Index

The integrated overview of our reports............................................................6

About Management Report and ParentCompany Financial Statements........................................................................7

Letter from the Chairman and the Group CEO..................................................8

We, Generali..........................................................................................11

Company highlights........................................................................................12

2021 key facts................................................................................................14

Significant events after 31 December 2021 and 2022 corporate event calendar................................................................19

The value creation process.............................................................................22

Business model of Assicurazioni Generali S.p.A. ...........................................24

Challenges and opportunities of the market context......................................26

The Generali 2021 strategy.............................................................................40

Our rules for running business with integrity.................................................68

Our governance and remuneration policy......................................................72

MANAGEMENT REPORT........................................................................81

PART A – Result of operations........................................................................82

PART B – Risk report.....................................................................................114

Appendix to the Management Report...........................................................127

Parent Company Financial Statements............................139

Parent Company Balance sheet and the Profit and loss account.................141

Balance sheet...............................................................................................143

Profit and loss account.................................................................................157

Notes to the Parent Company Financial Statements....................................167

Foreword......................................................................................................169

PART A - Summary of significant accounting policies..................................170

PART B - Information on the Balance Sheetand the Profit and loss account....................................................................176

PART C - Other information...........................................................................230

Cash Flow Statement....................................................................................235

Appendices to the Notes...............................................................................241

Securities and urban real estate

on which revaluations have been.................................................................313

Attestation and Reports..............................................319

Attestation to the Financial Statements

pursuant to art. 154-bis, paragraph 5, of legislative decree 58 of February 24, 1998 and art. 81-ter of Consob regulation no. 11971 of 14 May 1999 and following amendments and integrations.................................................321

Board of Statutory Auditors’ Report..............................................................325

Independent Auditor’s Report.......................................................................343

Contacts........................................................................................................354

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

1. The Core&More approach was developed by Accountancy Europe, that unites 50 professional organisations from 35 countries that represent one million qualified accountants, auditors and advisors. The approach provides for a core report, including a summary of all key information required to evaluate and understand a company, that is useful for all stakeholders, and more reports, presenting more detailed information for specific stakeholders. www.accountancyeurope.eu/ for further information.

The integrated overview of our reports

Our story of creating sustainable value continues to be based on the evolutionary adoption of integrated thinking, allowing us to live according to our values and to implement practices and processes aligned with our purpose.

In line with the Core&More1approach, the Annual Integrated Reportrepresents the Group's Corereport and illustrates our business model and our value creation process in a holistic way. Considering the expectations of our stakeholders, in the Core report we share information identified as material, both financial and non-financial. Through the Morereporting, which includes other Group’s reports and communication channels, we provide detailed information intended for a specialized audience or for actors who intend to deepen some specific issues.

generali.com

for further information on the Group

MANAGEMENT REPORT AND PARENT COMPANY FINANCIAL STATEMENTS

It provides information on the performance of Assicurazioni Generali, in accordance with currently effective regulations.

REPORT ON REMUNERATION POLICY AND PAYMENTS

It provides specific information on the remuneration policy adopted by the Group and its implementation.

CORPORATE GOVERNANCE AND SHARE OWNERSHIP REPORT

It outlines the corporate governance system of Assicurazioni Generali and its ownership structure.

GROUP ACTIVE OWNERSHIP REPORT

It reports how the Group implements its engagement policy, including a description of dialogue with investee companies, exercise of voting rights and cooperation with other investors.

CLIMATE-RELATED FINANCIAL DISCLOSURE

It provides investors and other stakeholders with relevant information to assess the adequacy of the Group’s approach to climate change and its ability to manage the risks and opportunities it brings.

GREEN BOND REPORT

It outlines the use of proceeds of the Generali’s Green Bond issuance and associated impacts in terms of lower GHG emissions.

GROUP ANNUAL INTEGRATED REPORT

It provides a concise and integrated view of the Group’s financial and non-financial performance, also pursuant to legislative decree (leg. decree) 254/2016 and Regulation EU 2020/852.

ANNUAL INTEGRATED REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

It expands the content of the Group Annual Integrated Report, providing details of its financial performance in compliance with national and international regulations.

About Management Report and Parent Company Financial Statements

This Reportprovides an overview of the Assicurazioni Generali S.p.A.’s value creation process, reporting current and outlook financial and non-financial information and highlighting the connections between the environment in which we carry on our business, our strategy and our corporate governance structure.

This report has been prepared in accordance with the provisions of Legislative Decree 209/2005, CONSOB communications, and other regulatory provisions. Pursuant to Legislative Decree no. 254/2016, article 6, paragraph 1, the Company is not subject to the obligation of preparing an Individual Statement of a Non-Financial Nature, under article 3 of the Decree itself, since the Company is included in the Consolidated Statement of a Non-Financial Nature, prepared by the Generali Group pursuant to article 4.

The Reportstarts with a foreword, that contains a summary of economics, managerial and governance characteristics of our Group and Assicurazioni Generali S.p.A., with reference to 2021.

Follow the Management Reportwhich presents an analysis of the Company’s situation, the trend and results overall, as well as a description of the principal risks and uncertainties to which the Company is exposed, and the Notes, part of the Parent Company Financial Statements that provides the explanatory and supplementary information to synthetic and quantitative data contained in the balance sheet and profit or loss.

At the end of the Report the part concerning Tablesand the Appendices to the Notesin accordance with current requirements.

Annual Integrated Report and Consolidated Financial Statements 2021, Consolidated Non-Financial Statement, p. 167

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Dear Reader and Generali Shareholder,

The past year was another year like no other. As the overall health situation remained challenging, with the persistence of the Covid-19 pandemic and the emergence of new variants of the virus, we witnessed a gradual economic recovery driven by the success of the vaccination campaign and the unprecedented economic and monetary support policies. Through the Next Generation EUrecovery plan, Europe managed to redefine a single vision that had long been lacking and that is now finally directed towards sustainable development and digital transformation. This also benefited Italy, which has embarked on a deep transformation of many structural aspects through its National Recovery and Resilience Plan. This is a unique opportunity to redesign a future that currently presents many other issues. In addition to the ongoing pandemic, 2021 saw a resurgence of inflation that could weigh on household consumption and further deepen social inequalities, as well as bottlenecks in the global supply chain. Also, we cannot forget the concerns linked to the ecological transition and the international tensions in an increasingly critical geopolitical framework.

Against this backdrop, Generali celebrated its one hundred and ninetieth anniversary, having been founded in Trieste on 26 December 1831, and demonstrated its commitment, as it has done throughout its history, by taking action in the economic and social arenas. As part of this effort, we launched two large-scale projects: Fenice 190, a € 3.5 billion sustainable investment plan, and SME EnterPRIZE, an initiative aimed at promoting a culture of sustainability among European small- and medium-sized enterprises. The events also highlighted Generali's expertise in these particular fields. For almost two centuries, the company has often acted as an innovator not only within the insurance industry but also and more broadly in society. The new historic archive, housed in the newly renovated Palazzo Berlam in Trieste, provides many examples of how Generali has always looked ahead, anticipated trends and acted in the interests of all stakeholders and communities, with a view to protect individuals, families and businesses and help them build a safer and more sustainable future.

Generali 2021, the three-year strategic plan that was presented to investors at the end of 2018, more than a year before the outbreak of the pandemic, reached its conclusion. It was a forward-looking plan that put a strong emphasis on digital innovation and sustainability, which are key elements of all the current recovery plans, and Generali was able to successfully deliver its targets even in unprecedented circumstances. Among the most remarkable achievements are the Group’s excellent financial and capital position, diversified sources of income, steady and profitable growth and a proven ability to generate best-in-class returns for shareholders. At the same time, the ambition to be a Lifetime Partner to our customers has led the Group to improve significantly its Relationship Net Promoter Score, an indicator measuring customer loyalty and satisfaction.

The success of the three-year strategic plan was made possible also by the results achieved in 2021, which were marked by a positive development in all business lines. Generali posted record results, with strong growth in operating and net results and extremely solid capital postion. It

Letter from the Chairman and the Group CEO

confirmed its technical excellence in P&C, posting once again the best Combined Ratio among our peers. In Life, we recorded very solid growth in terms of net inflows with an excellent New Business Margin. Moreover, the Asset Management segment continued its development, thus positively contributing to the overall Group results. This allows us to distribute an increasing proposed dividend of € 1.07 per share.

Following up on these accomplishments, on December 15 we presented Lifetime Partner 24: Driving Growth, the new strategic plan for the 2022-2024 cycle, to the financial community. It is a plan based with the objective of generating sustainable growth, while further increasing our commitment as a Lifetime Partner to our customers. Generali will continue to strengthen its sources of revenues; it will increase the profitability of the Life business; it will invest more than € 1 billion in its digital and technological transformation; it will increase third-party revenues in the Asset Management segment and further improve operating efficiency.

Today, sustainability is the cornerstone of the Group's action in every area of activity – from governance to the insurance and financial business, to the initiatives for the communities. For example, to help accelerate reaching the goals of the Paris Agreement, in June we updated our strategy on climate change. As part of it, we will deploy between € 8.5 billion and € 9.5 billion in new green and sustainable investments between 2021 and 2025. We also aim to gradually reduce the exposure of the investment and insurance portfolios to the thermal coal sector to zero by 2030 in OECD countries and then in the rest of the world, as well as to make our investment and insurance portfolios climate neutral by 2050.

Just a few weeks after that, at the G20 Climate Summit that was held in Venice in mid-July, we presented the goals of the Net-Zero Insurance Alliance, of which Generali is one of the eight founding members. This important initiative marks the commitment of the insurance industry to accelerate the transition to a net-zero global economy.

In the social sphere, the commitment to our communities continued through the programmes of The Human Safety Net foundation, whose goal is to unlock human potential in the most vulnerable contexts. To give further prominence to these initiatives, we are about to unveil the new home of The Human Safety Net in the unique setting of the Procuratie Vecchie in St Mark's Square in Venice, restored and ready to reopen to the public for the first time in 500 years. Sustainability also means promoting an innovative, open and inclusive company culture. Every day, we work to increase Generali’s ability to attract and retain talents, and we foster the well-being and continuous professional growth of our people, valuing the uniqueness and diversity that have always contributed to our Group's success. Such commitment is supported by concrete and ambitious goals in the framework of our new strategic plan, and it was recently acknowledged by the Top Employers Institute, which awarded the Top Employer certification to Assicurazioni Generali, Generali Italia, Cattolica Assicurazioni and Generali Spain.

In conclusion, we present this Report to all our shareholders and stakeholders knowing that, in such a meaningful year, we were able to write yet another page in Generali's history fully expressing our ultimate purpose as insurers, and we are ready to face the Next Normal with optimism and confidence.

Gabriele Galateri di Genola

Chairman

Philippe Donnet

Group CEO

WE, GENERALI

Company highlights

2021 key facts

Significant events after 31 December 2021 and 2022 corporate event calendar

The value creation process

Challenges and opportunities of the market context

The Generali 2021 strategy

Our rules for running business with integrity

Our governance and remuneration policy

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

NON LIFE COMBINED RATIO

90.3%

+1.8%

Net profit

€ 1,847 mln

-37.8%

Total dividend proposed

€ 1,691 mln

+6.3%

DIVIDEND FOR SHARE PROPOSED

€ 1.07

+5.9%

GROSS WRITTEN PREMIUMS

€ 3,597 mln

+12.3%

LIFE GROSS PREMIUMS

€ 1,560 mln

+2.7%

NON LIFE GROSS PREMIUMS

€ 2,037 mln

+20.9%

EMPLOYEE

1,786

+0.5%

TOTAL STAFF IN ITALY

1,266

+1.6%

FOREIGN BRANCHES STAFF

520

-2.1%

Company highlights

We, Generali

DEBT

€ 16,718 mln

+6.9%

REGULATORY SOLVENCY RATIO

276.1%

+17.3 p.p.

SHAREHOLDERS’ FUND

€ 17,921 mln

+4.2%

TOTAL ASSETS

€ 49,831 mln

+4.3%

SHAREHOLDINGS IN GROUP COMPANIES

€ 32,858 mln

+3.0%

NET TECHNICAL PROVISIONS

€ 7,578 mln

+18,1%

LIFE NET TECHNICAL PROVISIONS

€ 4,458 mln

-3,4%

NON LIFE NET TECHNICAL PROVISIONS

€ 3,119 mln

+73,2%

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

2021 key facts

JAN21

Following an in-depth assessment carried out to verify the full compliance of the Tax Control Framework adopted for the detection, management and control of tax risks, Assicurazioni Generali was admitted to the cooperative complianceregimethat enables an innovative way to maintain constant and pre-emptive dialogue with the Italian Revenue Agency(Agenzia delle Entrate). The admission to the regime, which is already valid for the 2020 fiscal period, is in line with international best practices and is in continuity with the Generali’s Tax Strategy. The Group’s Tax Strategy is in line with Generali’s sustainability principles, which consider tax revenues as a significant contributor to the economic and social development of the communities in which it operates.

The Board of Directors of Assicurazioni Generali approved a proposal from Group CEO for a new Group organizationalstructure, resulting in the termination of the General Manager function. The new organizational structure is designed to address the following key strategic priorities for the continued successful execution of the Generali 2021 strategy and prepare the Group for the next strategic cycle: enhance further discipline in asset liability management; accelerate the implementation of the Asset Management multi-boutique platform strategy, also through the development of additional skills; and speed up the pace of digital transformation.

FEB21

The Human Safety Net and Fondazione Italiana Accenture joined forces, as part of a broader project shared by other leading Italian foundations, to accelerate the digitalisation process of the non-profit sectorin Italy, thus fostering their growth and structural evolution in the emergency period caused by the spread of Covid-19.

At its 190thanniversary, Generali announced Fenice 190, a € 3.5 billion investment plan to support the recovery of the European economies impacted by Covid-19, starting in Italy, France and Germany and to then target all of European countries in which the Group operates throughout the five years of the plan. The extraordinary initiatives launched in 2020 to tackle the effects of the pandemic become permanent; they included investments in support of SMEs and the real economy already surpassing the established objective of € 1 billion. To add to this initial amount, Generali is pledging an annual commitment of € 500 million per year, over the next five years, for sustainable growth through international investment funds focusing on infrastructure, innovation and digitalization, SMEs, green housing, health care facilities and education.

MAR21

The Board of Directorsof Assicurazioni Generali approved the Annual Integrated Report and Consolidated Financial Statements, the Parent Company Financial Statements Proposal and the Corporate Governance and Share Ownership Report at 31 December 2020 and the Report on Remuneration Policy and Payments. It also approved a capital increase of € 5,017,194 to implement the Long-Term Incentive Plan (LTIP) 2018-2020, having ascertained the occurrence of the conditions on which it was based.

