AGM Information • Mar 22, 2024
AGM Information
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Directors' Reports and proposals on the items of the agenda of the Shareholders' Meeting of 23 April 2023
Graphic design by Mercurio GP Srl
23 APRIL 2024 ON A SINGLE CALL
(prepared pursuant to Art. 125-ter of Italian Legislative Decree no. 58 of 24 February 1998 and
Arts. 72, 73 and 84-ter of CONSOB Issuers' Regulation)
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REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS' MEETING ON AGENDA ITEM NO. 1 OF THE ORDINARY MEETING
concerning the description of the first item of the agenda for the Ordinary Shareholders' Meeting, please refer to the information published as required by law within the annual Financial Report and, in particular, to the issues included in the Management Report prepared by the Board of Directors of UnipolSai Assicurazioni S.p.A ("UnipolSai" or the "Company") as well as the reports by the Board of Statutory Auditors and by the Independent Auditors, EY S.p.A.; such documentation will be made publicly available in its entirety as prescribed by law at the Company's registered office and on its website (www.unipolsai.com) under Governance/Shareholders' Meeting/2024/Ordinary and Extraordinary Shareholders' Meeting of 23 April 2024.
The consolidated financial statements and the other documents pursuant to Art. 154-ter, Paragraph 1 of Legislative Decree no. 58/1998, shall also be made available as described above.
Please note that, pursuant to EU Regulation 815/2018, the annual financial reports of issuing companies must be prepared in XHTML format and the information in the consolidated financial statements (financial statements and certain information contained in the notes to the financial statements) must be marked up using XBRL specifications according to the technical requirements laid out in the European Single Electronic reporting Format (ESEF). The documentation constituting the 2023 annual financial report (consolidated financial statements and draft separate financial statements, accompanied by the relative management reports) was as a result prepared in accordance with such technical requirements.
** *** **
The Board of Directors therefore hereby submits the following resolution proposals.
"The Ordinary Shareholders' Meeting of UnipolSai Assicurazioni S.p.A. ("UnipolSai" or the "Company"),
− having examined the Company's draft financial statements as at 31 December 2023, accompanied by the annexes and documentation required by Legislative Decree no.
209 of 7 September 2005, as well as the annexes and additional documents drawn up pursuant to ISVAP Regulation no. 22 of 4 April 2008, as subsequently amended;
to approve the financial statements of UnipolSai as at 31 December 2023, accompanied by the Directors' Management Report, which show a profit for the year of Euro 624,483,965.45, of which Euro 431,682,686.45 relating to Non-Life Business and Euro 192,801,279.00 relating to Life Business"
"The Ordinary Shareholders' Meeting of UnipolSai Assicurazioni S.p.A. ("UnipolSai" or the "Company"),
shares, equal to Euro 0.165 for each entitled ordinary share, also with warning that the possible change in the number of treasury shares in the portfolio of the Company at the time of the distribution will have no incidence on the amount of the unit dividend as established above, but will increase or decrease the amount set aside to extraordinary reserve;
Bologna, 21 March 2024
The Board of Directors
REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS' MEETING ON AGENDA ITEM NO. 2 OF THE ORDINARY MEETING
Appointment and remuneration of the Board of Statutory Auditors and its Chairperson for financial years 2024, 2025 and 2026; determination of the remuneration due to Statutory Auditors.
Dear Shareholders,
with the approval of the financial statements at 31 December 2023, the mandate granted to the Board of Statutory Auditors, appointed by the Ordinary Shareholders' Meeting of UnipolSai S.p.A. (also the "Company) of 28 April 2021, comes to an end, the term of office having expired.
We invite you, therefore, to resolve – in compliance with the relevant laws and regulations, as well as By-Laws, in force – on the appointment of the Board of Statutory Auditors and its Chairperson for the years 2024, 2025 and 2026 and, therefore, until the Shareholders' Meeting for the approval of the financial statements at 31 December 2026.
To this end, the Shareholders' Meeting must also set the remuneration due to the Board of Statutory Auditors for each year in office.
It should be recalled, in this regard, that the By-Laws require the Board of Statutory Auditors to include three Statutory Auditors and two Alternate Auditors.
