Unipolsai — AGM Information 2015

Jun 17, 2015

Informazione Regolamentata n. 0230-45-2015		Data/Ora Ricezione 17 Giugno 2015 16:50:01	MTA
Societa'	:	UNIPOLSAI
Identificativo Informazione Regolamentata	:	59835
Nome utilizzatore	:	UNIPOLSAIN05 - Giay
Tipologia	:	IRED 02; IRED 01
Data/Ora Ricezione	:	17 Giugno 2015 16:50:01
Data/Ora Inizio Diffusione presunta	:	17 Giugno 2015 17:05:01
Oggetto	:	Shareholders' Meetings, Financial statement approved and dividend
Testo del comunicato

Vedi allegato.

Bologna, 17 June 2015

UNIPOLSAI: ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

The Shareholders' Meeting of UnipolSai Assicurazioni S.p.A., which met on the date hereof, approved the Financial Statements of the Company as at 31 December 2014, whose contents are already known to the market.

The Shareholders' Meeting also resolved - in accordance with the privileges of the Holders of Class "A" and "B" Savings Shares - the distribution of dividends for a total of approximately €484m (equal to a payout of approximately 65%), to the extent of:

• €0.175 per Ordinary Share, for a total of approximately €398m
• €6.5 per Class "A" Savings Share, for a total of approximately €8m
• €0.20438 per Class "B" Savings Share, for a total of approximately €77m.

The dividend will be payable as of 24 June 2015, with ex-dividend date on 22 June 2015 and record date on 23 June 2015.

Moreover, the Ordinary Shareholders' Meeting:

• appointed in replacement of Ms Maria Antonietta Pasquariello, who resigned in February 2015, Ms Cristina De Benetti as member of the Board of Directors, whose mandate will expire together with that of the other Directors currently in office as of the Shareholders' Meeting for the approval of the 2015 Financial Statements; Ms De Benetti qualifies as an Independent Director pursuant to both the Code of Conduct for Listed Companies as well as the Consolidated Law on Finance;
• appointed the Board of Statutory Auditors, which will remain in office until the Shareholders' Meeting called to approve the Financial Statements as at 31 December 2017, and established the remuneration thereof. On the basis of the lists submitted by the majority shareholder Unipol Gruppo Finanziario S.p.A. and by certain asset management companies and institutional investors (the minority list), 3 Statutory Auditors and 3 Alternate Auditors were appointed, namely:

Paolo Fumagalli	Chairman (sole candidate for Statutory Auditor on the minority
	list);
Giuseppe Angiolini	Statutory Auditor;
Silvia Bocci	Statutory Auditor;
Domenico Livio Trombone	Alternate Auditor;
Luciana Ravicini	Alternate Auditor;
Donatella Busso	Alternate Auditor (sole candidate for Alternate Auditor on the minority list).

• approved the Remuneration Report prepared pursuant to Article 123-ter of the Consolidated Law on Finance and Article 24 of ISVAP Regulation No. 39 of 9 June 2011;

• authorised for a period of 18 months, after revoking the previous authorisation, the purchase and disposal of own shares, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, within the maximum spending limit of €100m, as well as the purchase and disposal of shares of the parent company Unipol Gruppo Finanziario S.p.A., pursuant to Article 2359-bis of the Italian Civil Code, within the maximum spending limit of €50m as shown in the Directors' Report for today's Shareholders' Meeting.

Finally, in the extraordinary session, the Shareholders' Meeting approved the amendment of Articles 8 ("Shareholders' Meetings") and 17 ("Powers of the Board of Directors") of the Company By-Laws, in order to adapt the provisions of the same to the current Procedure for transactions with related parties, adopted by the Company pursuant to CONSOB Regulation No. 17221 of 12 March 2010 as subsequently amended, with regard to whitewash and urgent transactions.

Contacts

Unipol Group Press Office Fernando Vacarini Tel. +39/051/5077705 pressoffice@unipol.it

Barabino & Partners

Massimiliano Parboni m.parboni@barabino.it Tel. +39/335/8304078 Giovanni Scognamiglio g.scognamiglio@barabino.it Tel. +39/340/3161942

Unipol Group Investor Relations

Adriano Donati Tel. +39/051/5077933 investor.relations@unipolsai.it

UnipolSai Assicurazioni S.p.A.

UnipolSai Assicurazioni S.p.A. is the insurance company of the Unipol Group, Italian leader in Non-Life Business, in particular in vehicle liability insurance.

Also active in Life Business, UnipolSai has a portfolio of over 10 million customers and holds a leading position in the national ranking of insurance groups with a direct income amounting to approximately €16 bn, of which €8.4bn in Non-Life Business and €7.6bn in Life Business (2014 figures).

The company currently operates through 5 divisions (Unipol, La Fondiaria, Sai, Nuova MAA and La Previdente) and has the largest agency network in Italy, with approximately 3,800 agencies and 7,300 sub-agencies spread across the country.

UnipolSai Assicurazioni is a subsidiary of Unipol Gruppo Finanziario S.p.A. and, like the latter, is listed on the Italian Stock Exchange, being one of the most highly capitalized securities.