APR21

The share capitalof Assicurazioni Generali increased to € 1,581,069,241 in execution of the LTIP 2018 adopted by the Shareholders’ Meeting in 2018.

The best agent in 2021 from the Group’s global network was elected at the Generali’s third Global Agent Excellence Contest. The agents were assessed on three key criteria - digitalization, customer contact, and production and retention - all of which are at the heart of the Group’s strategic ambition to be Lifetime Partner. There was also recognition for agents that promoted the activities of Generali’s The Human Safety Net Foundation, including fundraising to support vulnerable families and the integration of refugees through work.

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2020, Group’s financial position, p. 91

Our rules for running business with integrity, p. 68

www.generali.com/media/press-releases/all

We, Generali

A Memorandum of Understanding was signed among research entities and Generali to create the Data Science & Artificial Intelligence Institute. The goal is to create a centre of innovation to generate research and new business opportunities based on data science and artificial intelligence. The initiative aims to also pool young talent and foster new collaboration through joint activities.

The Shareholders’ Meetingapproved the Parent Company Financial Statements at 31 December 2020, setting forth the distribution of a dividend per share of € 1.47, split into two tranches of € 1.01 and € 0.46, respectively - the first tranche represents the ordinary payout from 2020 earnings while the second tranche is related to the second part of the 2019 retained dividend - and subjecting the payment of the second tranche to the verification by the Board of Directors of the absence of impeding supervisory provisions or recommendations; amendments to the Articles of Association; the Report on the Remuneration Policy, expressing a non-binding positive resolution on the Report on payments; the Group LTIP 2021-2023, which provides for the assignment of a maximum 12.1 million shares; and the delegation of powers to the Board of Directors, for a period of 5 years from 29 April 2021, to increase the share capital, with free issues and also in instalments for a maximum of 12.1 million of shares to service the Group LTIP 2021-2023 and the remuneration and/or incentive plans based on Generali shares in place.

MAY21

The Board of Directors of Assicurazioni Generali approved the Financial Information at 31 March 2021.

Generali opened a representative officein Brussels to study the activities of European Union institutions and strengthen EU public affairs activities. Specifically, the Group aims to best represent its business priorities while playing an increasingly active corporate citizenship role in order to contribute to sustainable recovery and the European Green Deal.

The 2020 dividend payouton the shares of Assicurazioni Generali, equal to € 1.01, was distributed.

The Board of Directors of Assicurazioni Generali approved the launch of a cash voluntary public tender offer on all of the ordinary shares of Società Cattolica di Assicurazione S.p.A., including the treasury shares, reduced by the shares already owned by Generali. The proposed transaction will consolidate Generali’s position in the Italian insurance market, reinforce its position amongst the largest European insurers and accelerate the business mix diversification towards the P&C segment, consistent with the guidelines of the Generali 2021 strategic plan - Leveraging strengths to accelerate growth.

Following receipt of all necessary approvals from the relevant regulatory bodies and competition authorities, Generali completed the acquisition of AXA Insurance S.A. in Greece, that was announced in December 2020. As a result of the completion of the acquisition, Generali Hellas also commenced its 20-year exclusive distribution agreement with Alpha Bank. The deal is in line with Generali’s strategy to strengthen its leadership position in Europe as Generali becomes a leading player in both the P&C and Health segments and strengthening its position in Life, while gaining access to an important bancassurance channel in partnership with Alpha Bank.

JUN21

At the time when the insurance industry is facing both tremendous challenges and opportunities, given the role it has in the reconstruction and development of the European area in the post-pandemic environment, Sandro Panizza, Group Chief Insurance & Investment Officer of Generali, was appointed Vice-President of Insurance Europe, the European Insurance and Reinsurance Federation, for a three-year term.

Fitchconfirmed Generali’s A- Insurance Financial Strength (IFS) rating and the BBB+ Issuer Default Rating (IDR). The outlook remained stable.

Generali signed an agreement in connection with the purchase of the majority of the shares held by AXA and Affin in the joint ventures AXA Affin General Insurance Berhad (49.99% from AXA and 3% from Affin and minorities) and AXA Affin Life Insurance Berhad (49% from AXA and 21% from Affin), respectively. The Group also submitted an application to the local regulator in order to acquire the remaining shares of MPI Generali Insurans Berhad (MPI Generali) held by its Malaysian joint venture partner, Multi-Purpose Capital Holdings Berhad (MPHB Capital). The transactions are subject to the approval of the Malaysian Minister of Finance and the Central Bank of Malaysia.

The total consideration for the combined transactions is of RM 1,290 million (€ 262 million) subject to closing adjustments.

As a result of the transactions, Generali will operate in Malaysia through two companies - one in the P&C segment and the other in the

Profitable growth, p. 43

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Life segment. In the P&C segment, Generali plans to merge the businesses of MPI Generali with AXA Affin General Insurance. Once the transactions are completed, Generali will hold 70% in both the Life and P&C entities, which will trade under the Generali name. Affin Bank will hold the remaining 30%.

The acquisitions will position Generali as one of the leading insurers in the Malaysian market, creating the second P&C insurer by market share and entering the country’s Life insurance segment.

Generali placed a new Euro denominated Tier 2 bond due in June 2032, issued in the form of a sustainability bondin accordance with its Sustainability Bond Framework. This new format confirms Generali’s leading position on sustainability matters. The net of proceeds will be used to finance/refinance Eligible Sustainability Projects. During the book building process, it attracted an order book of € 2.2 billion from about 180 highly diversified international institutional investors, including a significant representation of funds with Sustainable/SRI mandates. Additionally, there will be a donation of € 50,000 to The Human Safety Net.

Generali entered into a collateralized multi-year reinsurance agreement with Lion III Re DAC, an Irish designated activity company, providing cover to a part of the Group losses from windstorms in Europe and earthquakes in Italy over a four-year period. Lion III Re DAC, in turn, issued a single tranche of notes in an amount of € 200 million to fund its obligations under the reinsurance agreement, and the notes were placed with capital markets investors in a Rule 144A offering. The demand from capital market investors allowed the protection to be provided to Generali at a premium of 3.50% per annum on the € 200 million cover under the reinsurance agreement. Lion III Re DAC transaction is the first catastrophe bond embedding green features in accordance with the Generali Green ILS Framework, underlining once more the commitment of the Group in promoting green finance solutions.

The Group’s new strategy on climate changewas shared with the Board of Directors of Assicurazioni Generali. The strategy, which updates and extends the Group’s existing plan approved in February 2018, pledges significant action related to investment and underwriting activities, committing to a low climate impact future. The new goals include, among other: € 8.5 - € 9.5 billion of new green and sustainable investments in the period 2021-2025; the definition of a roadmap for the complete exclusion of investments and underwriting activities in the thermal coal sector in OECD countries and in the rest of the world; the gradual decarbonization of the investment portfolio to become carbon neutral by 2050; and the decarbonization of Group operations leading Generali to be climate negative.

JUL21

Eight of the world’s leading insurers and reinsurers - AXA (as Chair), Generali, Allianz, Aviva, Munich Re, SCOR, Swiss Re and Zurich Insurance Group - established the Net-Zero Insurance Alliance (NZIA) and made an historic commitment to play their part in accelerating the transition to a global net-zero emission economy. The companies establishing the NZIA, convened by UNEP Finance Initiative’s Principles for Sustainable Insurance, committed to reduce to zero the net emissions from their insurance and reinsurance underwriting portfolios by 2050, consistent with a global temperature rise of 1.5°C above pre-industrial levels. Each member will individually set intermediate targets every five years and independently report on their progress publicly and annually to contribute to achieving the goals of the Paris Climate Agreement.

Generali announced the extension until 2028 of its European partnership with Vitality Group for Generali Vitality, the innovative health and wellness programme designed to encourage and reward healthy behaviour for customers seeking a healthier lifestyle. Since 2014, Generali has held the rights to the programme in continental Europe.

Capital management and financial optimization, p. 44

A continuous commitment to sustainability, p. 63

Profitable growth, p. 43

A continuous commitment to sustainability, p. 63

Capital management and financial optimization, p. 44

We, Generali

AUG21

The Board of Directors of Assicurazioni Generali approved the Consolidated Half-Year Financial Report at 30 June 2021.

SEP21

On 10 September 2021, Delfin S.à r.l. and some companies of the Caltagirone group entered into a Shareholders’ Agreementwith immediate effect and expire date on the conclusion of the proceedings of the next Shareholders' Meeting. The Agreement is relating to the totality of Assicurazioni Generali shares held by the Parties. Under it the Parties agreed to consult one another in order better to weigh their respective autonomous interests with respect to more profitable and effective management of Assicurazioni Generali, geared to the technological modernisation of its core business, the strategic positioning of the company, and its growth in an open, transparent and competitive market environment. The overall number of shares under the Agreement were 10.948% of the share capital of Assicurazioni Generali. Fondazione CRT, representing 1.232% of the share capital, entered the Agreement on 17 September.

www.generali.com/investors/share-information-analysts/ownership-structure

Institutional Investor, the specialist magazine and independent research company in the field of international finance, recognised Generali among the Most Honoured Companiesin the insurance sector in the All-Europe Executive Team annual ranking. Recognitions also for Group CEO, Philippe Donnet, Group CFO, Cristiano Borean, and Head of Investor & Rating Agency Relations, Giulia Raffo. The ranking reflects the evaluations of over 1,500 professionals and investors from around 600 financial services companies.

The non-executive members of the Board of Assicurazioni Generali took note of the availability of the Group CEO, Philippe Donnet, to remain Chief Executive Officer for a third mandate.

The Board of Directors of Assicurazioni Generali approved, by a majority, the process for the presentation of the slate for the upcoming renewal of the Board of Directors by the outgoing Board, which may be subject to change in the event of potential requests by the supervisory authorities.

In Brusells, Generali presented the first edition of SME EnterPRIZE, an initiative dedicated to European small and medium-sized enterprises (SMEs) and launched in 2019 to promote the adoption of sustainable business models and to provide visibility, also via a digital platform, to SMEs that have already done so, to stimulate public debate on the topic.

OCT21

The Board of Directors of Assicurazioni Generali verified - as envisaged by the Shareholders' Meeting of 29 April 2021 - the effective non-existence at 1 October 2021 of supervisory provisions or recommendations impeding the distribution of the second tranche of the 2019 dividend, which was paid starting from 20 October 2021. The shares were traded without the right to a dividend starting from 18 October 2021, with the date of entitlement to receive the dividend on 19 October 2021.

Fitchrevised Generali’s outlook to positive from stable and confirmed Generali's A- Insurer Financial Strength (IFS) rating and the BBB+ Issuer Default Rating (IDR).

NOV21

After having filed in June with Consob the document relating to the voluntary cash tender offer on all the ordinary shares of Società Cattolica di Assicurazione S.p.A.and after having received all the necessary authorizations between September and October, the transaction ended successfully: Assicurazioni Generali holds a stake of 84.475% of the issuer's share capital. The transaction, that is fully in line with the Generali 2021 strategy and is part of the Group's rigorous and disciplined approach to M&A, will allow Generali to accelerate business diversification in favor of the Non-Life segment, confirm its commitment to pursue the profitable growth of the Group and create value for customers in line with Generali's ambition to be a Lifetime Partner.

Our governance and remuneration policy, p. 72

A continuous commitment to sustainability, p. 63

Our governance and remuneration policy, p. 72

Profitable growth, p. 43

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

The Board of Directors of Assicurazioni Generali approved the Financial Information at 30 September 2021.

Generali confirmed in the Dow Jones Sustainability World Index and in the Dow Jones Sustainability Europe Indexstrengthening its leadership position in terms of sustainability performance as it ranks among the global top five companies in the insurance sector. The important benchmark recognises the Group’s continuous commitment to integrate sustainability into its business activities, consistent with its Lifetime Partner ambition.

DEC21

Generali joined forces with Accenture and Vodafone Business to create a package of cyber insurance servicesstarting from 2022, to help corporate and SMEs clients quickly and effectively recognize, respond to and recover from cybersecurity threats and incidents. The offer of these integrated and prevention services in the P&C business is fully in line with the Generali 2021 strategy and reinforces the position of the Group within the corporate and SMEs segments.

In line with the contents of the consultation document published by Consob, the Board of Directors of Assicurazioni Generali approved some changes in the procedure for the presentation of the list for the renewal of the Board of Directors by the outgoing Board. The Board also approved the change in the composition of the Remuneration and Appointment Committee, in particulat the exit of the director Clemente Rebecchini from the Committee and the simultaneous entry into the Committee of the director Roberto Perotti.

Fitchupgraded Generali’s Insurer Financial Strength (IFS) rating to A and Generali’s Long-Term Issuer Default Rating (IDR) to A-. The outlooks were positive.

The Group’s new three-year strategy, Lifetime Partner 24: Driving Growth, was presented during the Investor Day. The plan sets out a clear vision for the Group in 2024 and is built on three strategic pillars: drive sustainable growth, enhance earnings profile, and lead innovation. The plan will deliver strong earnings per share growth, increased cumulative net holding cash flow and a higher dividend distribuited to shareholders.

Generali will go further in its sustainability commitments, with a continued focus on making a positive social, environmental and stakeholder impact, and will continue to invest in its people to ensure they are engaged with the successful delivery of the new plan while fostering a sustainable work environment.

The Human Safety Net and Con i bambini, a non-profit organization, joined forces to support vulnerable families with children between 0-6 years oldand doubled the number of support centres across Italy. The collaboration is part of Scale Up Impact strategy, which aims at amplifying the social impact of The Human Safety Net, encouraging other like-minded organisations to join in, so building up cross-sectoral collaboration between the public, private and social sectors.

Generali exercised the early redemption option in respect of all outstanding perpetual subordinated notesrelated to ISIN XS0283627908 for the current outstanding principal amount equal to £ 167.15 million. The early redemption was approved by Istituto per la Vigilanza sulle Assicurazioni (IVASS) and took place on 8 February 2022 in accordance with the relevant terms and conditions.

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2020, Lifetime Partner 24: Driving Growth, p. 164

Our governance and remuneration policy, p. 72

A continuous commitment to sustainability, p. 63

We, Generali

Significant events after 31 December 2021 and 2022 corporate event calendar

JAN22

On 13 January, the director Francesco Gaetano Caltagirone, Deputy Vice-Chairman, non-independent director and member of the Appointments and Remuneration; Corporate Governance, Social and Environmental Sustainability; Investments; and Strategic Operations Committees, announced his resignation from the Board of Directorsof Assicurazioni Generali.

On 16 January, the director Romolo Bardin, independent director and member of the Appointments and Remuneration; Investments; Strategic Operations; and Related Party Transactions Committees, announced his resignation from the Board.

