Generali approves the 2021 financial statements and appoints the new Board of Directors

The ordinary and extraordinary Annual General Meeting (“AGM”) of Assicurazioni Generali S.p.A.  was held today under the chairmanship of Gabriele Galateri di Genola.

The AGM has approved the financial statements for the year 2021, as disclosed to the public, which closed  with a net result of € 1,847 million, and announced the distribution to the shareholders of a dividend of € 1.07 per share, to be paid as from 25th May 2022. Shares will trade ex-dividend as from 23rd May 2022.

After setting the size of the Board at 13 members, a new Board of Directors has also been elected to hold  office for three financial years, that is, until approval of the financial statements for the year 2024, and its  remuneration has been determined.

• The list presented by outgoing Board of Directors – the majority list – has obtained 55.9% of votes. • The list presented by the shareholder VM2006 – the first minority list – has obtained 41.73% of votes. • The list presented by several UCIs under the aegis of Assogestioni – the second minority list – has  obtained 1.9% of votes.

From the majority list, the following have been elected: Andrea Sironi (indicated as independent Chairman),  Clemente Rebecchini, Philippe Donnet (indicated as Managing Director), Diva Moriani, Luisa Torchia, Alessia  Falsarone, Lorenzo Pellicioli, Clara Furse, Umberto Malesci, Antonella Mei-Pochtler.

From the first minority list, the following have been elected: Francesco Gaetano Caltagirone, Marina Brogi,  Flavio Cattaneo.

The elected directors, in light of what they communicated when submitting the lists, all possess the  independence conditions as per art. 28.2 of the Articles of Association, by art. 147-ter of the TUF and the  Italian Corporate Governance Code as implemented by the Company, with the sole exception of

• Philippe Donnet, Clemente Rebecchini and Lorenzo Pellicioli with reference to the slate presented by  the Board of Directors

• Francesco Gaetano Caltagirone for the list presented by the shareholder VM 2006 S.r.l.

All the elected directors also declared that they meet the conditions of professionalism, good standing and  independence required under the current Italian legislation for insurance companies. The curriculum vitae of  all directors are available in the documentation containing information of the nominees for appointment to the  Board of Directors from the respective lists.

As of today, based on the information available it is aware that among the elected directors, Philippe Donnet  owns 1,175,693 shares of Assicurazioni Generali, equal to 0.07% of the share capital, Francesco Gaetano  Caltagirone through affiliated legal entities owns 157,900,000 shares of Assicurazioni Generali, equal to 9.95%  of the share capital and Marina Brogi owns 2,580 shares of Assicurazioni Generali.

The first meeting of the newly elected Board will take place in the first half of next week to discuss appointments  to the corporate bodies.

The AGM approved the Share Buyback Programme for the purpose of cancelling own shares as part of  the implementation of the 2022-24 strategic plan, for a maximum total disbursement of € 500,000,000.00  and for a maximum number of shares corresponding to 3% of the Company’s share capital. The aim of the  own share buyback scheme is to make use of excess liquid funds accumulated during the three years 2019- 21 and not used for the purpose of “capital redeployment” and to provide shareholders with remuneration in  addition to the distribution of dividends. The authorisation was issued for 18 months from the date of the AGM:  the minimum purchase price of the shares may not be lower than the implicit nominal value of the shares at  the time in force, while the maximum price may not exceed by 5% the reference price that the shares will have  recorded in the stock exchange session of the day preceding the completion of each individual purchase  transaction. The purchase of treasury shares will be carried out – pursuant to Article 144-bis, paragraph 1,  letter b) and c) of the CONSOB Issuers’ Regulations and the current regulatory provisions – according to  operating procedures established in the regulations for the organization and management of the markets  themselves in order to ensure equal treatment between shareholders.

The AGM has also approved the Group’s Long Term Incentive Plan (LTIP) 2022-24, authorising the purchase  and disposal of a maximum number of 10 million and 500 thousand treasury shares to serve the 2022-24 LTIP.  The authorisation was issued for 18 months from the date of the AGM: the minimum purchase price of the  shares may not be lower than the nominal value of the shares at the time in force, while the maximum price  may not exceed by 5% the reference price that the shares will have recorded in the stock exchange session  of the day before the completion of each individual purchase transaction. The purchase of treasury shares will  be carried out – pursuant to Article 144-bis, paragraph 1, letter b) and c) of the CONSOB Issuers’ Regulations  and the current regulatory provisions – according to operating procedures established in the regulations for  the organisation and management of the markets themselves in order to ensure equal treatment between  shareholders.

The AGM also approved the Share Plan for Generali Group employees, with the aim of promoting the  achievement of strategic objectives, a culture of ownership and empowerment and the participation of  employees to the Group’s sustainable value creation. The Plan provides for the opportunity to purchase  Assicurazioni Generali shares at favourable conditions, offering, in case of share price appreciation, free  shares in proportion to the share purchased and to the dividends distributed. The Plan, that is expected to be  launched in October 2022 and will last 3 years, is offered to Group employees with the exclusion of the Group  Management Committee (GMC) and the Global Leadership Group (GLG) members. The Board of Directors of  Assicurazioni Generali, giving implementation to the Plan, will identify the specific categories of employees  who may be beneficiaries and the countries where it is possible to launch the Plan. The AGM also authorised  the purchase and disposal of a maximum of 9 million of treasury shares, for a period of 18 months. The  minimum purchase price of the shares may not be lower than the nominal value of the shares at the time in  force, while the maximum price may not exceed by 5% of the reference price that the stock will have recorded  in the stock exchange session of the day before the completion of each single purchase transaction. Purchases  of treasury shares shall be made in accordance with article 144-bis paragraph 1, letters b) and c) of the  CONSOB Issuers’ Regulation and the current regulatory provisions – according to operating procedures  established in the regulations for the organisation and management of the markets themselves in order to  ensure equal treatment between shareholders.

Please note that Generali and its subsidiaries currently own 6,599,872 treasury shares, equal to 0.413% of  the Company’s share capital.

The AGM approved the proposals relating to the amendment of art. 9.1 of the Articles of Association. This  amendment, which is subject to prior approval by IVASS, concerns the elements of the shareholders’ equity  of the Life and P&C management, pursuant to art. 5 of ISVAP Regulation 11 March 2008, n. 17.

Finally, the AGM approved the Report on remuneration policy and expressed a favourable consultative vote  on the Report on remuneration payments.