 million, and announced the distribution to the shareholders
of a dividend of th 0.72 per-share, to be paid as from 25 May 2016,
after the detachment of coupon no. 25. th The dividend will be
legitimately payable starting from 24 May 2016. Shares will trade
exth dividend as from 23 May 2016. After setting the number of the
Board at 13, the Board of Directors has been elected to hold office
for three financial years, that is, until approval of the financial
statements for the year ending 31 December 2018, and its
remuneration has been determined. The following were elected from
the majority list presented by Mediobanca: Gabriele Galateri di
Genola, Francesco Gaetano Caltagirone, Clemente Rebecchini,
Philippe Donnet, Lorenzo Pellicioli, Ornella Barra, Alberta Figari,
Sabrina Pucci, Romolo Bardin, Paolo Di Benedetto and Diva Moriani.
Paola Sapienza and Roberto Perotti were elected from the minority
list presented by institutional investors. Of the directors elected
today, Romolo Bardin, Ornella Barra, Paolo Di Benedetto, Alberta
Figari, Diva Moriani, Roberto Perotti, Sabrina Pucci and Paola
Sapienza declared that they met the conditions of independence as
established by art. 147-ter, paragraph 4 and 148, paragraph 3 of
Law 58/1998 TUIF (consolidated financial act) and by art. 3 of the
Voluntary Code of Conduct for listed companies. The directors
Gabriele Galateri di Genola, Francesco Gaetano Caltagirone,
Clemente Rebecchini and Lorenzo Pellicioli declared that they met
only the condition of independence required by art. 147-ter,
paragraph 4 and 148, paragraph 3 of the TUIF. Philippe Donnet
declared that he did not meet either the condition of independence
established by art. 147-ter, paragraph 4 and 148, paragraph 3 of
the TUIF or that established by art. 3 of Voluntary Code of
Conduct. All the elected directors also declared that they met the
conditions of professionalism, good standing and independence
required under current legislation for the insurance sector. The
Meeting approved the Remuneration Report and, moreover, the Long
Term Incentive Plan (LTI) 2016 and the purchase and disposal of a
maximum of 10 million treasury shares in accordance to the Long
Term Incentive Plan. The authorization is requested for a period of
12 months from the date of the adoption of the Meeting resolution.
The minimum price of the shares shall not be lower than its nominal
value ( 1), while the maximum price shall not be more than 5%
higher than the reference price of the stock on the day before each
single purchase transaction. Purchases of treasury shares will be
made in compliance with article 144-bis, paragraph 1, letters b)
and c) of the Issuers' Regulations, according to the operating
procedures defined by the markets' organizational and management
regulations, in order to ensure an equal treatment among
shareholders. The Meeting also approved the proposal to delegate to
the Board of Directors a free and divisible capital increase in
accordance to the new Long Term Incentive Plan to a maximum of 10
million, for a period of 5 years from the date of the Meeting,
revoking the mandate granted to the Board last year. Please note
that up to this date the Company and its subsidiaries currently own
442,166 Generali shares, equal to 0.028% of the Company's share
capital. The Meeting also approved the amendment of the art. 9 and
28 of the Company's By-laws. These amendments concern the clause
which reports on the amount of share capital and
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other elements of shareholders' equity and the reduction of the
minimum number of Directors from 11 to 10, respectively. *** The
Board of Directors, after the close of today's AGM, held the
meeting to appoint the top management for the three years
2016-2018. The following were confirmed: · · · Chairman: Gabriele
Galateri di Genola Deputy Chairmen: Francesco Gaetano Caltagirone
and Clemente Rebecchini Group CEO and Managing Director: Philippe
Donnet
The Board of Directors also appointed the Board committees: · · ·
Risk & Control Committee: chairman Alberta Figari; members:
Romolo Bardin, Roberto Perrotti, Sabrina Pucci, Clemente
Rebecchini; Committee for Related Party Transactions: chairman
Paolo Di Benedetto; members: Romolo Bardin, Diva Moriani, Roberto
Perotti, Paola Sapienza; Remuneration & Appointments Committee:
chairman Ornella Barra; members: Diva Moriani and Lorenzo
Pelliccioli. Sabrina Pucci and Francesco Gaetano Caltagirone are
part of the Committee in the occasion of the meetings dedicated to
the appointments; · · Corporate Governance, Environmental &
Social Responsibility Committee: chairman Gabriele Galateri di
Genola; members: Alberta Figari and Paolo Di Benedetto; Investments
Committee: chairman Philippe Donnet; members: Francesco Gaetano
Caltagirone, Clemente Rebecchini, Paola Sapienza, Alberto Minali,
Nikhil
Srinivasan. Giuseppe Catalano was confirmed as Secretary to the
Board of Directors. The Board of Directors also ascertained that
its members complied with the requirements of good standing,
professionalism and independence envisaged by the laws applying to
insurance companies. The curricula vitae of all the directors are
available on the company website, www.generali.com.
THE GENERALI GROUP The General Group is among the world's leading
insurers, with total premium income exceeding 74 billion in 2015.
With above 76,000 workers in the world, present in over 60
Countries, the Group has a leading position in Western European
Countries and an ever more significant presence in the markets of
Central and Eastern Europe and in Asia. In 2015, Generali was the
sole insurance company included among the 50 smartest companies in
the world by the MIT Technology Review.
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