Generali was awarded by Assosef (European Association for Sustainability and Financial Services) during the 15th edition of Green Globe Banking 2030 - Grand Prize for Sustainable Growth - Financial Services for SDGs, an annual event recognising the contribution of banks, insurers and financial institutions to achieve the goals of the United Nations’ 2030 Agenda for sustainable development. The Assosef Scientific Committee awarded Generali for its “integrated approach to financial and non-financial information” and because it “has identified the material megatrendson which to focus the Group's strategic initiatives with the aim of engaging all business units and corporate functions, with particular reference to climate change, ageing population, pandemics, and extreme events." In addition, they highlighted "the commitment of Generali in promoting the objectives of enhancing the relationship with retail customers, on the one hand, with a significant increase in premiums from environmental products, and on the other, through the development of digital tools".

On 25 January, the director Sabrina Pucci, independent director and member of the Remuneration and Appointments and Risk and Control Committees, announced her resignation from the Board.

In line with the Lifetime Partner 24: Driving Growth strategy aimed to strengthen the Group’s presence in fast-growing markets, Generali signed agreements to become the majority shareholder in both its Life and P&C joint ventures in India. Both transactions are subject to the approval of relevant regulators.

In the P&C business, Generali agreed to acquire from Future Enterprises Limited 25% of the shares of Future Generali India Insurance (FGII) for a consideration of around € 145 million. After closing the transaction, Generali will hold a stake of around 74% in FGII.

In the Life business, the Group signed an agreement to acquire the entire stake (around 16%) held by Industrial Investment Trust Limited (IITL) in Future Generali India Life (FGIL) for a consideration of around € 26 million. In addition, Generali will subscribe to a preferential allotment of shares in FGIL (around € 21 million). After the closing of the transaction and completion of the preferential allotment, Generali will hold a stake of around 68% in FGIL, which may increase further to 71% by the end of 2022, following further preferential allotment of shares.

On 27 January, the companies of the Caltagirone group exercised their right of withdrawl from the Shareholders’ Agreement, that was initially stipulated with Delfin S.à r.l. and that Fondazione CRT later entered, with immediate effect and for the total shares held and previously under the Agreement. Therefore, the Agreement binds Delfin S.à r.l. and Fondazione CRT, helding together an overall number of shares equal to 8.331% of the share capital of Assicurazioni Generali.

www.generali.com/investors/share-information-analysts/ownership-structure

Our governance and remuneration policy, p. 72

Crescita profittevole, p. 43

Our governance and remuneration policy, p. 72

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

FEB22

Generali signed an agreement for the acquisition of La Médicale, an insurance company for healthcare professionals, following the exclusive negotiation with Crédit Agricole Assurances, announced in November 2021, and the consultation of the dedicated workers’ councils. The transaction also provides for the sale to Generali France of Predica S.A.'s death coverage portfolio, marketed and managed by La Médicale. The transaction is fully in line with the Lifetime Partner 24: Driving Growth strategy and confirms the Group’s commitment to deliver profitable growth whilst creating value for customers, consistent with Generali’s Lifetime Partner ambition. Generali’s health and protection lines and the overall P&C business in France will be strengthen from both a strategic and commercial perspective. The total amount of the transaction is € 435 million, subject to adjustments at closing. The transaction is expected to close within 2022 and remains subject to the authorisation of the relevant antitrust and regulatory authorities.

Assicurazioni Generali decided to submit a request to IVASS, the Italian insurance regulator, to establish whether the overall stake acquired by the Caltagirone Group, Fondazione CRT and Delfin S.a r.l. (equal to 16.309% of the share capital as of the last official communication) is subject to prior authorisation, in accordance with the legislation for the insurance sector regarding coordinated purchases of qualified shareholdings that exceed 10% of shares. It also decided to submit a request to Consob, the Italian markets regulator, as to whether these purchases are subject to obligations such as the disclosure of future intentions in accordance with current legislation for shareholders and consortia holding in excess of 10% of the share capital, and if the rules regarding the disclosure of relevant information to the market have been respected.

The Board of Directors of Assicurazioni Generali approved changes to the membership of the Board Committees, also following the resignation of Paolo Di Benedetto from the Related-Party Transactions Committee.

The Board of Directors of Assicurazioni Generali took note of the decision of the ChairmanGabriele Galateri di Genola to withdraw his name from consideration for the upcoming Board renewal.

The Board of Directors of Assicurazioni Generali approved the Guidance for the shareholders on the dimensions and composition of the Board of Directors for the three-year period 2022-2024.

The Board of Directors of Assicurazioni Generali announced the co-optationof Alessia Falsarone, Andrea Sironi and Luisa Torchia as members of the Board and verified the suitability of the new members with the professional, reputational and independence requirements set forth for listed insurance companies by the applicable provision of law and by the Corporate Governance Code.

At 28 February, the new members held no shares in Assicurazioni Generali.

Andrea Sironi will be put forward as the Board’s candidate for Chairman in the list for the upcoming renewal of the Board of Directors.

MAR22

Generali’s minor exposure to the Russian market in terms of investments and insurance business is also under constant evaluation and fully compliant with all applicable sanctions.

The Group also decided to donate € 3 million to support refugee programmes, including a donation to UNHCR, which is currently at the forefront of the humanitarian response in Ukraine. An employee donation campaign is also underway, with donations matched 1:1 by Generali, which will be given to Unicef in support of the work that it will carry out to help impacted families.

14 March 2022.Board of Directors: approval of the Annual Integrated Report and Consolidated Financial Statements, the Parent Company Financial Statements Proposal and the Corporate Governance and Share Ownership Report at 31 December 2021 and the Report on Remuneration Policy and Payments

15 March 2022.Release of the results at 31 December 2021

www.generali.com/governance/annual-general-meeting/AGM-2022 for further details

Profitable growth, p. 43

We, Generali

APR22

29 April 2022.Shareholders’ Meeting: approval of the Parent Company Financial Statements at 31 December 2021 and the Remuneration Policy as well as the appointment of the new Board of Directors

MAY22

18 May 2022.Board of Directors: apapproval of the Financial Information at 31 March 2022

19 May 2022.Release of the results at 31 March 2022

25 May 2022.Dividend payouton the share of Assicurazioni Generali

AUG22

1 August 2022. Board of Directors: approval of the Consolidated Half-Yearly Financial Report at 30 June 2022

2 August 2022. Release of the resultsat 30 June 2022

NOV22

9 November 2022. Board of Directors: approval of the Financial Information at 30 September 2022

10 November 2022. Release of the resultsat 30 September 2022

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

The value creation process

We operate in a global context characterized by financial and geopolitical instability, digital revolution, cybersecurity issues, climate change, demographic aging and new welfare systems as well as the pandemic. We are committed to leveraging our capitals, classified according to The International <IR> Framework’sprinciples. By leveraging our solid and resilient business model, we create value in the short, medium and long term for all our stakeholders, from our customers to shareholders, employees, agents, distributors, partners and the community, in order to guarantee a safer and sustainable future.

OUR GOVERNANCE, p. 72

Within a challenging economic and financial environment, we believe that our governance - which complies with the best international practices as well as the principles and recommendations of the Corporate Governance Code - is adequate for effectively pursuing our strategy and the sustainable successof the Company.

THE GENERALI 2021 STRATEGY, p. 40

Being a Lifetime Partner to customers, offering innovative, personalized solutions thanks to an unmatched distribution network

Leading the European insurance market for individuals, professionals and SMEs, while building a focused, global asset management platform and pursuing opportunities in high potential markets

OUR PURPOSE

Enable people to shape a safer future by caring for their lives and dreams

VALUES

Deliver on the promise

Value our people

Live the community

Be open

OUR BEHAVIOURS

Ownership

Simplification

Innovation

Human touch

BRAND

Glossary available, Annual Integrated Report and Consolidated Financial Statements 2021 at the end of this document

www.generali.com/who-we-are/our-culture

Financial capital

Human capital

Social and relationship capital

Intellectual capital

Manufactured capital

Natural capital

We, Generali

Geopolitical and financial instability

Pandemics and extreme events

Digital revolution and cybersecurity

Climate change

Aging and new welfare

EXTERNAL CONTEXT

Information on STAKEHOLDERS, other than what reported in the relating chapters, is available in:

Challenges and opportunities of the market context, p. 26

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Notes to the Management Report, p. 180

www.generali.com/our-responsibilities/responsible-business/stakeholder-engagement

OUR BUSINESS MODEL

We effectively face the challenges of the market context, by leveraging our core strengths: a clear strategy, a focus on technical excellence, a strong distribution network, the Group’s solid capital position and a diversified business model, that proved resilient even in a complex context like the pandemic one.

We develop simple, integrated, customized and competitive Life and Property&Casualty insurance solutionsfor our customers: the offer ranges from savings, individual and family protection policies, unit-linked policies, as well as motor third-party liability (MTPL), home, accident and health policies, to sophisticated coverage for commercial and industrial risks and tailored plans for multinational companies. We expand our offer to asset management solutionsaddressed to institutional (such as pension funds and foundations) and retail third-party customers. We rely on innovationas a key driver for future growth to allow for tailored solutions and quicker product development. We are also committed to high value-added solutions from a social and environmental perspective. Rigorous criteria for the risk selection are applied in the underwriting process.

We distribute our products and we offer our services based on a multi-channel strategy, while also relying on new technologies: not only through a global network of agents and financial advisors, but also through brokers, bancassurance and direct channels that allow customers to obtain information on alternative products, compare options for the desired product, acquire the preferred product and rely on excellent after-sales service and experience. Proprietary networks are a key and valuable asset for our business model. Their role is to regularly dialogue with and assist customers at their best, striving for customer experience excellence and promoting the Generali brand.

We receive premiums from our customers to enter into insurance contracts. They are responsibly invested in high quality assets, with a particular attention to the impact that such assets may have on the environment and society.

We pay claims and benefitsto our policyholders or their beneficiaries after death, accidents or the occurrence of the insured event. The payment is guaranteed also through appropriate asset-liability management policies.

Financial capitalp. 79*

Human capital p. 53

Social and relationship capitalp. 48, 62, 68

Intellectual capitalp. 48, 72

Manufactured capital p. 45, 91*

Natural capitalp. 63, 68

* Annual Integrated Report and Consolidated Financial Statements 2021

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

The parent company provides the

strategic direction, management

and coordination and control of all

its affiliated and investments

The parent company coordinates and manages all activities aimed at capital optimization, via the balance between the strengthening of capital, profits and cash flow. The efficiency of the capital structure is also guaranteed through the optimization of financial debt

Business modelof Assicurazioni Generali S.p.A.

Management of

Investments

Management

of capital structure

We, Generali

The parent company sets guidelines to improve efficiency in operational

management

The insurance and reinsurance business of the parent company is conducted through both the Head Office and foreign branches

Direction and

coordination activities

Insurance and

reinsurance activity

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

1. The solid framework for the assessment and management of operational risks allowed the Group to obtain approval in 2020 from the main European regulators for the extension of the use of the Partial Interim Model to calculate capital requirements for Solvency II purposes also for this risk category.

Challenges and opportunities of the market context

In an operating context characterized by countless challenges, including the persistence of the pandemic, we continued to monitor several mega trends that present significant risks and opportunities for the Group and for our stakeholders.

The integration within the Generali 2021 strategy of the challenges, the systematic assessment of risks1and the consequent definition of their monitoring allowed us to support our ability to create value over time, confirming the resilience of our strategic plan.

Geopolitical and financial instability

2021 continued to be characterised by the Covid-19 pandemic, alternating between the positive impact resulting from the distribution of vaccinations, enabling the reduction in new cases and hospitalizations, and renewed uncertainties following the spread of new variants.

The rebound of production activities led to global economic recovery, which reached its peak in the second quarter; it suffered a set-back in the second half of 2021 due to a new surge in cases and the impact on supply chains, which was much longer lasting than policy-makers expected. In 2021, GDP grew by 4.6% in the Eurozone and 5.5% in the United States. The increase in commodity prices drove inflationup, negatively impacting consumers' buying propensity.

Expectations following the news on the effectiveness of the measures implemented to counter the pandemic influenced financial marketvolatility, which in any event continued to record much lower levels than those observed in 2020. In the latter part of 2021, several monetary policy decisions, such as the FED's announcement on the start of tapering and on the new strategy for average inflation targeting, generated operator uncertainty and expectations of higher volatility than in the past. Furthermore, the peak of inflation lasted longer than predicted by the monetary policy authorities, leading to more uncertainties as to the decisions of the central banks.

Our management

The Group’s asset allocation strategyis still mostly guided by consistency between liability management and targets on return and solvency. The situation of uncertainty due to the persistent health emergency, the constraints of the regulatory system and the continued low interest rates make it essential to manage assets in a rigorous and careful manner that is consistent with liabilities. More specifically, the long-term matching of liabilities to policyholders is performed above all through government bonds with a high credit rating. Geographical diversification and selective focus on private investments (private equity and private debt) and on real assets (real estate and/or infrastructure investments, both direct and indirect) continue to be important factors in current investment activities which aim to contain portfolio risks and sustain current return; the multi-boutique platform developed by the Group aims to enhance investment capacity in these market sectors.

We have also further integrated ESG dimensionsin the process of strategic investment allocation, specifically focusing on climatic change, backing companies that have a lower impact in terms of fossil emissions and that are focused on sustainable development, both environmental and social.

RISKS

We are exposed to market risksarising from the fluctuations in value investments and to credit risks linked to the risk of counterparties’ non-fulfilment as well as to expansion of the credit spread. We are handling these risks by following principles of sound and prudent management, in line with the Prudent Person Principle and with the Group Investment Governance Policy and risk guidelines. We measure financial and credit risks using the Group’s Partial Internal Model, which offers us a better representation of our risk profile.

Risk Report, p. 114 in the Management Report and Parent Company Financial Statements 2021 for more detailed information on the risk management model and on the capital requirements

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Group’s financial position, p. 91

We, Generali

Pandemics and extreme events2

The rapid spread of Covid-19 has become one of the greatest global challenges in decades. Spreading in China at the end of 2019, the virus quickly transformed into a pandemic in the first few months of 2020, with a global count of 318 million cases and over 5.5 million deaths at the beginning of 2022. The mass distribution of vaccines resulted in 79% of the population being fully vaccinated in Italy, 75% in France and 73% in Germany at the beginning of 2022. The vaccination campaign continues, although the spread of more contagious variants has slowed the recovery down.

