Ras spa annual report & financial statements 2003 2003 annual report and financial statements Ras spa Contents Board of Directors, Statutory Auditors and General Management 3 Agenda of ordinary and extraordinary shareholders’ meeting 5 EXTRAORDINARY SECTION 7 Report of the board of directors to the extraordinary shareholders’ meeting 8 ORDINARY SECTION 29 Directors' report 30 Ras in 2003 33 Relationships with subsidiary, affiliated, associated and parent companies and with related parties 38 Investments held by directors, statutory auditors and general managers 39 Lines of business 40 Post balance sheet events 49 Ras Group50 Net profit for the year 54 Investments held by directors, statutory auditors and general managers 55 Reports to the ordinary shareholders’ meeting 56 Board of Directors 57 Board of statutory auditors 58 Authorisation to purchase and sell own shares 59 Financial Statements 61 Balance sheet 62 Profit and loss account 74 Notes to the financial statements Part A - Valuation criteria 83 Part B - Notes to the balance sheet and profit and loss account 90 Balance sheet - assets 90 Balance sheet - liabilities and shareholders' equity 102 Profit and loss account 121 List of subordinated securities 131 Remuneration of directors, statutory auditors and general managers 132 Stock options assigned to Directors and General Managers 133 Part C - Other information 134 Cash flow statement 135 Real estate 137 List of equity investments exceeding 10% 138 Statutory auditors’ report 144 Independent auditors’ report 149 Resolutions of the shareholders 155 Board of Directors, Independent Auditors and General Management (from 1 May 2004) Board of Directors Board of Statutory Auditors Giuseppe Vita Pietro Manzonetto Chairman Chairman Michael Diekmann Paolo Pascot Deputy Chairman Giorgio Stroppiana Standing Auditors Mario Greco Chief Executive Officer Michele Carpaneda Franco Della Sega Detlev Bremkamp Alternate Auditors Carlo Buora Vittorio Colao Nicola Costa General Management Rodolfo De Benedetti Ferruccio De Bortoli Massimo Arrighi Klaus Dührkop Mario Greco Pietro Ferrero Salvatore Militello Francesco Micheli Pierluigi Riches Salvatore Orlando Paolo Vagnone Helmut Perlet General Management Giampiero Pesenti Andrea Pininfarina Daniele D'Abramo Gianfelice Rocca Maurizio Devescovi Carlo Salvatori Diego Fumagalli Directors Claudia Motta Roberto Notarbartolo di Villarosa Giuseppe Vita Alessandro Scarfò Michael Diekmann Guido Sommella Mario Greco Carlo Spasiano Detlev Bremkamp Central Managers Pietro Ferrero Gianfelice Rocca Independent Auditors Executive Committee KPMG S.p.A. Savings Shareholders' Aldo Andreoni Representative Secretary to the Board of Directors Gianfranco Negri Clementi * Members of the Executive Committee. ** As regards the office and powers vested on individual Directors and the Executive Committee, see the specific section on Corporate Governance included in the consolidated financial statements. 3 Ordinary and extraordinary shareholders' meeting 28/29/30 April and 28/29 April 2004 at 10 am Agenda Extraordinary section 1. Proposal to change articles 5, 10, 11, 12, 13, 15, 17, 19, 22, 24, 28, 30 and 31 of the com- pany's by-laws and add a new article on the meetings of the Board of Statutory Auditors, with consequent renumbering of the by-laws; related and subsequent resolutions; 2. Change to the Rules of Procedure for the Shareholders' Meetings following the change to the by-laws; related and subsequent resolutions. Ordinary section 1. Financial statements as at and for the year ended 31 December 2003; Directors' report and report of the Board of Statutory Auditors; related and subsequent resolutions; 2. Resignation of Directors; determination of the number of Directors on the board and subse- quent resolutions to appoint Directors and decide the Directors' fees; 3. Resignation of an Alternate Auditor; reintegration of the Board of Statutory Auditors; 4. Authorisation to purchase and sell own shares pursuant to article 2357 and subsequent arti- cles and article 2359 bis of the Civil Code and article 132 of Legislative decree no. 58 of 24 February 1998. 5 Extraordinary section 7 Report of the board of directors to the extraordinary shareholders’ meeting Dear shareholders, To implement new provisions of law and take advantage of some of the interesting streamlining opportunities offered by recent company law reform (Legislative decree no. 6 of 17 January 2003), the Board of Directors proposes you resolve upon making certain changes to the company's by- laws, with resulting changes to the Rules of Procedure for the Shareholders' Meetings. The changes are described below. Also considering the many new institutions introduced by the reform, which will undergo subse- quent examination and entail hands-on experience, the proposals made herein are based on prin- ciples of prudent updating the by-laws to better protect the company's interest and that of its shareholders in this delicate stage in which the reform in initially implemented. In