Annual information document
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1 SOCIETÀ PER AZIONI SEDE: VIA CALDERA, MILANO SOCIETÀ PER AZIONI REGISTERED OFFICES: VIA CALDERA MILAN - ITALY SHARE CAPITAL: EURO FULLY PAID IN TAX CODE & MILAN COMPANIES REGISTER No REA No REGISTERED IN ITALIAN CENTRAL REGISTER OF INSURANCE & REINSURANCE COMPANIES, Section I, No. I N PARENT COMPANY OF THE VITTORIA ASSICURAZIONI GROUP REGISTERED IN ITALIAN CENTRAL REGISTER OF INSURANCE GROUPS, No. 008 Annual information document
2 ANNUAL INFORMATION DOCUMENT in compliance with article no. 54 of the Consob Regulation of 14 May 1999 and subsequent amendments. This document provides all the information that has been published or made available during the period from 1st May 2008 to 30th April 2009, in accordance with the obligations imposed by the European Union and national legislative and regulatory provisions governing securities, issuers of securities and securities markets. The document is available on the Company website Investor Relations Section and is divided into the following lists: List A) Price sensitive press releases; List B) Press announcements; List C) Corporate Documents; List D) Analyst Presentations; List E) Internal Dealing disclosure; List F) Disclosure of changes in Share Capital; List G) Financial and Accounting Records. 2
3 List A) PRICE SENSITIVE PRESS RELEASES SUBJECT Consolidated results for first quarter of Calendar. Extraordinary Shareholders Meeting on 27 June first-half results. Strategic targets for the five-year period from 2009 to FY 2008 forecast. Results for first 9 months of Financial Presentation Forecast. Vittoria Assicurazioni acquires SACE Surety Life Business. Calendar Calendar Premiums Year End Results 2009 Targets. Financial presentation 2009 Targets. Ordinary Shareholders Meeting, 24 April Date of publication Where documents are available 13/05/2008 NIS and website 23/05/2008 NIS and website 27/06/2008 NIS and website 08/08/2008 NIS and website 29/08/2008 NIS and website 12/11/2008 NIS and website 18/11/2008 NIS and website 16/12/2008 NIS and website 20/01/2009 NIS and website 10/02/2009 NIS and website 19/02/2009 NIS and website 12/03/2009 NIS and website 25/03/2009 NIS and website 24/04/2009 NIS and website website: 3
4 List B) PRESS ANNOUNCEMENTS (Italian version only) SUBJECT Notice to Vittoria Assicurazioni S.p.A. Fixed/Floater 2001/2016 subordinated bond loan convertible into ordinary shares bondholders regarding the terms of conversion. Submission of quarterly report as at 31/03/2008. Notice of convocation of Extraordinary Date of Where documents publication are available 06/05/2008 NIS and Il Sole 24 15/05/2008 NIS and Il Sole 24 05/06/2008 NIS and Il Sole 24 Shareholders meeting (27 June 2008). Notice on segragated Funds. 31/07/2008 Corriere della Sera and Milano Finanza Submission of half-year report as at 30/06/2008. Notice of winding up of shareholders agreement published in compliance with artt. 128 and ss of the Consob Regulation of 14 May 1999 and subsequent amendments. 29/08/2008 NIS and Il Sole 24 17/09/2008 NIS and Il Sole 24 Notice on segragated Funds. 31/10/2008 Corriere della Sera and Milano Finanza Notice of the bonus increase of share capital pursuant to Article 2442 of the Italian Civil Code and update of the conversion ratio of Vittoria Assicurazioni SpA Fixed/Floater 2001/2016 subordinated bond loan convertible into ordinary shares. Submission of quarterly report as at 30/09/2008. Abstract of shareholders agreement on Vittoria Capital N.V. and its controlled Company Vittoria Assicurazioni S.p.A. Summary report for segregated life funds from 1 October 2007 to 30 September /11/2008 NIS and Il Sole 24 14/11/2008 NIS and Il Sole 24 20/11/2008 NIS and Il Sole 24 29/11/2008 Corriere della Sera, Milano Finanza and website Notice on segragated Funds. 31/01/2009 Corriere della Sera and Milano Finanza 4
5 Summary report for segregated life funds from 1 January 2008 to 31 December /02/2009 Corriere della Sera, Milano Finanza and website 16/03/2009 NIS and Il Sole 24 Submission of the draft of financial statements and 2008 Consolidated financial statements and submission Annual Corporate Governance Report. Notice of the Annual General Meeting of 03/04/2009 NIS and Il Sole 24 Shareholders. Notice on segragated Funds. 30/04/2009 Corriere della Sera and Milano Finanza Submission of finacial statements and Consolidated financial statements as at 31/12/2008 Notice of dividend payment for Website: 27/04/2009 NIS and Il Sole 24 5