Pursuant to Art. 24 of the By-Laws, the selection of the Board of Statutory Auditors takes place on the basis of lists, in which the candidates are listed in sequential order, to ensure, as established by current laws and regulations, that one Statutory Auditor and one Alternate Auditor are elected by the minority and that the Chairperson of the Board is the Statutory Auditor elected by the minority.
The list consists of two sections: one for candidates for the post of Statutory Auditor and the other for candidates for the post of Alternate Auditor.
The first two candidates of the first section of the list which has obtained the highest number of votes and the first candidate of the first section of the list which has obtained the second highest number of votes and that is not connected, not even indirectly, to those who have presented or voted the list which has obtained the highest number of votes, are elected as Standing Auditors. The first candidate of the second section of
the list which has obtained the highest number of votes and the first candidate of the second section of the list which has obtained the second highest number of votes are elected as Alternate Auditors.
The composition of the Board of Statutory Auditors must ensure the balance between genders as governed by regulations currently in force. The lists must submit a number of candidates from the least represented gender to guarantee, within each list, respect for such balance; in particular, at least two-fifths of the members of the Board of Statutory Auditors must belong to the least represented gender, rounding down if (as in the case of the Company) the control body consists of three members. Therefore, each list that, considering both sections, has a number of candidates equal to or exceeding three, must include parties of different genders in the first two items in the section(s) where at least two candidates are indicated.
The Statutory Auditors must meet the requirements and satisfy the criteria of eligibility for office established for the corporate officers of insurance companies by Ministerial Decree no. 88 of 2 May 2022 (hereinafter "MD 88/2022"), which is being applied in the Company for the first time and governs ex novo such requirements and criteria in terms of integrity, fairness, professionalism, competence (individual of the separate members and overall of the body), independence (including of judgement), availability of time to perform official duties and limits on the number of offices that may be held.
The requirements of eligibility for office pursuant to Italian Legislative Decree no. 58/1998 (Consolidated Law on Finance, the "TUF") and Ministerial Decree no. 162/2000, as well as the provisions of the Corporate Governance Code for listed companies (the "Code"), also apply.
Please take note of the following specifically in relation to the independence requirement.
Without prejudice to what is set forth in Art. 148, Par. 3 of the TUF, the Code establishes that all members of the Board of Statutory Auditors must meet the independence requirements established by the Code for directors.
In this regard, please recall that, pursuant to the Code, a director (and therefore, as a result of what is referred to above, a statutory auditor) is not generally considered independent, amongst other cases:
management;
ii) if he or she receives, or has received in the three prior financial years, from the company, its subsidiary or the holding company, a significant remuneration in addition to the fixed compensation for the office and that established for participation in the committees recommended by the Code or established by regulations in force.
In this regard, the Policy on the requirements and criteria of eligibility for office of corporate officers of Unipol Group companies (the "Fit & Proper Policy") approved by the Board of Directors of UnipolSai, most recently on 9 November 2023, establishes, inter alia, that, for the assessment of significance pursuant to points i) and ii) above, it is necessary to take into consideration, insofar as of specific interest here:
If the Statutory Auditor is also a partner of a professional practice or a consulting company, even irrespective of the quantitative parameters mentioned above, the significance of the professional relations which could have an effect on his position and role within the practice or the consulting company or which in any event relate to significant transactions of UnipolSai and the Unipol Group is evaluated.
Furthermore, in application of Decree 88/2022, which governs ex novo, amongst other matters, the independence requirements (including of judgement) that all Statutory Auditors must meet, the role of member of the Board of Statutory Auditors cannot be held by anyone who:
is an officer with executive positions in a company in which an officer with executive positions of the company holds the position of board member or director;
has, directly or indirectly, or has had in the two years prior to taking office, self-employed or subordinate employment relationships or other financial, capital or professional relationships, including on a noncontinuous basis, with the company or its officers with executive positions or its chairman, with subsidiaries of the company or the relative officers with executive positions or their chairmen, or with an investor in the company or the relative officers with executive positions or its chairman, such as to compromise their independence;
In order to assess the situations that may compromise independence referred to above, the same metrics of significance referred to above apply.
In any case, this is without prejudice to the possibility for a member of the Board of Statutory Auditors to act as statutory auditor at the same time in one or more companies of the same insurance group.