As regards the insurance sector, the economic recovery, which was particularly strong around mid-2021, had a positive impact on the Life segment, which had suffered most from the pandemic crisis. The uncertainty linked to the duration of the pandemic and its economic consequences (especially in terms of labour market prospects) increased the risk aversion of households, making their consumption more cautious and increasing their propensity for precautionary saving: the peak in European household savings in 2020 was followed by a second peak in 2021, lower than the prior one, but significant in any event compared to the average of previous years. The recovery of the financial markets boosted unit-linked business. The savings and pension line, in particular, showed a recovery in new business compared to 2020. With respect to protection policies, a growing interest was observed in insurance solutions for personal and household protection, both at individual level and as regards company welfare.

In the Property & Casualty segment, the non-motor line posted excellent performance, particularly that relating to the health line, while the motor third-party liability line continued to suffer due to high competition on prices. With the return to normality and freedom to circulate, the claims frequency rose, although the levels reached were still lower than pre-pandemic ones.

The continuation of the pandemic into 2021, together with expectations following the news on the effectiveness of the measures implemented to counter it impacted financial marketvolatility.

The Asset Management(AM) marketemerged stronger, despite the pandemic, with assets that continued to rise in both the US and the European markets. The continued pressure on the commissions and operating costs needed to guarantee business continuity and the fulfilment of regulatory requirements indicate that the world AM market is entering a new phase, which will require new ways of doing business. In the coming years, the competitive advantage will be increasingly dependent on the use of Advanced Analytics in all business processes, with the objective of predicting trends and better understanding business development. In terms of growth, the new asset classes, with specific reference to the private and alternative markets, will become of fundamental importance and will mean that strategic lines will have to be redefined and the business model and processes will have to be adapted.

Our management

Despite the persistence of the pandemic in 2021, we confirmed the Group’s strategy and contibued to implement several initiatives aiming at ensuring the achievement of the targets set, both financial and non-finacial.

The Group demonstrated its resilience, although the key markets of the Lifebusiness in Europe were significantly affected by the pandemic over 2021. New business slowed down as for traditional products, in line with the strategic objective to rebalance our Life portfolio. Unit-linked products continued the significant growth at the end of 2020, exceeding the pre-pandemic premium levels of the previous year already in the first months of 2021, and then continuing to grow in the following monthst, with a contribution from Italy, France and Germany. The resilience demonstrated in 2020 from underlying investment solutions to unit-linked products increased distributors' confidence in these solutions; this, along with product and underwriting strategies, accelerated their adoption. Protection products reported good performance in terms of new business, driven by the growing need for insurance protection. In this regard, since the beginning of the pandemic we promptly set several initiatives in motion to support our customers, both financially and by launching new value-added services, ranging from the care of physical and mental well-being to remote medicine through, among others, Europ Assistance.

Geopolitical and financial instability, p. 26

The Generali 2021 strategy, p. 40

2. Extreme events are illustrated in the Climate change mega trend. This section is drawn up also in accordance with European common enforcement priorities for 2021 annual financial reportsby ESMA.

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

The Group confirmed premium growth in all the businees lines of the Property & Casualtysegment, with different trends in the main markets where it operates. In continuity with 2020, it increased the range of products with new coverage and services, adapting contractual terms and conditions and improving, with extensive use of digital technology, the operating processes for underwriting policies and settling claims.

With reference to the loss ratio, we observed a recovery in the frequency of claims in the motor line, however lower than pre-Covid19 levels, following the reopening of economic activities and the consequent mobiilty. The average premium in the motor business recovered, but remained under pressure due to competitive pressures.

Higher volumes were reported in the non-motor line of business compared to the motor line; the economic contraction in some countries did not lead to a collapse in insurance activities. The travel line recovered, although it has not yet reached 2019 levels. The loss ratio remained substantially unchanged in terms of number, with the exception of the NatCat claims which were distinguished not only by frequency but above all by the severity of the events. Conversely, business interruption coverage led to claims that were not economically significant in 2021, thanks also to the revision of terms and conditions in the policy texts for new subscriptions.

In all business segments, the organisational response of Generali to boost its digitalisationprocess was a decisive factor since the beginning of the pandemic.

As well as managing sales and renewal processes remotely, we introduced new ways and occasions for interaction with our customers (for example, virtual events and loyalty campaigns) and provided support to our agents to be more visible on digital channels.

The omni-channel approach continues and will continue to underlie our future digital development. More specifically, digitalisation should be leveraged to boost and extend the abilities of the sales force of our physical network. In this regard, our objective is to continue to develop the following areas:

to improve Customer Relationship Management (CRM) tools and promote the remote consulting model to understand the needs of our customers in a more structured manner, and to suggest the best possible solutions;

to provide support to agents in managing changes in our network, in a gradual process, towards the increasing awareness of the benefits of digital transformation;

to spread and extend the use of digital tools, which enable any indications of interest by prospects in our products and services to be collected and redirected to the physical network (for example, an agent re-contacts a prospect who has asked for a policy quotation on our website);

to boost the presence and the visibility of our agents on social media and the web, for example by publishing contents that are relevant to their customers;

to streamline and simplify processes, accelerating their automation thanks to the redesign and adoption of new Smart Automation (SA) technologies;

to customize offers and services based on customer needs, stage of their lives, interests and context.

Given the persistence of low interest rates, in 2021 investment in the Group’s insurance portfoliowas based on sustaining the return on portfolios, while keeping a solid solvency position and adequate matching with liabilities. In the Life business, a balanced approach was maintained between corporate bonds - given the increase in yields compared to 2020 and the positive expectations on the economy and corporate fundamentals - and government bonds, mainly used to hedge long-term liabilities. In the P&C portfolios, considering the different characteristics of the liabilities, preference was given to the corporate sector and shorter maturities. Given the improvement in general confidence and the strong economic recovery, the exposure to listed equities was gradually increased to benefit from the positive market trend.

The interest in private and real assets was confirmed, continuing the portfolio diversification process through investments and agreements in private debt, private equity and real estate funds.

The increase in equity and real asset exposure is also aimed at positioning the portfolio in a prospect of a moderate rise in interest rates and inflation.

The Asset and Wealth Managementsegment benefited from the positive performance of the financial markets following optimistic forecasts of post-pandemic recovery already as early as the second half of 2020, which resulted in a rise in assets under management as well as a strong recovery of commissions.

The extension of the product range, a more solid track record also for the products managed by boutiques, and the significant recovery of the financial markets boosted the rise in recurring commissions, together with the one-off contribution of the real asset business. In 2021, the disciplined approach to the management of operating costs continued.

We, Generali

In addition to the positive performance of the market, Wealth Management also benefited from the success of the commercial policies, which enabled it to surpass the assets under management targets established in the 2019-2021 three-year strategic plan. The growth in size, also driven by the structural demand for qualified financial advice, boosted the increase in recurring income. The increase in revenues was accompanied by the disciplined management of costs, which enhanced the operating leverage of the business model, and therefore also led to higher profit margins.

The Group decided to launch Fenice 190to support the recovery of the European economies impacted by Covid-19, starting in Italy, France and Germany. It is a five-year € 3.5 billion investment plan focusing on infrastructure, innovation and digitalization, SMEs, green housing, health care facilities and education.

RISKS

The pandemic may have direct and indirect effects on underwriting risks.

The direct effects on the Life and Health underwriting risksregard the potential increase in claims paid on policies that provide death or health coverage; the indirect effects regard the potential need of customers for liquidity, generated by the economic crisis, which may imply higher surrender payments. In both cases, the impact observed on the Group to date has been fairly insignificant. To continue to effectively manage death or health risks, we adopt adequate underwriting processes that assess the health conditions and the demographics of the policyholder in advance. In addition to underwriting processes, we monitor changes in claims and, in this regard, we assess the lapse riskand mortality risk, including the catastrophe risk resulting from a pandemic event, using the Group’s Partial Internal Model.

The possible impact of the pandemic on P&C underwriting risksis represented by a possible increase in the reserving riskwhich, however, we monitor in terms of changes in claims and risk assessment through the Group's Partial Internal Risk Model.

The pandemic is an event included in the Group’s operational riskmanagement framework, which can seriously compromise the continuity of company business and, as such, is continuously assessed, mitigated and monitored.

The pandemic event in progress has increased exposure to several risks that affect the people, processes and IT systems of the Group and, clearly, the external environment.

To manage the emergency caused by the Covid-19 pandemic, a common approach was adopted Group-wide, based on the measures adopted in Italy as a benchmark, as it was the first area in Europe to be affected.

The combined adoption of all these mitigating measures is the real key to their effectiveness, guaranteed through the monitoring developments and coordinated action. This means that the risk profile related to operational risk is impacted by the pandemic to a limited extent.

As regards our people, to manage the emergency, at Group and local level, dedicated task forces were set in place to monitor developments in the situation and to guarantee coordinated action on the measures to be implemented:

remote working was envisaged where possible, depending on the type of work, and was extended to most of administrative employees during the emergency phase;

a system to categorise the level of risk for all countries was established, on the basis of which international business trips were blocked or limited;

Group events were suspended, or, where possible, held in virtual/hybrid mode using different technological solutions;

rules of access to company offices were established, as well as measures to limit the risk of the virus spreading;

in some countries, a toll-free number managed by Europ Assistance - Help Line Covid-19- was activated to provide information and, where necessary, medical and psychological assistance to Group employees and their families;

in some countries, employees were offered the option of receiving a flu vaccination to facilitate diagnosing infections from Covid-19 and to potentially reduce the consequences.

Guaranteeing our people an effective work experience, also remotely, through the support of digital and flexible tools was key during the pandemic crisis in order to preserve the safety of people and their engagement as well as business continuity. A hybrid work model will be fundamental also for the future of work in Generali, the so-called New Normal.

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Group’s financial position, p. 91

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

The management of pandemic risk impacts the normal performance of both internal processesand those managed through external suppliers.

To manage the crisis provoked by Covid-19, ad hoc measures were set in place to guarantee the continuity of operating processes. More specifically, IT infrastructureswere adapted to be able to withstand the extensive use of remote working. Therefore, investments were made to:

provide employees with laptop computers, if not already assigned, to enable them to work remotely;

increase connection speed;

strengthen the tools to manage remote connections safely;

increase processing capacity to make IT systems more efficient as a whole.

The extensive use of remote working has also led to a greater threat of cybercrime. For this reason, changes in the types of attack have been constantly monitored, and the tools in place to identify the attacks and to manage the most appropriate and timely responses have been promptly updated. In addition, campaigns to increase the awareness of our employees to potential cyber threats related to suspicious and malicious communications were conducted. Potential new vulnerabilities regarding the solutions used to facilitate remote work have been constantly monitored; in particular, the procedures for updating company PCs have been enhanced to ensure the installation of the latest versions of updates of both operating systems and Office Automation tools, reducing their vulnerability.

In terms of technological evolution, also driven by the pandemic event, the Group, in line with the market, is moving towards an increasingly structured use of Cloud services, with benefits in reducing internal data traffic and greater flexibility in the use of infrastructure and application services.

In the event of a further deterioration of the crisis, liquiditycould become a topic of concern for the insurance sector.

To date, the impact observed on the Group’s liquidity position has been immaterial, also due to the precautionary management measures taken and to the implementation of the financial optimisation strategy.

Digital revolution and cyber security

We are facing a profound change guided by the interaction, cumulative effects and rapid evolution of various technologies: Internet of Things, cloud services, cognitive computing, advanced analytics, Smart Automation (SA), Artificial Intelligence, 5G and the development of mobile networks are elements that contribute to creating a renewed environment in which to operate in order to optimise efficiency, operations and proximity with customers, agents and employees. We are particularly witnessing the spread of public and context data, the progressive digitalisation of interaction with customers and the growing appetite for personalised products, also thanks to computing power and storage spaces available at low prices. These elements allow insurance companies to transform their way of doing business and interacting into the so-called world of digital ecosystems, where the borderlines between businesses at one time different and distinct are becoming fainter and fainter in order to offer customers a mix of innovative services and traditional products.

Technological evolution also involves exponential growth in cyberthreats, such as attacks aimed at stealing information or blocking operational processes. Adequate management of this risk is therefore fundamental in order to limit potential effects of economic and operational nature but also to preserve, in particular, the confidence of customers in the processing of their data, which are frequently sensitive. The issue is also increasingly relevant for regulators which have in recent years introduced specific safety measures as well as reporting processes in the case of security incidents (for example, General Personal Data Protection Regulation).

Innovation and digital transformation, p. 48

We, Generali

Our management

Our digital ambition translates into our lust to provide our customers, agents and employees with a superior experience, transforming Generali into an agile, innovative, digital organization that leverages strategic use of data. We want digital to accelerate the change in paradigm we have identified: for example, moving from a traditional world of insurance coverage, policy renewal upon expiry and reimbursement of any claim, to an innovative world where we offer tailor-made solutions, which integrate the insurance component, which remains central, to services with a high technological content of prevention and customer support.

In order to feed and accelerate our path to become true Life Partners and digitize the operating model, we have defined the Generali Digital Strategywhich relies on five key enabling factors.

Innovation and digital transformation, p. 48

The digital path is enriched by a particular attention to convergence, a fundamental strategy for a Group with a global presence like ours. Convergence towards Group standards, common taxonomy, centers of excellence and selected solutions that we adopt in specific areas identified as priorities of the digital world. The goal we have set ourselves is to accelerate the so-called time to value, i.e. speed and flexibility in implementation, while respecting our Group organizational model.

With a view to continuous improvement and exploring new opportunities, we are continuing to scout innovative technological platforms that allow to enable digital ecosystems, both within the Group and with selected partners.

Two centers have been created for the development of innovative services, in the field of Connected Insurance and the Internet of Things, related to urban mobility, smart home, health and the connected world of work: one center is for the development of innovative services and a second for research and development, prototyping, collaboration with companies, research institutes, universities and start-ups.

We are committed to guaranteeing that the Group is constantly equipped with appropriate security systems, thus becoming increasingly more reliable for our stakeholders.

To be able to effectively manage the increasing complexity of security-related risks, we have adopted a One-Security approach, based on a strong integration between Information & Cyber and Physical & Corporate Security.The adoption of such holistic approach for security leads to the integration of processes and tools for the identification, assessment and management of security risks and to an increasing resilience against adverse events. More specifically, we pledge to:

protect the Group’s ecosystem and strengthen its security standards;

define internal security regulations and monitor their implementation;

define a solid management process for IT security-related risks;

ensure the implementation of security measures for the management of threats;

raise awareness and understanding around the issue among all Group employees.

Our IT security strategy, named Cyber Security Transformation Program 2, 2020-2022, aims to further increase our security posture through the adoption of innovative and advanced solutions and the progressive standardisation and centralisation of the Group security services. We engage more than 40 countries and business units through 27 projects. We are strengthening the Group resilience thanks to the enhancement of our ability to prevent, identify and respond to potential cyber attacks, and increasing assessments to ensure adequate security levels to our business initiatives based onnew technologies, like cloud and Internet of Things technologies.