6 List C) CORPORATE INFORMATION SUBJECT Minutes of the Ordinary General Meeting of 24 April 2009 (Italian Directors report to the Extraordinary Shareholders Meeting of 27 June 2008 (Italian Company By-laws approved by the Extraordinary Shareholders Meeting on 27 June 2008 (Italian Company By-laws approved by the Extraordinary Shareholders Meeting of 27 June 2008 (English Prospectus prepared pursuant to article 57, first paragraph, letter e) of CONSOB (Italian securities & exchange authority) Resolution of 14 May 1999 (Italian Prospectus prepared pursuant to article 57, first paragraph, letter e) of CONSOB (Italian securities & exchange authority) Resolution of 14 May (English version) Updated by-laws following the Execution of the bonus capital increase approved by the Extraordinary Shareholders Meeting of 27 June 2008 (Italian and English Date of publication Where documents are available 13/05/2008 NIS 11/06/2008 NIS 05/09/2008 NIS and website 11/09/2008 NIS and website 12/11/2008 NIS and website 18/11/2008 NIS and website 19/11/2008 NIS and website Website: 6
7 List D) ANALYST PRESENTATIONS SUBJECT Date of publication Where documents are available Analyst presentation (Italian 30/05/2008 NIS and website and English Analyst presentation (Italian 16/09/2008 NIS and website and English Analyst presentation (Italian 10/10/2008 NIS and website and English Analyst presentation (Italian 18/11/2008 NIS and website Analyst presentation (English 19/11/2008 NIS and website website: 7
8 List E) INTERNAL DEALING DISCLOSURE SUBJECT Date of publication Where documents are available Transactions made by Internal 04/07/2008 NIS and website Transactions made by Internal 23/07/2008 NIS and website Transactions made by Internal 07/10/2008 NIS and website Transactions made by Internal 31/10/2008 NIS Amendement of Internal Dealing 31/10/2008 NIS transaction. Transactions made by Internal 31/10/2008 NIS and website Transactions made by Internal 19/11/2008 NIS and website Transactions made by Internal 18/03/2009 NIS and website Transactions made by Internal 07/04/2009 NIS and website Transactions made by Internal 07/04/2009 NIS and website Transactions made by Internal 16/04/2009 NIS and website website: 8
9 List F) DISCLOSURE OF CHANGHES IN SHARE CAPITAL SUBJECT the execution of the shareholders bonus-capital increase resolution approved by the Extraordinary General Shareholders Meeting on 27 June Date of publication Where documents are available 06/06/2008 NIS 04/07/2008 NIS 07/08/2008 NIS 05/09/2009 NIS 07/10/2008 NIS 04/11/2008 NIS 17/11/2008 NIS website: 9
10 List G) FINANCIAL AND ACCOUNTING RECORDS SUBJECT Date of publication Where documents are available Quarterly report as at 31/03/2008 (Italian 15/05/2008 NIS e sito internet Company annual financial statements 22/05/2008 NIS e sito internet (English Consolidated annual financial statements 22/05/2008 NIS e sito internet (English Quarterly report (English version) 23/05/2008 NIS e sito internet Corporate Governance (English version ) 18/06/2008 NIS e sito internet Half Yearly Report as at 30/06/2008 (Italian 28/08/2008 NIS e sito internet Half Yearly Report as at 30/06/ /09/2008 NIS e sito internet (English Quarterly report as at 30/06/2008 (Italian 13/11/2008 NIS e sito internet Quarterly report at 30/06/2008 (English 21/11/2008 NIS e sito internet Draft of financial statements as at 16/03/2009 NIS e sito internet 31/12/2008 (Italian Consolidate financial statements as at 16/03/2009 NIS e sito internet 31/12/2008 (Italian Corporate Governance 2008 (Italian 16/03/2009 NIS e sito internet Consolidate financial statements as at 07/04/2008 NIS e sito internet 31/12/2008 with Report of Independent auditors (Italian version). Draft of financial statements as at 09/04/2008 NIS e sito internet 31/12/2008 with Board of Statutory Auditors Report and Report of Independent auditors (Italian version) Company annual financial statements as at 24/04/2009 NIS e sito internet 31/12/2008 (Italian Company annual financial statements at 24/04/2009 NIS e sito internet 31/12/2008 (English Consolidated annual financial statements as at 31/12/2008 (English 24/04/2008 NIS e sito internet website: 10
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