Assicurazioni Generali
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Assicurazioni Generali REPORTS AND PROPOSALS ON THE ITEMS OF THE AGENDA Ordinary shareholders’ meeting 26-28-30 April 2011 th year9 2010 REPORTS AND PROPOSALS ON THE ITEMS OF THE AGENDA Ordinary shareholders’ meeting 26-28-30 April 2011 2010 ECPI Ethical Index Euro ECPI Ethical Index Global FTSE ECPI Italia SRI: Leaders Index; Benchmarck Index Registered Office and Central Head Office in Trieste Head Office for Italian Operations in Mogliano Veneto Capital (fully paid in) Euro 1,556,873,283.00 Fiscal code and Trieste Companies Register 00079760328 Company entered in the Register of Italian Insurance and Reinsurance Companies under no. 100003 Parent Company of Generali Group, entered in the Register of Insurance Groups under no. 026 CHAIRMAN Cesare Geronzi VICE - CHAIRMEN Vincent Bolloré, Francesco Gaetano Caltagirone, Alberto Nicola Nagel MANAGING DIRECTOR AND GROUP CEO Giovanni Perissinotto (*) (*) He acts also as General Manager MANAGING DIRECTOR Sergio Balbinot (*) DIRECTORS Ana Patricia Botin / Cesare Calari / Carlo Carraro (**) Directors who, together with the Chairman, Diego Della Valle / Petr Kellner / Angelo Miglietta (**) Vice-Chairmen and Managing Directors, form the Executive Committee Alessandro Pedersoli / Lorenzo Pellicioli (**) / Reinfried Pohl Paola Sapienza / Paolo Scaroni / Francesco Saverio Vinci GENERAL COUNCIL Giorgio Davide Adler / José Ramón Álvarez Rendueles José Maria Amusátegui de la Cierva / Francesco Maria Attaguile Claude Bébéar / Kenneth J. Bialkin / Gerardo Broggini Giacomo Costa / Maurizio De Tilla / Enrico Filippi Carlos Fitz-James Stuart y Martínez de Irujo / Albert Frère Georges Hervet / Dietrich Karner / Khoon Chen Kuok / Stefano Micossi Benedetto Orsini / Arturo Romanin Jacur / Guido Schmidt-Chiari Alejandro Valenzuela Del Río / Theo Waigel / Wilhelm Winterstein BOARD OF AUDITORS Eugenio Colucci, Presidente Giuseppe Alessio Vernì / Gaetano Terrin Maurizio Dattilo (supplente) / Michele Paolillo (supplente) GENERAL MANAGERS Raffaele Agrusti (***), Paolo Vagnone (***) Chief Financial Officer and Manager in charge of the preparation of the company’s financial reports DEPUTY GENERAL MANAGERS Attilio Invernizzi / Andrea Mencattini / Aldo Minucci / Valter Trevisani GENERAL SECRETARY Antonio Scala CORPORATE BODIES AS OF 16 MARCH 2011 TABLE OF CONTENTS Notice of call of the General Meeting of Assicurazioni Generali S.p.A. ........................................................................................ 9 1. Financial Statements as at 31 December 2010 and dividend distribution: related and consequent resolutions. Directors’ Report to the Shareholders Meeting ............................................................................................. 11 2. Decrease to 18 in the number of members of the Board of Directors for the termination of a Director: relevant and consistent resolutions. Directors’ Report to the Shareholders Meeting ............................................................................................. 13 3. Appointment of the statutory auditor for the period from 2012 to 2020: relevant and consistent resolutions. Directors’ Report to the Shareholders Meeting ............................................................................................. 15 4. Illustrative report on company and group management compensation policy: inherent and consequent resolutions. Directors’ Report to the Shareholders Meeting ............................................................................................. 21 5. Approval of a new long-term incentive plan (LTIP) with related authorization to purchase treasury shares and to perform all the acts to dispose of them to service said plan, with prior interruption of the cycles of the plan approved on 24 April 2010: inherent and consequent resolutions: delegation of powers. Directors’ Report to the Shareholders Meeting ............................................................................................. 45 Information document regarding the Generali Group’s long-term incentive plan .......................................... 51 6. Amendments to articles 13 (ordinary and extraordinary Shareholders' Meeting), 17 (voting rights and proxy), 21, 22 and 23 (quorum of the Shareholders' Meeting and validity of resolutions), 31 (rules and timing for the lists on the appointment of the Board of Directors), 35 (powers of the Board of Directors) 38 (delegated administrative committees) and 40 (rules and timing for the lists on the appointment of the Board of Auditors) of the Articles of Association in compliance with the legislative decree n. 27 of 27th January 2010, n. 27 and CONSOB resolution no. 17592 of 14th December 2010. Amendments to articles 26, 27 and suppression of articles 19, paragraph 1, point c), 28, 29 and 30 (General Council) of the Articles of Association. Relevant and consistent resolutions. Delegations of powers. Directors’ Report to the Shareholders Meeting ............................................................................................. 