We adopt tools andimplement actions through which we guarantee constant protection from threats, such as:

INNOVATION

CUSTOMER

RELATIONSHIP

MANAGEMENT

SMART

AUTOMATION

DATA,

ANALYTICS & AI

AGILE

ORGANIZATION3

3 . Agile Organization is intended not only as methodology of project implementation, but in its broadest sense of defining a complete digital path - a 360° experience - for our employees, an aspect increasingly relevant in these days.

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

the Security Operation Center (SOC) to monitor all events recorded by our security solutions 24 hours a day, detect potential incidents and step in with containment and restoration actions. SOC’s performance are monitored in a structured manner through specific indicators, that are not reported due to security reasons. We have defined a Business Continuity and Disaster Recovery plan together with an Incident Response procedure to adequately guarantee the preservation or the timely recovery of data, services and critical business activities in case of a significant incident or crisis;

our intelligence service that monitors the threats landscape evolution and trends, thus enabling us to proactively prevent or be ready to react to potential threats;

internal and external vulnerability assessments in order to identify potential vulnerabilities in our systems. We also test the response capacities of our SOC through cyber attack simulations as well as customer solutions, including those based on Internet of Things technology;

processes and tools focusing on the whole supply chain management that enable us to identify, assess and manage the third-party security risk, with a strong commitment to secure the transition to and the use of cloud services;

proper procedures to guarantee the protection of company buildings, internal workspaces and employees during business travels as well as to manage all the aspects related to the corporate security;

an intervention assessment and prioritisation framework in accordance with the operational risk management model. It is supported by an IT tool available to the countries where we operate to execute periodic risk assessments and to continuously take a census of and manage cyber risks. A new methodology for calculating cyber risks has been defined and measurements have been started in the different countries;

a structured regulatory framework,that is constantly updated with respect to regulatory developments, market standards and cyber threats;

an IT security awareness program for all our employees which consists of various initiatives such as dedicated training courses, videos and ad hoc communications. Internal campaigns simulating phishing have also involved the Group and virtual challenges like cyber quiz designed to increase the engagement of employees and promote good conduct practices in the area of IT security;

a Group insurance policy to reduce residual exposure to cyber risk. Its effectiveness is considered in the Group's Internal Model for calculating the capital for operational risks;

relevant certification released to Generali Operations Service Platform (GOSP), a company that provides IT services and infrastructures to the main Group countries.

RISKS

Risks related to cyber security and malfunctions of IT systems are operational riskswe measure following the regulatory standards and with qualitative and quantitative models that allow us to grasp our main exposures and to define the adequacy of the existing controls.

www.generali.com/our-responsibilities/responsible-business/cyber-securityfor further information on security and the Security Group Policy

GOSP is certified according to standard ISO/IEC 27001:2013 - Information Security Management System. This certificate is valid for: information security management for the delivery of IT infrastructural services for the Group companies; delivery of hardware, IT services, IT engineering, project management, organization, security services; as well as management of information security incidents according to the ISO/IEC 27035-1:2016 and ISO/IEC 27035-2:2016 guidelines.

GOSP is certified by an external auditor according to standard ISAE 3402 Type 2 - Third Party Assurance Report. This standard, widely used and internationally recognized for service providers, aims at certifying that the internal control system is suitably designed and operates effectively.

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Climate change4

Climate change is a material mega trend, with potential more limited effects over the short term, however potentially catastrophic over the long term. Associated with this mega trend is a high degree of uncertainty in accurately determining a time frame and magnitude of the impacts in the different geographies.

Climate change riskscan be divided in:

physical risks, arising from the worsening of catastrophic events that result from climate change, such as storms, floods, heat waves;

transition risks, arising from the economic developments generated by the transition to a greener economy, with lower or virtually zero levels of greenhouse gas emissions.

Climate change also generates opportunitiesfor companies that are able to develop financial products and solutions that sustain and support the transition to a climate resilient economy and that increase its resilience through adaptation.

As for the insurance industry, the worsening of climate-related weather phenomena - as part of physical risks- may impact the P&C segment in terms of pricing and occurrence of catastrophic events, impacting- conditions being equal - the number and cost of the claims and their management expenses, as well as reinsurance costs.

The Life segment might also be impacted: the intensification of the heat waves, the increased frequency of floods and the expansion of the habitats suitable for hosting carriers of tropical diseases indeed might worsen the expected mortality and morbidity rates.

The physical risks caused by climate change, which worsen the living conditions of the population and increase damages not covered by insurance, might also lead to a deterioration of socio-political stability and the macroeconomic and geopolitical conditions, with cascade effects on the financial system and on the overall economy.

The transition to a greener economy (transition risks) is driven by changes in national or international public policies, in technologies and in consumer preferences that might affect different sectors, especially those with a higher energy intensity, up to leading to the phenomenon of the so-called stranded assets, that is the complete loss of value of financial assets relating to the so-called carbon intensive sectors.

A good portion of the impact of these risks depends on the speed to come into line with stricter environmental standardsand on the public supportthat will be guaranteed for reconversion. The transition risks are therefore influenced by factors marked by a high degree of uncertainty, such as political, social and market dynamics and technological changes. Even though the speed of transition and its risks are hard to determine today, they will probably have wide-ranging consequences, especially in several sectors such as energy.

Financing or insuring companies operating in sectors characterized by high greenhouse gas emissions and do not have adequate decarbonisation strategies might also expose to reputational risks.

Climate mitigation and adaptation strategies offer investment opportunitiesas well as opportunities for the development of the insurance market. As weather phenomena and extreme natural events evolve and intensify, a related increase in the demand for protectionthrough specific insurance solutions and risk management is plausible.

The new regulations and the public plans launched in Europe aimed at creating incentives for transition to a green economy, together with the changes in consumer preferences, are supporting the demand for insurance products tied to the sector of renewable energy, energy efficiency and sustainable mobility. They are increasing the retail demand for green insurance products linked to sustainable lifestyles and strengthening the demand for investment products linked to green finance.

The decarbonisation of the economy and, more specifically, the large-scale spread of systems producing energy from renewable sources require substantial investments that are only partly covered with public funds, in this way increasing investment opportunities for private parties.

Our management

We have defined processes and tools to mitigate climate risks and to seize the opportunities arising from the green transaction. These include monitoring the adequacy of the actuarial models to assess and rate risks, recourse to risk transfer mechanisms, periodical analysis of the investments, product and service innovation processes, dialogue with stakeholders and development of partnerships to share knowledge and identify effective solutions. Particularly noteworthy is our participation in the Net-Zero Asset Owner Alliance, the Net-Zero Insurance Alliance, the UNEP-PSI TCFD5work group, the PRI (Principles for Responsible Investments) Climate Action 100+ network, the PRI and LSE (The London School of Economics and Political Science) Investing in a Just Transition project, and the Investors Leadership Network.

4. The Climate changemega trend also includes extreme events.

5. The TCFD (Task force on Climate-related Financial Disclosures) was established in 2015 by the Financial Stability Board (FSB) aiming at formulating a set of recommendations on reporting climate change-linked risks in order to guide and encourage companies to align the information disclosed with the expectations and needs of investors.

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Management Report and Parent Company Financial Statements 2021

RISKS

We manage short-term physical risksby adopting a risk monitoring and careful selection aimed at optimizing the insurance strategywith the use of actuarial modelsthat are periodically updated in order to estimate potential damage, including natural catastrophe damage, influenced by climate change.

We turn to reinsurance contracts and alternative risk transfer instruments, such as the issue of insurance securities protecting against natural catastrophe risks, i.e. cat bonds, like Lion III Re.

In order to reduce exposure to physical risks of our corporate customers in the Property & Casualty segment, we provide consulting services to introduce technical-organisational improvements capable of increasing the protection of the insured assets even from extreme natural events, and we define claim prevention programs and periodically monitor them.

We have set up special procedures to speed up damage appraisal and claims settlement in the case of natural catastrophes and extreme events so as to strengthen the resilience of the territories struck and to facilitate the post-emergency assistance and return to normality phase.

As for the transition riskmanagement, we are reducing the already limited exposure of the investment portfolio to issuers of the coal sectorin order to reach zero exposure in OECD countries by 2030 and in the rest of the world by 2040. A gradual exclusion approach is applied to the tar sand sector, too. We also set the target of making our investment portfolio climate neutral by 2050, in line with the Paris Agreement's goal of limiting global warming to 1.5°C compared to pre-industrial levels.

The exposure of our client portfolio to fossil fuel sector is low: we exclude underwriting risks associated with coal, gas and oil exploration and extraction - conventional and unconventional - and since 2018 we no longer offer insurance coverage for the construction of new coal-fired power plants, for existing coal-fired power plants of new customers and for the construction of new coal mines. Also for underwriting, we set the goal of gradually reducing our current limited exposure to the thermal coal sector in order to reach zero exposure in OECD countries by 2030 and in the rest of the world by 2038.

In those countries where coal accounts for over 45% of the domestic electricity mix6, to limit the negative social impacts deriving from our decision to quit this sector, we are carrying out engagement activities with the companieswith whom we have trade relations to implement the principle of just transition that combines the need to protect the climate with minimisation of social consequences for local employment and energy procurement. The engagement activity is focused on monitoring GHG emission reduction, worker protection and retraining, and community support plans by analysing their costs and investments allocated for these purposes.

To demonstrate consistency with the commitments required to our customers, issuers and business partners, we are reducing greenhouse gas emissions from our sites and business tripsby optimizing spaces, purchasing green energy and promoting the use of more sustainable means of transport.

Our rules for running business with integrity, p. 68

In order to seize the investment and development opportunities arising from mitigation and adaptation to climate change, we offer: insurance solutionsto protect customers from natural catastrophe damage, including damage influenced by climate change; coverages for industrial power generation plants from renewables; and insurance solutions to support customers in adopting sustainable lifestyles. We are also expanding the offer of thematic investment productslinked to green finance for the retail segment.

We are increasing our direct investments in green and sustainable assets. In 2021 we issued our first Sustainability Bond with the aim of financing or refinancing Eligible Sustainability Projects. They are identified according to the eligibility criteria defined by the Sustainability Bond Framework which includes, among the various investment categories, also those relating to green building, renewable energy, energy efficiency and clean transportation.

A continuous commitment to sustainability, p. 63

Capital management and financial optimisation, p. 44

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Group’s financial position, p. 91

Capital management and financial optimization, p. 44

A continuous commitment to sustainability, p. 63

6. Data provided by the International Energy Agency.

We, Generali

Climate change risk management framework

In line with the recent European regulatory developments, regarding the definition of the risk management framework related to climate change (so-called climate risk), as Generali Group, we distinguish between two perspectives:

Outside-In(or incurred risk) related to the impacts of climate change on the Group, in particular on the value of the investments and on the profitability of services and products provided;

Inside-Out(or generated risk) related to the impacts that the Group generates through its operating activities and, indirectly, through investments and services and products provided.

In 2019, the Group Risk Management function launched the multiyear Climate Change Risk Project, with the aim of defining a climate risk management framework that considers both perspectives jointly: incurred risk and generated risk7.

The project is encompassed within:

the process of emerging and sustainability risks’ identification, already defined in the Risk Management Group Policy;

the Strategy on Climate Change, in particular, referring to the Net-Zero Asset Owner Alliance and the Net-Zero Insurance Alliance initiatives, through the introduction of a model to monitor the achievement of the targets.

With reference to the project governance, the complex nature of the risk and the need to establish an important integration within the business required the direct involvement of several functions: Group Sustainability & Social Responsibility, Group Integrated Reporting and Group Corporate Affairs, as well as Group P&C, Claims & Reinsurance and Group Investments.

The framework, under development, as well as the findings of the assessments were presented to the working group, to the Group’s insurance companies – to which the operating model will be cascaded with the simultaneous sharing of local best practices – during dedicated Group Risk Councils, to the Senior Management, to the Board of Directors and to the Risk and Control Committee.

The framework is structured in four phases, as defined in the Risk Management Group Policy, namely identification, measurement, management and reporting.

In 2021, we consolidated the risk identification and measurement phases, and we launched the definition of the risk management model, with the simultaneous preparation of the documentation related to the Own Risk and Solvency Assessment(ORSA) process.

Identification

In the risk identification phase, two activities were carried out:

climate scenarios’ selection;

materiality analysis on risk exposures.

Climate scenarios, currently used, describe a change over a certain time horizon of the global temperature, deriving from the assumptions on the amount of CO2present in the atmosphere and its effect on the geophysical variables that regulate Earth’s climate. Scenarios with a lower increase in the global temperature are typically used to assess transition risk, which is mainly concentrated in the short-medium term, while higher temperature scenarios are typically used for physical risk, whose effects are expected to span over longer time horizons, with a more pronounced acceleration in the second half of the century.

7. In the first phase of the framework’s definition, transition risk and physical risk were included. Liability risk, which stems from lawsuits for environmental damages and/or following improper or missing corporate disclosure on environmental standards, will be considered within ongoing future developments.

GROUP STRATEGY

GROUP RISK APPETITE

OUTSIDE-IN PERSPECTIVE

Incurred risk

Physical risk

Worsening of climate events

Transition risk

Transition to a low-carbon economy

INSIDE-OUT PERSPECTIVE

Generated risk

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

We selected three scenariosmainly based on the Representative Concentration Pathways (RCPs) developed by the Intergovernmental Panel on Climate Change (IPCC) and on the World Energy Outlook Scenarios developed by the International Energy Agency (IEA). Each scenario is identified by the global warming level assumed in 2100 compared to pre-industrial levels.

To capture the most significant expected impacts, for transition risk we focused on short and medium-term time horizons, while for physical risk we also considered longer time horizons. In particular, time horizons taken into account for all scenarios were 2025, 2030, 2050.

Regarding the scenarios’ selection, we are monitoring the evolution of the regulatory environment and of market best practices, in particular the development of the recommendations by the Network for Greening the Financial System (NGFS)9, the development of IPCC’s scenarios, and, in general, the regulatory stress tests introduced within individual European countries.

In relation to the Outside-In perspective (or incurred risk), carrying forward the activities already undertaken, in 2021 our analysis focused on the:

investment portfolio, including equity and corporate bonds, government bonds and real estate;

Non-life underwriting portfolio.

To identify the most material exposures, we analysed for investment in equities and corporate bonds all economic sectors and we focused mainly on understanding those most vulnerable to climate change (so-called climate relevant sectors identified based on recognized market frameworks, including TCFD guidelines). In particular, the very limited exposure to the sectors most impacted by climate change, such as the fossil, metallurgical and transport sectors was confirmed.