It should also be noted that according to the Fit & Proper Policy, "... when the entire Board of Statutory Auditors is appointed:
− the outgoing control body identifies the qualitative and quantitative composition deemed optimal of the Board of Statutory Auditors, expressing specific advice to the Shareholders in this regard ("Advice of the Board of Statutory Auditors"). This advice takes into account, inter alia, the results of the self-assessment on the size, composition and functioning of the Board; […]"
In this regard, the outgoing Board of Statutory Auditors prepared the "Advice to Shareholders on the composition of the Board of Statutory Auditors for the three-year period 2024-2026", published on the Company's website well in advance of the publication of the Shareholders' Meeting notice, attached to this Report and which should be referred to for more details, also in relation to more specific information on the new requirements and criteria of eligibility for office established by Decree 88/2022.
As concerns the filing of lists, please note - making reference, for anything not specifically mentioned herein, to the aforementioned provision of the By-laws - that:
− the lists must be filed at the Company's registered office, as indicated in the notice of the Shareholders' Meeting, by the twenty-fifth day before the date of the Shareholders' Meeting (by 29 March 2024) and UnipolSai must make them
available to the public at the registered office, on its website and with any other procedures required by current legal and regulatory provisions in force, at least 21 days before the date set for the Shareholders' Meeting (and therefore by 2 April 2024). The documentation proving the entitlement to submit lists must also be received within this term;
If by the term set for the filing of the lists only one list has been submitted, or else only lists presented by Shareholders who are related to each other pursuant to Art. 144 quinquies of the Issuers' Regulation issued by the CONSOB, lists may be submitted until the third day after the term indicated above; in this case, the threshold for the submission of the list is lowered to 0.50% of the share capital with voting rights.
Pursuant to the joint provisions of the aforementioned Art. 24 of the By-Laws and the applicable laws, the Shareholders who plan to submit a list must file, simultaneously and jointly with each list, the following at the Company's registered office:
Lists that are submitted without these provisions being observed are deemed not to have been submitted.
Shareholders who submit a "minority list" should also take note of the
recommendations issued by CONSOB with communication no. DEM/9017893 of 26 February 2009. Specifically, the Shareholders who submit a "minority list" must file, with the list, a statement of the absence of affiliation, even indirectly, as provided by Art. 144-quinquies, mentioned above, of the Issuers' Regulation, with the controlling Shareholder.
In the event that only one list is submitted or no list is submitted, the Shareholders' Meeting resolves with the majorities required by the law, ensuring, at any rate, respect for gender balance as required by legal and regulatory provisions in force.
Bologna, 15 February 2024
The Board of Directors
Annex: Advice to Shareholders on the composition of the Board of Statutory Auditors for the three-year period 2024-2026
| Indroduction |
3 | |
|---|---|---|
| 1. | Considerations on the composition of the Board of Statutory Auditors | 4 |
| 2. | Considerations on the time commitment required to perform official duties |
6 |
| 3. | Considerations on the remuneration of the Board of Statutory Auditors | 8 |
| 4. | Conclusions | 9 |
The term of office of the Board of Statutory Auditors of UnipolSai Assicurazioni S.p.A. ("UnipolSai" or the "Company") currently in office comes to an end with the Shareholders' Meeting called to approve the Financial Statements for the year 2023. At that time, the Shareholders' Meeting will therefore be asked to appoint a new control body in accordance with the terms and provisions of Art. 24 of the By-laws and applicable legal and regulatory provisions.
In particular, according to the By-Laws, the Board of Statutory Auditors consists of three Statutory Auditors and two Alternate Auditors, who meet the requirements set forth in legislation and regulations in force in the sector, with a three-year term of office; the term of office of the new control body will therefore come to an end with the Shareholders' Meeting called to approve the financial statements as at 31 December 2026.
Based on the provisions of point Q.1.5. of the Rules of Conduct of the Board of Statutory Auditors of listed companies of the National Council of Accountants and Chartered Accountants of 21 December 2023, in force as of 1 January 2024 (hereinafter "Rules of Conduct"), "taking into account the experience and the results of the self-assessment, it is a best practice for the outgoing board to provide the shareholders with advice, in view of the appointment of a new board, on the professional profiles and skills that should be present on the board, as well as the time commitment required for the performance of official duties and the appropriate remuneration to attract persons of adequate standing".
