Annual report and Financial Statements Financial Year 2016 SHAREHOLDERS’ MEETING ON APRIL 22ND, 2017 121st FINANCIAL YEAR Please note that the original Report is in Italian. In case of doubt the Italian version prevails. Contents Group Structure 9 Calling of the ordinary and extraordinary shareholders’ meeting 15 Corporate Bodies 21 Reference Scenario 23 Management Report 41 The Company in 2016 43 Highlights 45 2014-2017 Business Plan 53 Ways in which the Group image and information are disclosed 58 Significant events during the year 59 Insurance business 67 Premiums by sector of acquisition 69 Non-life business 70 Claims settlement 77 Life business 79 Claims paid 82 Research and development activities - new products 83 Reinsurance 85 Financial and asset management 91 Investment property 93 Securities investments 94 Solvency II ratio 97 Analysis of the financial risks 97 Headcount and sales network 101 Human resources 103 Sales network 106 Other information 111 Corporate governance and internal control system 113 Prevention and countering fraud 113 Complaints management 114 Disclosure on Solvency II fulfilments 114 Information systems 115 Appointments of senior management of the Company 116 Significant events during the first few months of 2017 117 3 Atypical or unusual transactions and non-recurrent significant operations and events 118 Transactions with related parties 118 Management and co-ordination activities according to Article 2497 et seq. of the Italian Civil Code 118 Tax consolidation 119 Shareholders 119 Own shares 120 Newly issued shares 120 Outlook for business activities 120 Information on the investee companies 123 Investments in subsidiaries 125 Investments in associated companies 128 Other significant investments 129 Indirect investments in subsidiaries 131 Proposal for the allocation of the result for the year 133 Statement of financial position and Income Statement 139 Notes to the Accounts 167 Foreword 169 Part A - Accounting principles 173 Part B - Information on the Statement of financial position and Income statement 189 Statement of financial position - Assets 191 Statement of financial position - Liabilities and Shareholders’ equity 216 Income statement 237 Part C - Other Information 253 Cash flow statement 263 Attachments to the Note to the Accounts 269 Certification of the Executive appointed to draw up the corporate accounting 339 Board of Statutory Auditors’ Report 341 Independent Auditors’ Report 355 ATTACHMENTS Real Estate Property Attachments to the Notes to the Accounts Statements disclosing the solvency margin companies (s.r.l. 4 Summary index of tables and charts TABLES Table 1 - Summary of the premiums for the year 47 Table 2 - Reclassified income statement 48 Table 3 - Key life and non-life indicators 49 Table 4 - Reclassified statement of financial position 50 Table 5 - Headcount and sales network 51 Table 6 - Premiums for the year 69 Table 7 - Accident and injury class - direct business 71 Table 8 - Health class - direct business 72 Table 9 - Land vehicle hulls class - direct business 72 Table 10 - Goods in transit class - direct business 73 Table 11 - Fire & natural forces class - direct business 73 Table 12 - Other damage to assets class - direct business 74 Table 13 - TPL - Land motor vehicles class- direct business 74 Table 14 – TPL - General class- direct business 75 Table 15 - Suretyship class - direct business 75 Table 16 - Sundry financial losses class - direct business 75 Table 17 - Legal protection class - direct business 76 Table 18 - Assistance class - direct business 76 Table 19 - Claims’ settlement velocity 79 Table 20- Breakdown of claims paid by class and type 82 Table 21 - Investments - breakdown 93 Table 22 - Net financial income and expenses 96 Table 23 - Solvency II ratio 97 Table 24 - Pro-forma statement of financial position - Assets 191 Table 25 - Intangible assets 192 Table 26 - Intangible assets - gross amortisation amounts 192 Table 27 - Intangible assets - accumulated amortisation 192 Table 28 - Land and buildings 195 Table 29 - Land and buildings - gross depreciation amounts 195 Table 30- Land and buildings - accumulated depreciation 195 Table 31 - Investments - summary of values 196 Table 32 - Summary data of subsidiaries 198 5 Table 33 - Summary data of associated companies 200 Table 34 - Summary data of the other investments 201 Table 35 - Other financial investments - breakdown 202 Table 36 - Exposure in government debt securities issued or guaranteed by PIGS countries (Portugal, Ireland, Greece and Spain) 204 Table 37 - C.III.3 class bonds - main issuer Groups 204 Table 38 - Investments for benefits of life assurance policyholders who bear the investment risk and deriving from the management of pension funds - breakdown 206 Table 39 - Reinsurance amounts of technical provisions 207 Table 40 - Receivables 208 Table 41 - Other receivables - breakdown 209 Table 42 - Tangible assets and inventories 210 Table 43 - Tangible assets and inventories - gross depreciation amounts 210 Table 44 - Tangible assets and inventories - accumulated depreciation 211 Table 45 - Accruals and deferrals 212 Table 46 - Pro-forma statement of financial position - Liabilities and shareholders’ equity 216 Table 47 - Shareholders' equity 217 Table 48 - Shareholders’ equity - origin, possibility of use and distribution, as well as use in previous years 219 Table 49 - Shareholders' equity - changes during the year 220 Table 50 - Breakdown of technical provisions 221 Table 51 - Provisions for unearned premium - direct business 222 Table 52 - Provisions for unearned premium - indirect business 223 Table 53 - Cattolica Gestione Previdenza open-end pension fund - net asset value by segment 226 Table 54 - Risparmio & Previdenza open-end pension fund - net asset value by segment 226 Table 55 - Open-end pension funds of the Company- Investments, provisions and gross premiums written 227 Table 56 - Other pension funds - Investments, provisions and gross premiums written 227 Table 57 - Other Pension Funds - Type and extent of the guarantee provided 228 Table 58 - Provisions for risks and charges 228 Table 59 - Payables deriving from insurance and reinsurance transactions 230 Table 60 - Employee severance indemnities 232 Table 61 - Other payables - breakdown 232 6 Table 62 - Other liabilities - breakdown 233 Table 63 - Guarantees, commitments and other memorandum accounts 235 Table 64 - Pro-forma Income Statement 237 Table 65 - Reclassified non-life technical account - Italy and foreign portfolio 239 Table 66 - Claims settled - direct and indirect business 240 Table 67 - Other income - breakdown 245 Table 68 - Other charges - breakdown 245 Table 69 - Income taxes for the year 247 Table 70 - Recognition of prepaid taxes and consequent effects 247 Table 71 - Recognition of deferred taxes and consequent effects 248 Table 72 - Income taxes for the year - reconciliation between the ordinary rate and the effective rate 248 Table 73 - Change in shareholders’ equity after the end of the year 255 Table 74 - Independent Auditors’ fees 256 Table 75 - Equity position and economic transactions with companies subject to management and co-ordination, associated companies and other related parties 259 CHARTS Statement 1 - Subordinated assets 213 Statement 2 - Operations on derivatives - C and D class 250 Statement 3 - Derivatives valued at fair value - C and D class 250 7 Group Structure Calling of the Shareholders’ meeting and Corporate Bodies Calling of the ordinary and extraordinary shareholders’ meeting The Shareholders are called to the Ordinary and Extraordinary meeting at the registered offices in Lungadige Cangrande 16, Verona, at 8.30 a.m. on Friday, April 21st, 2017 or, in second calling, if the quorum has not been reached on that day, in Via Germania 33, Verona, at 9.00 a.m. on Saturday, April 22nd, 2017, to discuss and resolve on the following agenda; AGENDA Ordinary session 1. Approval of the 2016 annual financial statements and the accompanying reports, with consequent and correlated resolutions. 2. Decisions relating to the remuneration policies, in compliance with the current legislative and Articles of Association provisions. 3. Authorisation to purchase and sell own shares in accordance with the law. Inherent and consequent resolutions. 4. Appointment, pursuant to Article 2386 of the Italian Civil Code and Article 33.5 of the Articles of Association, of 2 members of the Board of Directors. Extraordinary session 1. Articles of Association: amendments to Articles 2, 24, 32, 33, 35, 39, 41, 44, 54 and suppression of Article 55. Inherent and consequent resolutions. Without prejudice to the matters envisaged in the General Meeting Regulations with regard to the discussion of the business on the agenda, the reader is informed that the effectiveness of the resolution relating to the appointment of 2 members of the Board of Directors will be subject to the condition precedent in terms of the efficacy, in accordance with the law, of the article of association amendments subject to the resolution of the shareholders during said Meeting, in extraordinary session. In compliance with Article 30 of the Articles of Association, for the second meeting the Board of Directors has established the arrangement of a remote link from the structure indicated below, which will be endowed with the necessary safeguards and ensure the identification of the Shareholders and the exercise of the regulatory and controlling power of the Chairman of the Meeting: Palazzo Rospigliosi Congress Centre - Via XXIV Maggio 43