8. The main publications considered as source for the scenarios include: Assessment Report 5 (IPCC) - RCP 6.0, RCP 8.5 -www.ipcc.ch/report/ar5/syr/synthesis-report/, Net Zero by 2050 - A Roadmap for the Global Energy Sector (IEA)- www.iea.org/reports/net-zero-by-2050, World Energy Outlook2020 (IEA) - www.iea.org/topics/world-energy-outlook, Energy Technology Perspectives 2020 (IEA) - www.iea.org/topics/energy-technology-perspectives.

9. The Network for Greening the Financial System consists in a group of Central Banks and supervisors committed to sharing best practice, to contributing to the development of climate-related risk management in the financial sector - and the environment - and to mobilize finance to support the transition to a sustainable economy.

scenario8

DESCRIPTION

TRANSITION RISK

PHYSICAL RISK

1.5 °C

Strong and rapid emissions’ reductionand temperature increase consistent with Paris agreement and, from 2021, with the target of net zero emissions by 2050.

Transition risk is described by a combination of socio-economic

variables, including the development of regulations, of new technologies and

of consumer preferences.

3-4 °C

More fragmented and less rapid global

decarbonization process.

Physical risk is described by a combination of physical variables, including increased frequency of extreme climate events such as floods, heat waves, storms, wildfires, droughts and of chronic climate events such as sea level rise.

>4 °C

Emission growth, without global

decarbonization actions.

200

100

-100

1950

2000

2050

2100

Source: Figure SPM.5 (Panel a) from IPCC, 2014: Summary for Policymakers. In: Climate Change 2014: Synthesis Report. Contribution of Working Groups I, II and III to the Fifth Assessment Report of the Intergovernmental Panel on Climate Change [Core Writing Team, R.K. Pachauri and L.A. Meyer (eds.)]. IPCC, Geneva, Switzerland.

RCP scenarios:

RCP8.5

RCP6.0

RCP4.5

RCP4.6

Historical

emissions

WGIII scenario categories:

> 1000

720-1000

580-720

530-580

480-530

430-480

Full range of the WGIII AR5

scenario database in 2100

Annual emissions (GtCO2 / yr)

Year

Annual anthropogenic CO2emissions

We, Generali

Government bonds were classified based on the reference country; most of these bonds were attributable to European countries.

Even the real estate portfolio, analysed on the basis of buildings’ energy characteristics, is mostly attributable to the most efficient energy classes and to European countries.

Analogously to the analyses carried out for investment portfolio, for Non-life underwriting portfolio we also considered the different geographies and for the purpose of the analysis we focused on the most relevant lines of business for the Group, namely Fire and other damage to property insurance and Motor.

In relation to the Inside-Out perspective (or generated risk), our analysis focused on the investment portfolio, including equity, corporate bond and real estate, in line with the targets already announced as part of the Net-Zero Asset Owner Alliance initiative.

Measurement

In relation to the Outside-In perspective (or incurred risk), we measure physical and transition risk using models that allow to determine the impacts of climate scenarios on the exposures identified based on the climate stress tests.

Impacts are represented by the Clim@Risk metric, that is defined for:

the investment portfolio, at individual counterparty level and considering a combination of sector and geography, and for real estate at energy class level. For government bonds we considered the reference country;

the underwriting portfolio, considering a combination of line of business, sector and geography.

The proposed metric measures:

a change in Net Asset Value for the investment portfolio;

a change in the Group’s operating result for the Non-life underwriting portfolio.

The results obtained provide forward-looking indications of climate change effects on Group’s portfolios. They show mostly limited impacts over short-time horizons and more significant but still limited impacts over long-time horizons, mostly deriving from physical risk in higher temperature scenarios. In analysing transition risk, we also observed that impacts substantially depend on the ability of companies to adapt to the process of cutting emissions, for example, through the use of green energy and the improvement in energy efficiency.

In analysing the investment portfolio, in the 1.5°C scenario we observed positive impacts due to transition risk mainly stemming from the equitiy and corporate bond portfolio, as companies in which the Group invests are assumed to grow and remain competitive by adapting their business model to the transition. Opportunities are driven by the utility sector, given the increased demand and profits from renewable sources, while the impacts from the fossil sector remain negative. On the contrary, in case of lack of adaptation measures of the business model, the impacts are negative since companies do not grow and lose competitiveness, especially in the utility sector which suffers from the lower production of non-renewable energy, while other sectors such as chemicals and industrial suffer from higher costs due to the increase in carbon price. In absence of energy adjustment and energy efficiency measures, even the real estate portfolio value decreases, whilst showing a slight increase in case buildings are upgraded to new energy efficiency standards. The impact on government bonds, which stems largely from the effects of the transition on government revenues, i.e. taxes, and infrastructure costs, remains more limited with respect to the other two portfolios.

In the 3-4°C scenario without considering business model adaptative capacity, the impacts related to transition risk are smaller than in the 1.5°C scenario (without adaptation). On the contrary, we observed strong negative impacts for physical risk due to the increased frequency and severity of natural climate events, particularly floods, storms, and tropical cyclones. Again, the impacts are mainly attributable to the equity and corporate bond portfolio and to the real estate portfolio, while only to a lower extent to government bonds.

The >4°C scenario showed even more pronounced negative impacts for physical risk in the second half of the century caused by sea level rise, drought, and forest fires in addition to the above-mentioned events.

In analysing the Non-Life underwriting portfolio, we observed impacts caused by transition risk in the scenarios 1.5°C and 3-4°C on the Motor line of business, which shows a gradual replacement of ICE (Internal Combustion Engine) vehicles with hybrid and electric ones and at the same time a general growth in the Fire insurance and other damage to property insurance line of business driven by increased market demand. However, the most significant impacts were observed for physical risk in the 3-4°C scenario as a result of higher claims’ costs induced by floods and storms and, in scenarios with higher level of global warming, such as in the >4°C scenario, and longer time horizons, also induced by wildfires, droughts, sea level rise, which are not currently relevant in terms of claims.

The use of different scenarios has proved effective in gaining a broader understanding of the Group’s resilience

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

to climate change risk, given the complexity of the phenomenon addressed and the long-time horizons over which it manifests itself.

In relation to the Inside-Out perspective (or generated risk) and to the decarbonization target for the investment portfolio carbon intensity of 25% by 2024, announced in the context of NZ AOA, we are internally defining targets to be monitored on a regular basis, in order to identify and track more precisely any deviations from the announced targets. In particular, these targets will be based on carbon Intensity metric components: the active portfolio management lever and the levers not directly under Generali’s control (namely the individual counterparty emissions and the trend of their market value, expressed in terms of EVIC – Enterprise Value Including Cash).

Management and reporting

Climate risk, considering both incurred risk and generated risk, is integrated in decision-making processes through the definition of a specific appetite, including tolerances, limits, and escalation processes in case of breaches.

With reference to limits and tolerances, the issuance of a dedicated internal guideline is planned during 2022, to complement the existing set of controls related to the application of the ESG principles in the investment and underwriting processes.

This integration has the two-fold objective of:

maintaining Group’s risk profile within the thresholds defined based on the Clim@Risk, at portfolio level and for individual combinations of sectors and geographies identified as most vulnerable;

ensuring the achievement of emissions’ reduction targets by establishing a tolerance limit on decarbonization targets.

Finally, the reporting has the primary objective of raising awareness on the impacts of climate change and is carried out on two layers:

as part of the ORSA process, in order to update the Senior Management and the Board of Directors on the assessments performed and on the development of the risk management model;

within the Group Emerging Risks Bookletdedicated to sustainability and emerging risks, available to the entire corporate population, which considers surveys conducted at Group level.

Ageing and new welfare

Modern communities continue to be influenced by distinct demographic and social phenomena with a strong impact on their socio-economic balances.

In the more mature European economies, we are witnessing a continual process of population aging, driven by an increase in life expectancy, net of the still uncertain pandemic effects, and a decrease in birth rates. The international migration phenomenaonly partially counter-balance this trend, which is in any case otherwise influenced by socio-political initiatives adopted locally.

In the most European countries, the younger age groups are affected by a reduced and often discontinuous capacity to generate average income; this is strongly influenced by a flexible but precarious labour market that does not ensure reasonable certainty for financing the public welfare system. The pandemicwill lead to some impacts - although still not well defined - on the communities’ demographic structure: mostly the elderly were affected by Covid-19, but at the same time increased the weakness of singles and young families, who are part of that unstable labor market most heavily affected. Therefore, it is expected the confirmation of unbalanced communities, where the increase in social security and healthcare needs does not match the appropriate funding and coverage of public systems by the active population.

The healthcare neednaturally evolves towards increasingly sophisticated, hence costlier, supplies and services, which have to face new, and even extreme and emergency, needs, as the pandemic has highlighted. At the same time, an enhanced awareness of the bond between health, lifestyles and the environmental context is developing thanks to both public social initiatives and greater proactiveness and promotion from private market.

Erratic local political choices are weighing on the resilience of welfare systems, whose fragility has been further exacerbated in the pandemic context. A greater perception of uncertainty impacts the coverage of the immediate healthcare and public welfare access requirement, so it is altering system balances that can only take shape over a long-term horizon.

In the context described above, the limited financial resources produced by the younger categories of the population, or from private savings in general, have to be directed and valued more carefully.

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Group’s financial position, p. 91

We, Generali

The actuarial framework on sustainability risks

Within the activities of the Group's actuarial functions, we have started including some considerations on ESG factors, with a particular focus on the megatrends identified in the materiality analysis process.

In 2021, we launched a specific project at Group level, divided into phases, aimed at defining a common framework to coordinate and guide the analyses on ESG factorsconducted by local actuarial functions.

The first phase involved the identification and study of the main risk factors within the material megatrends belonging to the central cluster (Climate change, Ageing and new welfare, and Pandemics and extreme events): a qualitative assessment of their possible impact on underwriting, with reference to both Life and P&C business, allowed to select the sustainability risk factors being of greatest interest for subsequent in-depth analysis.

The second phase concerned the definition and development of qualitative and quantitative analyses, conducted in particular at a local level, with the aim of investigating the exposure of portfolios to the selected risk factors and assessing the level of maturity of underwriting processes to derive some initial considerations on the impact of ESG factors. The most exposed portfolios will be then further analysed, in order to assess the strategies adopted by Group legal entities to manage risks and opportunities related to ESG factors.

The project is also coherent with the changed regulatory context: as provided by the Delegated Regulation EU 2021/1256 on the integration of sustainability risks in the governance of insurance and reinsurance undertakings, from 2 August 2022, the actuarial function will have to include sustainability risks among those examined as part of the analyses performed for expressing its opinion on the underwriting policy.

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Consolidated Non-Financial Statement, p. 167

Our management

We actively engage in creating more stable communities while monitoring and tackling the effects of a changing society. This is why we develop and offer flexible, modular pension and welfare solutionsfor the coverage of healthcare costs and other potential current and future needs for individuals, families and communities. We are committed to become a Lifetime Partner to our customers, strengthening the dialogue with individuals during their entire period of interaction with our companies through new, streamlined services accessible 24/7. The pandemic scenariohas highlighted even more how the availability of appropriate services and easily accessible information can be a key element of differentiation. We are increasingly paying attention to the digital transformation, both as a communication channel and as a lever to enhance the efficiency in services to our customers and our distribution network. Through its digital approach, Generali stood close to its customers and its network even in the lockdown phases.

We provide customers with complete and easily accessible information on products and services, while helping them to understand the primary factors that may affect their income capacity and quality of life, and aiding them in accurately assessing their capacity to save as well as identifying their current and future needs. We believe that insurance coverage is the most appropriate tool to forecast and meet potential needs for people of all ages with the required advance notice; we therefore formulate, and present offers even in the case of market contexts with little knowledge and low individual propensity for insurance solutions.

RISKS

Life and Health products, including pension and welfare products, imply the Group’s acceptance of biometric underwriting risks, typically mortality, longevity and health. We therefore need to manage them through underwriting processes that are based on an updated assessment of the socio-demographic conditions of the population whose purpose is to understand their relative trends. We also have solid pricing and product approval processesthat offer a preliminary analysis of the cases regarding the biometric factors, in line with Local Product Oversight Governance Policies. Such processes are part of a structured governance defined in the Group Policy on Life underwriting. Lastly, we measure the mortality, longevity and health risks using the Group’s Partial Internal Model.

Pandemics and extreme events, p. 27

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Management Report and Parent Company Financial Statements 2021

The Generali 2021 strategy

Being a Life-time Partner to customers, offering innovative, personalized solutions thanks to an unmatched distribution network.

Leading the European insurance market for individuals, professionals and SMEs, while building a focused, global asset management platform and pursuing opportunities in high potential markets.

Profitable Growth

Capital

Management

and Financial Optimization

Innovation

and Digital Transformation

DEVELOP GLOBAL ASSET

MANAGEMENT PLATFORM:

15%-20%earnings

CAGR 2018-2021

STRENGTHEN LEADERSHIP IN

EUROPE:

reinforce #1 market position10

FOCUS ON HIGH POTENTIAL

INSURANCE MARKETS:

15%-25%earnings CAGR

2018-2021 depending

on country/segment

REDUCE DEBT

LEVEL AND COST:

€ 1.5-2.0 billion debt reduction by 2021;

€ 70-140 millionreduction in annual gross interest expense by 2021 vs 2017

INCREASE CAPITAL

GENERATION:

> € 10.5billioncumulative capital generation 2019-2021

ENHANCE CASH

REMITTANCE

+35%cumulative cash remitted

to holding 2019-2021 compared to period 2016-2018

TRANSFORM AND DIGITALIZE

OPERATING MODEL

BECOME LIFETIME

PARTNER TO CUSTOMERS

ENABLE DIGITAL

TRANSFORMATION

OF DISTRIBUTION

about € 1 billiontotal investment in internal strategic initiatives 2019-2021

key enablers

which drive the

execution of

the strategy

Our

people

p. 41

p. 42

p. 46

p. 51

10. Based on IAS-IFRS gross written premiums in Europe at year-end 2017.

We, Generali

A strong brand

A continuos commitment to sustainability

p. 60

p. 61

11. 3 year CAGR; adjusted for impact of gains and losses related to acquisitions and disposals.

12. Due to the global spread of the pandemic in 2020, the Group's net result was affected by one-offs and impairments on investments, mainly in the first half of 2020, that led to a 2020 payout ratio of 120.2%. Consequently, the financial target on dividend growth mainly considered cumulative dividends, as the target on a payout ratio between 55% and 65% was to be considered as a guidance within the objective of steadily growing dividends.