According to the Policy on requirements and eligibility criteria for office of corporate officers of Unipol Group companies (the "Fit & Proper Policy"), "when the entire Board of Statutory Auditors is appointed:
Lastly, specific provisions on the composition of the Board of Statutory Auditors are contained in the Diversity Policy with regard to the composition of the Board of Directors and, insofar is of interest here, the Board of Statutory Auditors of UnipolSai (the "Diversity Policy").
This document was therefore prepared by the outgoing Board of Statutory Auditors in compliance with the above-mentioned instructions and with the aim of facilitating knowledge of the overall framework of the activities that the UnipolSai Board of Statutory Auditors is called upon to carry out and allow for a thorough assessment of the necessary professional skills, as well as - in compliance with the provisions of point Q.1.5. of the above-mentioned Rules of Conduct - the adequacy of the remuneration proposed for holding the office of Statutory Auditor of the Company.
It should also be noted that, starting from the next appointment of the board, Ministerial Decree no. 88 (hereinafter "MD 88/2022") will be applied for the Company's control body, governing ex novo the requirements and criteria of suitability for office of corporate officers, including Statutory Auditors, of insurance companies, in terms of integrity, fairness, professionalism, competence, independence (including of judgement), availability of time to perform official duties and limits on the number of offices that may be held (as specified below).
From a qualitative perspective, the proper performance of the duties that the Board of Statutory Auditors is called upon to carry out in the "traditional" management and control system, adopted by UnipolSai, requires it to consist of members who are fully aware of the powers and obligations inherent in the functions that they are called upon to perform and have adequate professionalism for the role to be held and proportionate to the size, risk and operational complexity of the Company.
In addition, to ensure the execution of their tasks and guarantee effectiveness in their role, Statutory Auditors must be able to devote adequate time and resources to the performance of their official duties (as specified below).
To ensure the collective suitability of the control body, also based on diversity criteria, and taking into account the sector in which UnipolSai operates and the future challenges that the Company will need to face, the Diversity Policy, in compliance with the provisions of MD 88/2022, establishes that:
With reference to the gender quota, it should be noted that, pursuant to the regulations in force for listed companies, one Standing Auditor must belong to the least represented gender.
For the purposes of evaluating the adequacy of the collective composition of the Board of Statutory Auditors, in line with the provisions pursuant to Art. 9 of MD 88/2022, the theoretical knowledge and practical experience of the individual representatives in more than one of the following areas will also be taken into consideration:
• financial markets;
In formulating this Advice, the outgoing Board of Statutory Auditors also took into account the results of the self-assessment on its size, composition and functioning conducted with the support of Egon Zehnder International S.p.A. (the "Self-assessment process") as well as the additional assessment of its adequate collective composition conducted by the control body pursuant to Art. 11 of MD 88/2022.
In particular:
In particular, according to the outgoing control body, the skills acquired with reference to financial markets, internal control and risk management systems and full mastery of accounting and financial reporting topics appear to be distinctive.
The outgoing control body therefore invites the Shareholders to pass their resolutions on the appointment of the body, taking care to preserve these distinctive characteristics for all candidates, while also deeming adequate diversification and complementarity of the profiles within the body to be crucial, with the aim of encouraging dialogue and its efficient functioning as well as the emergence of a plurality of approaches and perspectives in the analysis of the issues addressed. Given the importance gradually assumed by ESG aspects within the Company's activities, specific skills acquired in the area of sustainable finance are also pivotal in defining the optimal qualitative composition of the new Board of Statutory Auditors.
Particular importance is also placed on the soft skills and aptitude profiles described below:
interaction with the senior executives of the Company;
stand-up capacity;
The adequate availability of time and energy to be devoted to the performance of official duties, in consideration of their nature, quality and complexity, is a fundamental requirement for Statutory Auditors, also in relation to activities associated with participation in the work of the Company's Board of Directors and Board Committees.
