General and extraordinary Meeting of Shareholders and subsequent ...

PRESS RELEASE
Please note that the original Press Release is in Italian.
In case of doubt the Italian version prevails
General and extraordinary Meeting of Shareholders and
subsequent Board of Directors’ meeting
- FY2012 accounts approved
- Dividend approved of € 0.17 per share (€ 0.17 in the previous year)
- Board of Directors and Board of Statutory Auditors appointed
- Remuneration policies approved
- Change in Art 7 of the Company’s by- laws
The ordinary Annual General Meeting of the shareholders of VITTORIA
ASSICURAZIONI took place today, in Milan, under the chairmanship of Giorgio COSTA.
Shareholders approved the Board of Directors’ Report and the Financial Statements for
the year ending on 31 December 2012.
The dividend amounts to € 0.17 per share in line with that of the previous financial year
and is payable as from 23 May 2013, with detachment of coupon no. 31 on 20 May 2013
and record date of 22 May 2013. The Shareholders’ Meeting also appointed the new
Board of Directors for the years 2013, 2014, 2015 as follows:
Directors relating to the list presented by the majority:
− Giorgio COSTA
− Carlo ACUTIS
− Andrea ACUTIS
− Roberto GUARENA
− Adriana ACUTIS BISCARETTI DI RUFFIA
− Francesco BAGGI SISINI
− Marco BRIGNONE
− Fulvia FERRAGAMO VISCONTI
− Bernhard Franz Josef GIERL
− Lorenza GUERRA SERÀGNOLI

− Pietro Carlo MARSANI
− Giorgio MARSIAJ
− Lodovico PASSERIN D’ENTRÈVES
− Luca PAVERI FONTANA
− Giuseppe SPADAFORA
Director relating to the list presented by the minority:
- Anna STRAZZERA
Shareholders also appointed the Board of Statutory Auditors as follows:
− Alberto GIUSSANI, President (candidate of the minority list)
− Giovanni MARITANO, standing statutory auditor (candidate of the majority list)
− Francesca SANGIANI, standing statutory auditor (candidate of the majority list)
− Michele CASO’, substitute statutory auditor (candidate of the minority list)
− Maria Filomena TROTTA, substitute statutory auditor (candidate of the majority
list)
The Shareholders’ meeting has also approved the Company’s remuneration policies.
Finally the Shareholders’ meeting has approved a change in article 7 of the Company’s
by-laws in order to adjust the provisions contained in the by-laws to the new provisions
of art. 2369 of the Civil Code and articles 125-bis e 126-bis of the Italian Financial Act,
as per Law Decree, n. 91/2012, concerning the rights of specific shareholders of listed
companies.
The Board of Directors, which met after the AGM, then appointed Giorgio COSTA as
Chairman, Carlo ACUTIS and Andrea ACUTIS as Deputy Chairmen and Roberto
GUARENA as Managing Director.
The Board of Directors confirmed the applicability of the independency criteria to
Francesco Baggi Sisini, Marco Brignone, Fulvia Ferragamo Visconti, Bernhard Gierl,
Lorenza Guerra Seràgnoli, Pietro Carlo Marsani, Giorgio Marsiaj, Lodovico Passerin
d’Entrèves, Giuseppe Spadafora e Anna Strazzera. The Board has also reviewed the
independency of Chairman Giorgio COSTA, even though not qualifying as independent
in the light of the office held.
The qualification of the Board members as independent has been verified as per Article
148, paragraph 3 of Legislative Decree n. 58/98 (the Italian Consolidated Finance Act)
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and the listed companies’ Corporate Governance Code. As far as the latter is
concerned, the Board of Directors has applied all the criteria provided for therein, except
for the criteria under which a director is not considered independent if he has been in
office for over nine years. The Board of Directors has, in fact, chosen to favour the in
depth knowledge of the insurance and reinsurance business which can only be obtained
after a significant number of years.
Milan, 19 April 2013
Contact: Andrea Acutis – Deputy Chairman
Tel: (+ 39) 02 48 219 006
e-mail: IR@vittoriaassicurazioni.it
www.vittoriaassicurazioni.com
About Vittoria Assicurazioni
Vittoria Assicurazioni is an independent insurance company, founded in Milan in 1921.
The company is active in all life and non-life lines, covering the whole of Italy via an
extensive commercial network featuring over 370 agencies, 630 sub-agencies. Vittoria’s
mission is to be the elective insurer of families and small and medium enterprises.
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