line with the above, we propose aligning the company's duration with that of human life, setting its expiration for 31 December 2038, its two-hundredth anniversary (article 5); introducing the terms for exercising any rights to withdrawal (article 10); updating the by-laws on the sharehold- ers' meetings the new regulations (articles 11, 12, 13, 15 and 17); implementing new company law on the Board of Directors (articles 19, 22 and 24). The new by-laws relating to the shareholders' meetings will also be implemented in the Rules of Procedure for the Shareholders' Meetings, as per the text provided below. Furthermore, new provisions concerning the Board of Statutory Auditors are also introduced in the by-laws, encouraging the appointment of statutory auditors by minority shareholders (article 28). In particular, the minimum percentage of ownership of ordinary shares which shareholders - or groups of shareholders - are required to have to nominate candidates for the office of statutory auditor is reduced from 3% to 2%. The same concept of protecting minority shareholders has led to updated provisions for reintegrating the Board of Statutory Auditors as well. In addition, one of the proposed changes provides that the Board of Statutory Auditors also be able to hold meetings via teleconference (with the introduction of a new article 29) and the prerequi- sites of professionalism for the appointment of a statutory auditors are specified more precisely (article 28). Finally, there is a proposal to update the by-laws concerning company representation and signature (articles 31 and 32 of the new numbering) to align them with the company's organisation and hier- archy, in accordance with its traditionally strict principles of good conduct, while at the same enabling it to operate flexibly. If you agree with the above, we submit for your approval the following resolution: Having heard and approved the report of the Board of Directors,the shareholders of RIUNIONE ADRI- ATICA DI SICURTA’Società per azioni,in the extraordinary section of the meeting,resolve: • to change articles 5,10,11,12,13,15,17,19,22,24,28,30 and 31,of the by-laws and insert a new article governing the meetings of the Board of Statutory Auditors,consequently renumber- ing the articles as follows: RAS BY-LAWS RAS BY-LAWS CURRENT TEXT PROPOSED TEXT Article 5 Article 5 1. The duration of the company shall be un- 1. The duration of the company shall be un- til 31 December 2238 and may be ex- til 31 December 2038 and can be extend- tended by resolution of the shareholders, ed by resolution of the shareholders during excluding the dissenting shareholders' the general meeting, excluding the dis- right to withdraw. senting shareholders' right to withdraw. Article 10 Article 10 1. Shareholders shall comply with the pro- 1. Shareholders shall comply with the provi- visions of the by-laws and resolutions sions of the by-laws and resolutions adopted during general meetings, in ac- adopted during general meetings, in ac- cordance with the law and the compa- cordance with the law and the company's ny's by-laws. by-laws. 9 2. The right of withdrawal is exercised within the terms and procedures pre- scribed by law through registered letter with notice of receipt sent to the com- pany. 3. The right of withdrawal from the com- pany takes effect on the fifteenth day after the date when the registered let- ter sent by the withdrawing sharehold- er is received, except for the provisions of the last paragraph of article 2437 bis of the Italian Civil Code. Article 11 Article 11 1. The shareholders' meetings are convened 1. The shareholders' meetings are convened at the registered offices of the company at the registered offices of the company or anywhere else in Italy. or anywhere else in Italy. 2. The shareholders' meeting is either ordi- 2. The shareholders' meeting is either ordi- nary or extraordinary, or special for savings nary or extraordinary, or special for savings shareholders in accordance with the law. shareholders in accordance with the law. 3. The ordinary shareholders' meeting is 3. The ordinary shareholders' meeting is called to approve the financial state- called to approve the financial state- ments within 30 April of each year. This ments at least once a year within 120 deadline may be extended to 30 June if days of the year end; in cases allowed specific requirements necessitate post- by law, this deadline can be postponed ponement or if the insurance company is for up to 180 days. authorised to perform reinsurance activi- ties and does so to a large extent. Article 12 Article 12 1. The shareholders' meetings are convened 1. The shareholders' meetings are convened in accordance with the law and the com- in accordance with the law and the com- pany's by-laws. pany's by-laws. 2. The notice of convocation is published in the Official Journal of the Republic within the terms of law. 3. The notice may also be posted on the company's website and published in one more national newspapers. 4.