In particular, in compliance with the Rules of Conduct, the UnipolSai Board of Directors Regulation and its Board Committee Regulations establish, also in compliance with the Corporate Governance Code for listed companies (the "Corporate Governance Code"), that:
The table below (Table 1) summarises the number of meetings attended by the Board of Statutory Auditors in 2021, 2022 and 2023 and the average duration of these meetings.
| Body | 2021 | 2022 | 2023 | |||
|---|---|---|---|---|---|---|
| no. meetings |
Average duration (h) |
no. meetings | Average duration (h) |
no. meetings |
Average duration (h) |
|
| Board of Statutory Auditors |
20 | 1.40 | 19 | 1.40 | 17 | 1.40 |
| Board of Directors |
8 | 2.50 | 10 | 3 | 8 | 3 |
| Control and Risk Committee |
10 | 1.45 | 9 | 3 | 15 | 2.20 |
| Appointments, Governance and Sustainability Committee |
5 | 1 | 4 | 1 | 4 | 1.20 |
| Remuneration Committee |
4 | 1 | 4 | 1 | 3 | 1 |
| Related Party Transactions Committee |
6 | 0.45 | 9 | 1 | 13 | 1 |
In the 2021-2023 three-year period, the Chairman or, at least, one of the Statutory Auditors, always took part in all meetings of the Board of Directors and the above-mentioned Committees.
At collective level, during the 2021-2023 three-year period, the average participation of the members of the Board of Statutory Auditors was nearly 100%.
It is also necessary to consider the commitment required to prepare the meetings of the Board of Statutory Auditors, the Board of Directors and the Board Committees, taking into account the topics to be examined and the documentation supporting such meetings, characterised by particularly challenging content. In addition, there is also the commitment necessary for participation in induction meetings, as well as any off-site discussions.
The Chairman of the Board of Statutory Auditors also dedicates his time to planning meetings of the Board of Statutory Auditors, reviewing the respective minutes, preparing the report of the control body and any additional documentation to be drawn up by that body, as well as discussions with the management, the Board of Statutory Auditors of the Parent Company and Committee Chairmen, in order to ensure the best coordination of the Control Body's work.
Clearly, it is also necessary to consider any other offices, commitments and work activities of Statutory Auditors, within the limits on the established total number of offices that may be held.
Given the foregoing, with a view to ensuring the proper functioning of the control body and the contribution of each member to internal discussions within the Board, the outgoing Board of Statutory Auditors has developed an estimate, to be understood as a reference for assessing the minimum time deemed necessary for the proper performance of official duties,
summarised in the following table (Table 2), considering that in the first year of the term of office new members will be required to make a greater commitment to gain adequate knowledge of the Company's activities and organisational structures.
| Office held | Estimated time necessary for the effective performance of official duties at UnipolSai (days/year) |
|---|---|
| Chairman of the Board of Statutory Auditors |
48 |
| Standing Auditor | 40 |
As concerns the total number of offices that may be held, please recall that MD 88/2022 introduced new specific limits to the number of offices that may be held in larger or more operationally complex companies, including UnipolSai. In particular, the Decree establishes that: "each representative of larger or more operationally complex companies may not hold a total number of offices in enterprises or other commercial companies in excess of one of the following alternative combinations:
clarifying that for the calculation of the above limits, the office held in the company is included and that, for calculation purposes, the set of offices held within the same group and in the companies in which the company holds a qualified shareholding is considered to be a single office (see Articles 16 and 17 of MD 88/2022).
The annual remuneration of each Standing Auditor, approved by the Shareholders' Meeting of the Company on 28 April 2021, is equal to €75k; the annual remuneration of the Chairman of the Board of Statutory Auditors is €100k.
The outgoing Board of Statutory Auditors considered this remuneration to be adequate and in line with the functions performed and the respective responsibilities, although it suggests, in the assignment of remuneration to the new control body, considering the evolution of inflation during the three-year term of office as well as expected inflation.
In conclusion, on the basis of the experience gained during its term of office, the outgoing Board of Statutory Auditors presents the following considerations.
In terms of the professional skills of the members of the Board of Statutory Auditors, considering: (i) the sector in which the Company operates, (ii) the complexity of the respective business organisation and (iii) the size and highly complex structure of the reference Group, it is considered desirable for the new control body to have skills and experience gained on a complementary basis in the relevant disciplinary areas referred to in paragraph no. 1 above.