13. Based on IFRS Equity excluding OCI and on total net result. The average RoE in 2019-2021 was equal to 10.7%.

Our performance, p. 79

Generali 2021

Financial Targets

EPS CAGR

range11

2018-2021

GROWING EARNINGS

PER SHARE

6%-8%

GROWING DIVIDEND12

€ 4.5 - € 5 bln

CUMULATIVE DIVIDENDS

2019-2021

HIGHER RETURN FOR SHAREHOLDERS

average returnon equity13

2019-2021

> 11.5%

ACHIEVED

7.6%

ACHIEVED

€ 4.52 bln

ACHIEVED

12.4% Roe 2019

ACHIEVED

12.1%Roe 2021

Impacted By Covid-19

andONE-OFF

7.7%Roe 2020

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

In light of a context still characterized by the persistence of the pandemic, we confirmed our strategy and commitment to be a Lifetime Partner to our customersalso in the year when the Generali 2021 strategic plan ended. That was thanks to three key factors:

resilience of our financial and operating performance sustained by a clear strategy, a focus on technical excellence and a high-quality, diversified business model;

increasing digitalization of our business model with a digital transformation of our sales networks and an effective adaptation of our organization to the new way of working;

far-sightedness of our core convictions underpinning the plan, which are today more relevant than ever and allowed us to capitalize on emerging opportunities in 2021.

In 2021 we pursued the implementation of our strategic initiatives with the aim of ensuring the achievement of the financial and non-financial targets of the three-year strategic plan. The approach adopted ensured engagement of both the corporate functions and the Group’s geographies throughout all the plan period. The strategic initiatives actively involved hundreds of colleagues worldwide, and their goal was to accompany the Group’s business units on their paths to meeting the goals of the plan, by promoting an agile and entrepreneurial work method.

As to monitor the execution of the strategy and share its progress, we continued to use the Group FastBoard tool, that summarises the performance of the key indicators functional for carrying out the Generali 2021 strategy.

The Communities of Practice represent one of the building blocks of our strategy. They promote a collaborative approach among colleagues, by removing any functional and geographical barriers; they share knowledge and work together also for the identification and scale-up of best practices in the Group. Thanks to their new way of working, based on collaboration and co-creation, they accelerate the implementation of innovative ideas in an inclusive environment, in full alignment with strategic initiatives.

Through the power of collaboration and sharing of innovative ideas and experiences among subject matter experts, the Communities of Experts are transforming our way of working and learning from one another, helping Generali in its ambition to become a Lifetime Partner to our customers all over the world.

We, Generali

Profitable growth

The core convictions underpinning the three-year plan were also reinforced in light of current trends. They offered us the opportunity to strengthen our leadership position in Europe and our presencein high potential markets through the disciplined execution of the strategy, to seize growth opportunities by leveraging business diversification in the core Life and P&C segments, and to continue to develop the Asset Management, while accelerating digital transformation.

We are well positioned to seize opportunities for profitable growth, with an overall insurance and financial offer that increasingly includes sustainable solutions. In the P&C segment, by leveraging excellent technical margins, with the lowest and the least volatile combined ratio among peers. In the Life segment, by increasing capital-light, unit-linked and health products as well as pension business in a context where the demand for such solutions and, in general, the awareness of the need for insurance protection increase. In the Asset Management segment, through a continuous improvement in distribution and products.

We defined rigorous and disciplined criteria for M&A transactions and identified three key strategic areas where acquisitions and partnerships could boost our existing offer. We were consistent with our strategic priorities and we successfully enhanced our leadership position in Europe and in selected high potential markets, effectively integrating acquired companies and creating incremental value through partnerships.

STRATEGIC PRIORITIES

* The transactions are subject to the approval of the Malaysian Minister of Finance and the Central Bank of Malaysia, expected in 2022.

** Agreements to become the majority shareholder in our joint ventures in India are subject to the approval of relevant regulators.

*** The agreement was signed in February 2022, following the exclusive negotiation with Crédit Agricole Assurances, announced in November 2021, and the consultation of the dedicated workers’ councils. The transaction is expected to close within 2022 and remains subject to the authorisation of the relevant antitrust and regulatory authorities.

ACQUISITIONS AND PARTNERSHIPS

ENHANCE ASSET MANAGEMENT CAPABILITIES

LUMYNA

leader company in the development of alternative UCITS (Undertaking for the Collective Investment of Transferable Securities) strategies

SYCOMORE

partnership to enrich the offering with innovative investment solutions, and to strengthen the focus and capabilities on sustainability and responsible investments for customers

KD SKLADI

a Slovenian mutual fund manager

UNION POLAND

a Polish asset management company

INCREASE SERVICE-BASED REVENUES

ADVANCECARE

a Portuguese service platform operating primarily in the healthcare sector, a leader in the management of medical service outsourcing

REINFORCE LEADERSHIP IN EUROPE AND HIGH POTENTIAL MARKETS

ADRIATIC SLOVENICA E CONCORDIA

to reinforce our presence in Central-eastern Europe

SEGURADORAS UNIDAS

to enhance our strategic positioning in Portugal

CATTOLICA

to strengthen our leadership position in Italy and Europe and to accelerate business diversification in favor of the Non-Life segment

AXA INSURANCE S.A.

to strengthen our leadership position in Greece. Extended its distribution agreement in place with ALPHA BANK, a partnership that is in line with the ambition to enhance the bancassurance channel in order to boost P&C sales in Greece

AXA AFFIN GENERAL INSURANCE BERHAD E AXA AFFIN LIFE INSURANCE BERHAD*

to enhance the strategic leadership in the P&C segment in Malaysia and to enter the Life insurance segment aiming at becoming among the main insurers of the country

FUTURE GENERALI INDIA INSURANCE E FUTURE GENERALI INDIA LIFE**

to enhance our presence in India, becoming the first player among international insurers to step-up to a majority stake in both our Indian insurance joint ventures since the new foreign ownership cap came into effect

LA MÉDICALE***

to strengthen health and protection lines and the overall P&C business in France

DEVELOP GLOBAL ASSET

MANAGEMENT PLATFORM

STRENGTHEN LEADERSHIP

IN EUROPE

FOCUS ON HIGH POTENTIAL

INSURANCE MARKETS

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Capital Management and Financial Optimization

REDUCE DEBT LEVEL AND COST

INCREASE CAPITAL GENERATION

ENHANCE CASH REMITTANCE

The implementation of our capital managementframework is fundamental to achieve our cash and capital targets. The framework provides risk-adjusted and return on equity metrics used as threshold of capital and M&A strategic choices. Our capital planning and monitoring process allowes us to measure cash remittances from the business units, also through a standardised assessment of the free excess capital that leverages our Internal Model and considers local limits and risk tolerance. Effective actions and governance structure allow to optimize cash and capital remittances among the holding and business units.

The Group has a solid capital position at both Group and major business units’ level, even under stress scenarios. Our solid solvency is supported by capital management actions and a consistent capital generation, driven by a resilient Life new business and an excellent P&C current year best estimate result measured according to Solvency II criteria.

We are consistent and effective in our cash centralization strategyby extending the participation to newly acquired entities and by enabling new levers to complete the centralized treasury model. This has translated into a greater discipline in cash management across the Group, as reflected in a higher and more stable cash position at Parent Company level.

Thanks to the initiatives undertaken through an active financial debt management approach, we reduced gross interest expense by € 203 million in the period 2017-2021, thus overachieving the target set in the Generali 2021 strategic plan for an amount between € 70 and € 140 million compared to 201727.

We reduced the financial debt by € 1.9 billion in the period 2018-2021. This result met the higher end of the financial debt reduction target that was set in the Generali 2021 strategic plan and ranged between € 1.5 and € 2.0 billion compared to the level at the end of 201814.

INTEREST EXPENSE REDUCTION - Gross of tax (€ mln)

plan baseline 2017

31/12/2021

FINANCIAL DEBT REDUCTION (€ bln)

plan baseline 2018

31/12/2021

673

11.5

470*

9.6*

* The Adriatic Slovenica subordinated debt was not included consistently with the Investor Day 2018 target definition. The subordinated debt of the companies of the Cattolica group and that of the € 500 million new Tier 2 issue in June 2021 to partially refinance 2022 maturities were excluded, too. Considering also these subordinated debts, the amount was € 10.7 billion.

** The € 1.9 billion reduction was made up of € 1.75 billion of nominal amount of bonds reimbursed and additional around € 150 million debt reduction related to FX hedges on GBP debt reimbursed.

* This amount excluded the gross interest expense on the € 500 million new Tier 2 issue in June 2021 to partially refinance 2022 maturities, and the gross interest expense on Adriatic Slovenica and companies of the Cattolica group subordinated debt. Considering also these gross interest expense, the amount was € 478 million.

14. The year is considered as the baseline for this indicator.

TARGET (€ 70 - € 140 mln by 2021) OVERACHIEVED

TARGET (€ 1.5 - € 2.0 bln by 2021) ACHIEVED**

We, Generali

We took a proactive approach aimed at rebalancing the debt maturity profile while optimizing our Solvency II position, in terms of capital quality. Our proactive financial debt management strategywas implemented through 4 key steps.

The maturity profile was significantly reshaped due to these transactions, thus avoiding peaks in specific years and with a longer average duration.

Through the issuance of two Green Bondsand a Sustainability Bond, we confirmed our focus and innovation on sustainability, that is part of our business model, as well as our commitment towards the achievement of environmental and sustainability targets.

The first green bond issuance by the Group, that also represented the first issuance by a European insurance company, was a Tier 2 green bond of € 750 million maturing in 2030; it attracted investors with order in excess of 3.6 times the offer. The second issuance, a Tier 2 green bond of € 600 million maturing in 2031, was highly appreciated by investors, too: it attracted an orderbook of more than 7 times the offer.

In June 2021, we issued our first sustainability Tier 2 bond of € 500 million maturing in 2032, which attracted an orderbook of € 2.2 billion during the placement phase.

All the aforementioned bonds were allocated for a significant amount to investors dedicated to the green and sustainable bond market or to highly diversified institutional investors willing to implement green and sustainable investment plans.

We illustrated the allocation of proceeds from the first and second issuance and presented an overview on the related impacts in the Group’s Green Bond Reports, published in November 2020 and September 2021, respectively. The content of both documents is in line with the Green Bond Framework and the Sustainability Bond Framework, respectively. The Sustainability Bond Framework extends the criteria for allocating proceeds to social categories.

The allocation of proceeds from the third issuance will be described in the Sustainability Bond Report, which will be published in 2022, and will follow what is defined in the Sustainability Bond Framework.

JANUARY 2019

SEPTEMBER 2019

JUNE 2021

JANUARY 2020

We announced the redemption of € 750 million subordinated debt. We replaced it with an issue

of only € 500 million subordinated debt,

thus reducing our external financial debt

by € 250 million.

We launched the first liability management transaction, followed by a second one in July 2020, in order to smoothen the 2022 maturity peak resulting in a more balanced debt profile. The first transaction led to € 250 million deleveraging while the second one was neutral in terms of outstanding debt, but it contributed to further reduce the refinancing risk.

We issued a new ten-year Tier 2 subordinated debt to partially refinance 2022 maturities.

There was the redemption of

€ 1.25 billion senior debt with

internal resources.

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Sustainability Bond Framework

In June 2021, Generali published its Sustainability Bond Framework, which represents an extension of the Green Bond Framework and therefore defines a new outline for the issuance of future Green Bonds, Social Bonds and Sustainability Bonds.

In line with the structure of the Green Bond Framework, the Sustainability Bond Framework was designed following 3 key principles:

simplicity: written clearly and unambiguously, it aims to be understood by both market professionals and the common reader of financial reports;

transparency: based as much as possible on independent evaluation criteria, it reduces the margin of subjective judgement of the Group regarding the selection and inclusion of the pool of eligible assets;

consistency: in line with the Group's investment and sustainability strategy, including green and social categories and selection criteria.

In capital management, we integrated sustainability principles in the implementation of alternative solutions for risk transfer, thus further underlining our commitment in promoting green finance solutions.

In June 2021, we entered into a multi-year reinsurance agreement fully collateralized by highly rated assets with Lion III Re DAC, an Irish special purpose company not consolidated by Generali, providing cover to a part of the Group potential catastrophic losses from windstorms in Europe and earthquakes in Italy over a four year period.

Lion III Re DAC, in turn, issued a single tranche of notes in an amount of € 200 million to fund its obligations under the reinsurance agreement, and the notes were placed with capital markets investors in a Rule 144A offering.

The demand from capital market investors allowed the protection to be provided us at a premium of 3.50% per annum on the € 200 million cover under the reinsurance agreement, which Lion III Re DAC will in turn pay to investors as a component of the interest paid on the notes. All or a portion of the interest amount and the principal payable in respect of the notes will be reduced in case of losses sustained by the Group due to windstorms in Europe or earthquakes in Italy, exceeding a predefined threshold for each peril.

www.generali.com/investors/debt-ratings/green-bond-framework to learn more about the Green Bond Reports and the Sustainability Bond Framework

15. Sustainalytics, an ESG firm, assessed the compliance of our Sustainability Bond Framework with Sustainability Bond Guidelines 2021, Green Bond Principles 2021 and Social Bond Principles 2021, issued by the International Capital Market Association (ICMA).

USE OF

PROCEEDS AND FUNDS

Green buildings

Renewable energy

Energy efficiency

Clean transportation

Sustainable water management

Recycling, re-use and waste management

Access to essential services/social infrastructure

Affordable housing

SME financing, socioeconomicadvancement and employment generation

Response to health and natural disaster crises

PROJECT EVALUATION AND SELECTION

Analysis of the green eligibility

Confirmation of eligibility and allocation decision by a new dedicated Committee, named Sustainability Bond Committee

MANAGING OFPROCEEDS AND FUNDS

Allocation according to the equivalence principle

Maximum 2-year look back period

Full allocation within 1-year on a best effort basis

REPORTING

Allocation report, including amounts per category and,if any, unallocated amounts

Impact report on a best effort basis subject to data availability

Annually until full allocation

Extension of financing activities.

Fully consistent with our Group sustainability strategy.

Second Party Opinion issued by Sustainalytics15.

FRAMEWORK

We, Generali

Lion III Re DAC transaction is the first catastrophe bondembedding innovative green features in accordance with our Green Insurance Linked Securities (ILS) Framework:

Generali's freed-up capital resulting from this transaction will be allocated to green projects;

the collateral will be invested into highly rated green notes issued by the European Bank for Reconstruction and Development (EBRD);

in 2022, investors will be provided with a dedicated reporting of the allocation of freed-up capital in eligible projects as well as with a EBRD reporting on its green projects portfolio. In addition, the primary service providers engaged have already shown commitment to a sustainability framework in their business activities.