97 7. Amendments to articles 2 (Attendance of the Shareholders' Meeting), 11 (Right to ask questions), 13 (Adjournment of the Shareholders' Meeting), 17 (Electronic casting of votes) e 21 (Final provisions) of the By-laws in compliance with CONSOB resolution n. 17592 of 14th December 2010: relevant and consistent resolutions. Directors’ Report to the Shareholders Meeting ........................................................................................... 131 8. Appointment of the Board of Statutory Auditors and its Chairman, and determination of Statutory Auditors’ annual fee: related and consequent resolutions. Directors’ Report to the Shareholders Meeting ........................................................................................... 141 9 . · NOTICE OF CALL OF GENERAL MEETING Shareholders are called to attend the General Meeting to be held at Palazzo dei Congressi, Stazione Marittima, Molo Bersaglieri 3, Trieste, on 26 April 2011 at 9.00 a.m. for the Ordinary General Meeting (first call), and if necessary on 28 April 2011 at 9.00 a.m. for the Extraordinary General Meeting (second call), and if necessary on 30 April 2011 at 9.00 a.m. for the Ordinary General Meeting (second call) and the Extraordinary General Meeting (third call) to discuss the following AGENDA Ordinary business: 1. Financial statements as at 31 December 2010 and distribution of dividend: related and ensuing resolutions; 2. Reduction in the number of members of the Board of Directors to 18 following a director’s resignation: related and ensuing resolutions; 3. Appointment of external auditors for the financial years 2012-2020: related and ensuing resolutions. Delegation of powers; 4. Presentation of report on the remuneration policy for the management of the Company and the Group: related and ensuing resolutions; 5. Approval of a new Long-term Incentive Plan (LTIP) with related authorisation for the purchase and disposal of the Company’s own shares for the purposes of the Plan, after an interruption in the cycles of the Plan approved on 24 April 2010; related and ensuing resolutions. Delegation of powers; Extraordinary business: 6. Amendment to articles 13 (Ordinary and Extraordinary General Meeting) 17 (Voting rights and proxy voting at General Meetings), 21, 22 and 23 (Constitution of General Meeting and validity of its resolutions), 31 (Procedures and time limits for submission of lists for election of Board of Directors), 35 (Powers of Board of Directors), 38 (Governing bodies holding delegated powers) and 40 (Procedures and time limits for submission of lists for election of Board of Statutory Auditors) of the Articles of Association in view of the provisions introduced by Legislative Decree no. 27 of 27 January 2010 and CONSOB Resolution no. 17592 of 14 December 2010. Amendment of arts. 26 and 27 and revocation of arts. 19.1.c, 28., 29 and 30 (General Council) of the Articles of Association. Consequent renumbering of the Articles of Association. Related and consequent resolutions. Delegation of powers; Ordinary business: 7. Amendment to articles 2 (Entitlement to attend General Meeting), 11 (Right to submit questions), 13 (Postponement of General Meeting), 17 (Electronic voting) and 21 (Final provisions) of the General Meeting Regulations in view of the provisions introduced by Legislative Decree no. 27 of 27 January 2010 and Consob Resolution no. 17592 of 14 December 2010: related and ensuing resolutions; 8. Appointment of Board of Statutory Auditors and its Chairman, and determination of Statutory Auditors’ annual fee: related and ensuing resolutions. Additions to the agenda Shareholders who, either individually or jointly, represent at least one-fortieth of the share capital may, within ten days of the publication of this notice of call, ie. by 26 March 2011, request additions to the list of items to be discussed, indicating in the application the additional subjects proposed. The application shall be submitted in writing and delivered to the registered office at Piazza Duca degli Abruzzi 2, Trieste, marked for the attention of the Group General Secretariat and Corporate Affairs Manager, together with a certificate issued by an authorised intermediary in accordance with its books of account, certifying that the applicant owns at least 2.5% of the share capital and indicating the rights exercisable. Additions to the list of items on the agenda are not allowed in the case of subjects which the General Meeting is required by law to discuss on the proposal of the Directors