In particular, it is important for this mix of skills to be well balanced and distributed across the various members of the control body and accompanied by in-depth knowledge of the rules for the functioning of listed companies.
Furthermore, in light of the provisions of MD 88/2022, the Fit & Proper Policy and the Diversity Policy, it is necessary to consider the presence of representatives:
as well as, as illustrated above, capable of having the time necessary to carry out official duties and not holding offices in excess of the limits described above.
Bologna, 13 February 2024
REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS' MEETING ON AGENDA ITEM NO. 4 OF THE ORDINARY MEETING
Purchase and disposal of treasury shares and shares of the holding company. Related and consequent resolutions.
Dear Shareholders,
it should firstly be recalled that, based on the authorizations for the purchase and disposal of treasury shares and shares of the parent company Unipol Gruppo S.p.A. ("Unipol") deliberated by the Ordinary Shareholders' Meeting of UnipolSai Assicurazioni S.p.A. ("UnipolSai" or the "Company"), on 27 April 2022, have been assigned, on 2 January 2023, to the Managers of the Company, to service the compensation plan based on financial instruments for the three-year period 2019-2021 (the "2019-2021 Plan" or the "Plan") a total of 886,707 treasury shares, as well as a total of 490,174 shares of the parent company (the "Unipol Shares") as the first tranche of the Long Term Incentive (LTI) accrued under the Plan.
The Ordinary Shareholders' Meeting on 27 April 2023, has lastly authorized the purchase and disposition of treasury shares within the meaning of articles 2357 and 2357-ter of the Italian Civil Code, as well as Unipol Shares, pursuant to article 2359-bis of the Italian Civil Code, for a period of 18 months from the decision of the Shareholders' Meeting and for the maximum amounts, respectively, of Euro 100 million for treasury shares and Euro 100 million for Unipol shares.
On the basis of the above-mentioned authorizations and always with to the 2019-2021 Plan, the Company:
It is specified that as of the date of this Report:
− Unisalute S.p.A., for 34,461 shares;
− UnipolRental S.p.A., for 10,607 shares;
It is hereby proposed that the aforesaid authorisations be issued again, upon revocation of the existing authorisation, (i) within the maximum limit of expenditure specified herein, (ii) for a term of 18 months, (iii) for the reasons and purposes specified below, and (iv) according to the procedures and terms specified below.
The authorisation for the purchase and disposal of treasury shares aims to provide the Company with an instrument to pursue, in its interest and in accordance with applicable legislation, the following objectives:
The proposal for authorisation to purchase treasury shares is not, at present, directed at reductions of the share capital of the Company through the cancellation of treasury shares purchased.
The authorisation to purchase and dispose of the Unipol Shares aims to provide UnipolSai, in the Company's interests and in compliance with applicable regulations, with the means to pursue the following objectives:
− to use the Unipol Shares for their allocation in execution of the compensation plans based on financial instruments, pursuant to Art. 114-bis of the Consolidated Law on Finance;
We propose that:
It is proposed that a maximum limit of expenditure be confirmed, of Euro 100 million for the purchase of treasury shares and of Euro 100 million for the purchase of Unipol Shares, to be meant on a revolving basis, taking into account the treasury shares and the Unipol Shares sold according to the authorisation by the Shareholders' Meeting.
Both the purchases and the disposal of treasury shares and Unipol Shares shall be made at a price of no more than 15% and no less than 15% of the reference price recorded by the respective securities on the trading day before the date of each transaction. Said parameters are deemed adequate to identify the range of values within which the purchase and disposal of the shares are of interest to the Company.
The Board of Directors therefore hereby submits the following resolution proposal to the Shareholders' Meeting.
"The Ordinary Shareholders' Meeting of UnipolSai Assicurazioni S.p.A. (the "Company"),
revolving basis, taking into account the treasury shares and the shares of the Holding Company sold according to the authorisation by the Shareholders' Meeting;
Bologna, 21 March 2024
The Board of Directors
REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS' MEETINGS ON THE SINGLE ITEM ON THE AGENDA OF THE EXTRAORDINARY MEETING
a) Amendment of Art. 6 ("Share capital") to update the shareholders' equity elements of the Non-Life and Life businesses pursuant to Art. 5 of ISVAP Regulation no. 17 of 11 March 2008.
the Board of Directors of UnipolSai Assicurazioni S.p.A. ("UnipolSai" or the "Company") has called you to an Extraordinary Shareholders' Meeting to discuss and resolve on the only item on the agenda, as referenced above.
This report (the "Report") prepared in accordance with Art. 125-ter of Italian Legislative Decree No. 58 of 24 February 1998, (the "Consolidated Law on Finance" or "TUF"), and Arts. 72 and 84-ter as well as Annex 3A, schedule 3 of the Regulation adopted with CONSOB Resolution No. 11971 of 14 May 1999, as subsequently amended and integrated ("Issuers' Regulation") is aimed at presenting:
The amendment that is to be made to the By-Laws is intended to update the representation of the individual items that make up the company's shareholders' equity, separately attributed to the Non-Life and Life businesses and Distribution.
Below is an analytical description of the proposed amendment to the By-Laws and the relative reason.
Given that Art. 5 of ISVAP Regulation No. 17/2008 (Regulations governing the joint exercise of Life and Non-Life business) states that "multi-branch" companies must represent in the By-Laws the individual items making up the company's shareholders' equity, separately allocated to Non-Life and Life businesses, it is appropriate to amend Art. 6 of the Company's By-Laws in order to represent the elements of the company's shareholders' equity and the related numerical expressions, separately for the two above mentioned businesses (Non-Life and Life), in the actual composition and size that these assets have assumed, in
particular, due to the following events concerning the Company:
More specifically, insofar is as of interest here, the aforementioned Art. 6 of the By-Laws must represent the effects of the amendments made on the items of shareholders' equity due to changes in the items "Reserve for shares of the Holding Company", "Negative reserve for treasury shares in the portfolio" and "Other reserves" relating to the Non-Life and Life businesses.
In order to make it easier for the changes to be identified below the current text is reported in the column on the left and the new proposed text in the column on the right. In particular, with reference to the new text, the following steps have been taken:
** *** **
a) the words whose deletion is being proposed are highlighted with crossed out characters; and
| b) | the words whose insertion is being proposed are highlighted in bold. | |||
|---|---|---|---|---|
| Current text | New text |
|---|---|
| Article 6 – Share capital | Article 6 – Share capital |
| The share capital is equal to Euro 2,031,456,338.00 divided in 2,829,717,372 common shares without par value. |
[unchanged] |
| The corporate capital is allocated for Euro 1,528,513,644.07 to the operation of the non-life insurance and re-insurance business and for Euro 502,942,693.93 to the operation of the life insurance and re insurance business. |
[unchanged] |
| The legal reserve is allocated for Euro 305,702,728.81 to the operation of the non-life insurance and re-insurance business and for Euro 100,588,538.79 to the operation of the life insurance and re insurance business. |
[unchanged] |
| Current text | New text |
|---|---|
| The issue premium reserve is allocated for Euro 147,887,803.65 to the operation of the non-life insurance and re-insurance business and for Euro 259,368,002.54 to the operation of the life insurance and re insurance business. |
[unchanged] |
| The revaluation reserves (riserve di rivalutazione) are allocated for Euro 96,559,196.27 to the sole operation of the non-life insurance and re-insurance business. |
[unchanged] |
| The reserve for shares of the holding company (riserva per azioni della controllante) is fully allocated, for Euro 2,561,414.40, to the operation of the non life insurance and re-insurance business. |
The reserve for shares of the holding company (riserva per azioni della controllante) is fully allocated, for Euro 2,561,414.40 2,861,411.29 to the operation of the non-life insurance and re insurance business. |
| The other reserves are allocated for Euro 1,692,798,546.14 to the operation of the non-life insurance and re-insurance business and for Euro 1,387,822,284.00 to the operation of the life insurance and re-insurance business. |
The other reserves are allocated for Euro 1,692,798,546.14 1,556,601,417.99 to the operation of the non-life insurance and re-insurance business and for Euro 1,387,822,284.00 1,215,711,752.17 to the operation of the life insurance and re insurance business. |
| The negative reserve for treasury shares is fully allocated, for Euro 2,487,846.95 to the operation of the non-life insurance and re-insurance business. |
The negative reserve for treasury shares is fully allocated, for Euro 2,487,846.95 2,228,964.04 to the operation of the non life insurance and re-insurance business. |
| Among the items of the net worth there are no statutory reserves or profits and/or losses carried forward. |
[unchanged] |
| In case of share capital increase for consideration, the option right of the Shareholders may be excluded within the limits of ten per cent of the pre-existing share capital, on condition that the share price (prezzo di emissione) for the issuance of the new shares is equal to the market value of the existing shares and |
[unchanged] |
| EMARKE DIR |
|---|
| CERTIFIED |
| Current text | New text |
|---|---|
| that this is confirmed by a specific report of the auditing firm. |
Please note that the proposed amendment to the By-Laws, also in the light of the provisions of Art. 127-quinquies, par. 6, of the TUF, do not provide the Shareholders with the right of withdrawal if they do not approve of them, taking into account that the amendment to Article 6 is not sufficient to provide the right of withdrawal as identified by Art. 2437 of the Italian Civil Code.
In addition, please recall that the effectiveness of the proposed amendment to the By-Laws is subject - aside from the approval of the Shareholders' Meeting - also to the relevant approval by IVASS, pursuant to Art. 196 of Italian Legislative Decree No. 209 of 7 November 2005.
** *** **
The Board of Directors therefore submits the resolution proposal concerning the amendment of Article 6 of the By-Laws to the Extraordinary Shareholders' Meeting.
"The Extraordinary Meeting of the Shareholders of UnipolSai Assicurazioni S.p.A.,
− after reviewing the report of the Board of Directors,
hereby resolves
− to amend Art. 6 of the By-Laws as follows:
The share capital is equal to Euro 2,031,456,338.00 divided in 2,829,717,372 common shares without par value.
The corporate capital is allocated for Euro 1,528,513,644.07 to the operation of the non-life insurance and re-insurance business and for Euro 502,942,693.93 to the operation of the life insurance and re-insurance business.
The legal reserve is allocated for Euro 305,702,728.81 to the operation of the nonlife insurance and re-insurance business and for Euro 100,588,538.79 to the operation of the life insurance and re-insurance business.
The issue premium reserve is allocated for Euro 147,887,803.65 to the operation of the non-life insurance and re-insurance business and for Euro 259,368,002.54 to the operation of the life insurance and re-insurance business.
The revaluation reserves (riserve di rivalutazione) are allocated for Euro 96,559,196.27 to the sole operation of the non-life insurance and re-insurance business.
The reserve for shares of the holding company (riserva per azioni della controllante) is fully allocated, for Euro 2,861,411.29 to the operation of the non-life insurance and re-insurance business.
The other reserves are allocated for Euro 1,556,601,417.99 to the operation of the non-life insurance and re-insurance business and for Euro 1,215,711,752.17 to the operation of the life insurance and re-insurance business.
The negative reserve for treasury shares is fully allocated, for Euro 2,228,964.04 to the operation of the non-life insurance and re-insurance business.";
− to grant the Chairman of the Board of Directors and the Chief Executive Officer, severally among them and with a right of sub-delegation, the broadest powers to comply with the formalities required by law, to record the adopted resolution in the Register of Companies, with the right to make non-substantial amendments or additions to this resolution or those required by the competent Authorities, as well as the powers to deal with the resulting legal and regulatory obligations."
Bologna, 21 March 2024
The Board of Directors
Registered Office Via Stalingrado, 45 40128 Bologna (Italy) [email protected] tel. +39 051 5077111 fax +39 051 7096584
Share capital € 2,031,456,338.00 fully paid-up Bologna Register of Companies Tax No. 00818570012 VAT No. 03740811207 R.E.A. No. 511469
A company subject to management and coordination by Unipol Gruppo S.p.A., entered in Section I of the Insurance and Reinsurance Companies List at No. 1.00006 and a member of the Unipol Insurance Group, entered in the Register of the parent companies – No. 046
unipolsai.com unipolsai.it
UnipolSai Assicurazioni S.p.A. Registered Office
Via Stalingrado, 45 40128 Bologna (Italy)
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