Green Insurance Linked Securities

The Green Insurance Linked Securities (ILS) Framework, Generali published in February 2020, aims at defining a scheme for structuring alternative mechanisms for the transfer of insurance risk to institutional investors. The value of these instruments depends mainly on the probability that the insured events will occur, and the related return is uncorrelated with the financial market. Green ILS are characterised by the investment of collateral in assets with a positive environmental impact, and by the allocation of the transferred solvency capital to sustainable initiatives - like investments in green assets and support to the underwriting of green policies - according to predefined selection and exclusion criteria.

www.generali.com/our-responsibilities/our-commitment-to-the-environment-and-climate/green-financial-management

lion iii re dac

TRUST (COLLATERAL)

Notional invested i

n high-quality and liquid assets

INVESTORS

Premium

Interest + spread

Notional at due date

Recoverable

claims

Notional

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Innovation and Digital Transformation

TRANSFORM AND DIGITALIZE OPERATING MODEL

BECOME LIFETIME

PARTNER TO CUSTOMERS

ENABLE DIGITAL TRANSFORMATION OF DISTRIBUTION

Our ambition is to become a truly innovation-led, digitally-enabled, data-driven and agile organization to our people, our agents and our customers. Our goals are:

to become Lifetime Partner to our customers;

to support the digital transformation of the distribution network;

to transform our operating model with a view of greater digitalization.

The Generali Digital Strategyis the engine that powers and accelerates our journey towards becoming a true Lifetime Partner. It relies on five Digital Enablers, that trace the route to achieve our ambition and lie at the core of our efforts to transform and digitalise our operating model throughout our digital journey.

We continued in 2021 along the path started in the last years, developing further projects aimed at increasing the level of innovation and digitalization of the Group.

The Center of Excellence (CoE) on Smart Automation, an entity focused on boosting our digital strategy and providing centralised services, leverages the cutting-edge experience of several companies, a specific Community of Practice and a global team comprised by experts from various functional areas, who work together to define the priorities, identify the most relevant processes and highlight local success stories, sharing experiences and promoting strategic initiatives in different geographical areas.

The Center of Excellence (CoE) on Customer Relationship Management (CRM)provides support to all business units globally in 5 fundamental areas: implementing global or multi-divisional CRM projects, enhancing CRM skills in various areas, intensifying business alignment and that of IT organisations, reducing risk and increasing the quality of the release lifecycle and guiding the implementation of processes by sharing know-how, resources and tools.

The Innovation Fundis a fund created to provide economic and methodological support to the most innovative ideas. In 2021, the fund was structured as follows:

Early-Stage Engine to experiment promising ideas;

Acceleration Engine to finance highly innovative projects across all business units.

In its new configuration, the Innovation Fund financed over 100 new projects, some of which are contributing to a significant improvement in the level of innovation of the activities of numerous Group units, in all business lines.

16. Agile Organizationis intended not only as methodology of project implementation, but in its broadest sense of defining a complete digital path - a 360° experience - for our employees, an aspect increasingly relevant in these days.

AGILE ORGANIZATION16

BECOME A LEAN, FLEXIBLE AND FOCUSED ORGANISATION ON MOVING FASTER

INNOVATION

INSPIRE AND EQUIP TO EXPLOIT NEW BUSINESS OPPORTUNITIES

AND TECHNOLOGY

DATA, ANALYTICS & AI

GUIDE BUSINESS DECISION-MAKING AND ENHANCE COMPETITIVE ADVANTAGE THROUGH DATA, ANALYTICS AND ARTIFICIAL INTELLIGENCE

SMART AUTOMATION

ACCELERATE PROCESS AUTOMATION THANKS TO RE-ENGINEERING AND THE ADOPTION OF NEW TECHNOLOGIES

CUSTOMER RELATIONSHIP MANAGEMENT

TRANSFORM CUSTOMER JOURNEYS, EXPAND CUSTOMER KNOWLEDGE, AND IMPROVE TOUCHPOINTS, TRANSPARENCY AND INTERACTIONS

We, Generali

To achieve our strategic digital targets, also the analysis, enhancement and governance of data are increasingly rooted in the DNA of the Group's processes. At the end of 2019 we launched a program to accelerate the adoption of Advanced Analysis and Artificial Intelligence (AA&AI) techniques throughout the whole Group. This led to the development of over 200 initiatives, followed by a growing number of dedicated resources, which affect all the aspects of the insurance value chain with the aim to produce economic benefits both in terms of value generation and cost reduction: from effective and efficient management of claims also thanks to artificial intelligence applied to image analysis, to customised solutions, from fraud prevention to processes automation, with a view to enhance the experience of our customers, distributors and employees.

The formulations and analyses necessary to enrich customer relations are carried out - while guaranteeing anonymity - both by the single business units on their own and with the Group’s support through specific tools and skill sets.

The processes are constantly optimized thanks to a growing adoption of Smart Automation, which reduce the time required for operations and maximize the impact on the business with a convergent approach, collaboration and innovation, and lead to significant improvements in the company's operations and also the user’s experience.

Our commitment is now aimed at extending the success stories achieved in the digital and technological field by some of our companies to the entire Group, thus achieving economies of scale: teams of experts and dedicated centers of excellence guide this process and also rely on the strength of internal sharing consisting of the numerous Communities of Practice and Experts, which catalyze the interests of sector and business experts, making the sharing and orchestration of investments effective.

We want to be an Agile Organization - lean, flexible and empowered to move faster. Our new way of working aims at identifying and adopting methodologies and tools to accelerate the achievement of challenging Group targets. This is why we are accelerating convergence towards Agile standards and methodology as well as towards the technological tools required by the DevOps approach (a combination of software development and IT operations). Employees represent a key stakeholder of our Digital Strategy, therefore the digitalisation of their journey shows we care and reflects our commitment towards simplifying their daily activities, modernizing company processes and increasing their engagement.

In line with the 2019-2021 strategic plan, in order to accelerate our business transformation, in 2021 we invested about € 400 million in strategic initiatives, mainly addressed to operating transformation.

As for the European insurance business, the initial target of € 200 million in expense reduction, that was achieved already at year-end 2020 thanks to disciplined execution of savings and transformation initiatives, was increased to € 300 million. Throught new ways of working and external services optimization, we got additional savings, enabling us to reach the target at year-end 2021.

INVESTMENTS IN INTERNAL STRATEGIC INITIATIVES (2019-2021)

€ 1,224 mln

TARGET (€ 1 bln by 2021) OVERACHIEVED

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Become Lifetime Partner to customers

Our journey to achieve Generali 2021 continues. Every day, we work to bring our Group closer to our ambition of becoming a Lifetime Partner to our customers, thus fulfilling our purpose, i.e. to enable people to shape a safer future by caring for their lives and dreams.

We have a clear vision of what Generali will be and how to reach it, by changing our way of doing business through a cultural and operational transformation with eight Hallmarksand ourselves as a reference.

Our mission is to offer our customers a Human and Caring experience every time they interact with us. In 2021 we continued with the implementation of key initiatives such as the Welcome Call, the immediate resolution of requests, update notifications and Empathy training. Furthermore, to create more proximity with our customers, we have defined and implemented a holistic contact strategy, leveraging all channels. The contact actions were particularly important and appreciated by customers during the Covid-19 emergency.

The commitment is to write all our documents in clear, transparent and understandable language (B1 level, understood by 95% of the population). We have trained and certified people from all functions involved in drafting documents in all countries and we have a documentation rewrite plan addressed to customers. To date, more than half of the documents have been written in B1 language.

Our goal is to offer customized solutions that help customers every day of their life thanks to solutions enriched by a combination of value-added services such as prevention, protection, assistance. In 2021, we mapped all existing services in the Group. We conducted a research across 13 markets identifying which services are most important to customers. We have also implemented an innovative program in 10 markets to develop new services based on customer needs. We have embarked on a path of transformation by developing global guidelines to develop customer-oriented solutions, ensuring collaboration between the various functions starting from customer needs.

The focus of the activity was concentrated in 2021 on enriching the digital experience, starting from customers’ feedback. In this way, new functionalities have been identified and, partially already developed. These functionalities provide customers with more information, making them more autonomous and aware, therefore increasing their satisfaction. Work has also begun to extend digital services to the so-called conversational channels (WhatsApp, Messenger, etc.) in order to create an increasingly integrated and coherent ecosystem that allows the user to choose in total freedom and according to his preferences the channel thorugh which to interact with us.

HUMAN & CARING

EXPERIENCE

DIFFERENTIATING

VALUE PROPOSITIONS

B1 LANGUAGE

SEAMLESS OMNICHANNEL EXPERIENCE

17. The number of customers refers to all insurance entities, banks and pension funds (line-by-line consolidated entities, few insurance entities in Asia measured with the equity method where Generali has relevant shareholdings, and relevant direct B2C - Business to Consumer - business of Europ Assistance in some countries.

OUR CUSTOMERS17

67 mln

+1.6%

We, Generali

Enable digital transformation of distribution

Hallmarks to transform our agents in Lifetime Partners

87%19of consumers start their search online when they seek product or service information. That is why our first hallmark aspires to ensure all our agents have the necessary tools and know-how to support a strong and professional online presence, including social media.

Today our markets have an array of tech-enablers at their disposal ranging from a content sharing platform, to video creation platform, to a presence management solution. Our agents can easily share relevant health and lifestyle content with their customers and our customers can continue to converse with our agents using social.

A core ingredient to our success has been our Digital Sales Champions, who accelerated the Digital Visibility Hallmark in each market by providing tailored social media training and enabling our agents to continue to be Lifetime Partners to our clients.

In 2021, our global guidelines to push the digitalisation of the customer experience and facilitate the sale of Generali products were consolidated and implemented in 7 pilot markets, leading to both an increase in the effectiveness and efficiency of marketing campaigns. To further accelerate this transformation, a global monitoring dashboard with key performance indicators was created and it is now active across all markets. The commercial focus on digital channels remained high both through the activation of advertising campaigns aimed at collecting contacts from potential customers and the sending of automatic e-mails to facilitate appointments with agents.

Our 173 thousand agents are the human faces of our company, they serve, advise and tailor solutions to our customers with passion and dedication. 81%20of customers are seeking professional advise on insurance, risks & finance and they want it to be personalized to their specific needs also covering prevention, protection and assistance.

The goal of our distributors is to become Lifetime Partners to our customers leveraging on a needs’-analysis process together with a 360° view of customer data to advise customers and find the best solutions for changing needs and lifestyles. Products and services will be modular and will allow for a high level of personalization. Our agents and sales managers will benefit from behavioral training, digital tools, advisory incentives and agent contact strategy to nurture long-term meaningful relationships.

We want to be a sustainable Group. We want to be efficient. We want to increase productivity. Part of this means providing an increasingly remote digital experience in order to reduce the use of paper documents as well as eliminate operational complexity and waste (e.g. printing, filing, missing data and travels).

99% of our agents already have the necessary tools (e.g. e-signature, e-payment, video & co-browsing) and know-how to sell remote digital policies.

DIGITAL VISIBILITY

MANAGEMENT OF

GENERATED LEADS

PAPERLESS

NEEDS’-BASED ADVISORY

18. The number of customers refers to all insurance entities, banks and pension funds (line-by-line consolidated entities, few insurance entities in Asia measured with the equity method where Generali has relevant shareholdings, and relevant direct B2C - Business to Consumer - business of Europ Assistance in some countries.

19. Source: Salesforce and Publicis.Sapient research.

20. Source: Epiphany, RNPS research.

OUR AGENTS18

173 thousand

+4.5%

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Transform and digitalize operating model

The digital transformationof the operational model is systemic.

In Generali, it passes through the revision and radical reappraisal of processes, informatic systems, procedures and rolesof the entire Group structure.

We are redesigning the processes using the design thinking methodology, including both experts of the sector and those directly involved and leveraging the new automation technologies. We are developing Artificial Intelligence technology-based tools; we are introducing new tools to manage customer relations in mobility or, whenever possible, digitally, and we are creating innovative products based on data generated by Internet of Things sensors.

We also believe that it is necessary to adapt and expand knowledge and skillsof our people. The GPeople 2021 strategy is planning a specific training programme for reskilling and upskilling involving most of our employees through online learning tools and high-level training courses enabling to acquire and develop unique digital skills in the industrial landscape, so that they can perform activities with more effective tools while relying on information and records generated by advanced analysis and intelligent process automation systems.

Digital transformation also has a significant external impact, first and foremost on the offer to our customers and in the experience of our agents.

We undertake to create and consolidate digital access pointsable to guarantee the use of information and services coupled with a rich, simple and quick experience using many digital channels.

We are also continuing down our technology observation and testingjourney to support the digitalisation of the operating model and ecosystem in which we operate. New platforms, automation tools, automatic image analysis tools and biometric technologies are allowing processes, even those that are highly complex, involving the Group’s customers, partners and companies to be transformed.

Our people, p. 53

We, Generali

Each priority is supported by Group and local initiatives, which are monitored based on defined targets.

Such priorities and initiatives have played a key role in preparing the Group to face the Covid-19 outbreak and the following, challenging scenario for our people and communities in 2020 and 2021. Even remotely, GPeople2021 initiatives were delivered and other initiatives, like MAP2TheNew, were added to those already planned with the aim of further supporting our people in the new way of working.

The Group has a framework for the assessment and management of operational risksinspired by international best practices and consistent with the requirements of the Solvency II directive. As part of the assessment conducted by the Group companies every year, the risks that could impact areas concerning our people were identified and precisely analysed, and the initiatives implemented with a view to mitigating such risks were evaluated. The areas of analysis regarded the following specific categories:

employment relationships, with a particular focus on matters relating to key people and business ethics;

safety at work;

discrimination, diversity and inclusion;

new skills and competences for the execution of the Group strategy.

The assessment was confirmed as satisfactory, also in light of the initiatives implemented within the GPeople 2021 and the centrality of our people within the Group strategy.

In 2018 we developed the Generali People Strategy, GPeople 2021, that is focused on five priorities:

The increase in the numeber of our people was mainly due to the acquisition of the companies of the Cattolica group.

People in the Group work every day to deliver the ambition to become a Lifetime Partner to our customers.

THREE ENABLERS DRIVING THE GENERALI STRATEGY

OUR

PEOPLE

OUR PEOPLE

74,621

+2.7%

WOMEN

51.4%

+0.4 p.p.

MEN

48.6%

-0.4 p.p.

Foster a customer-centric, inclusive and open culture

Build and evolve key skillsfor the digital age

Grow global and diverse leadersand talents

Reward excellenceand sustainable value creation

Become a simple, agile and efficient organization

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

In 2021, we continued to deliver Behaviours Digital Experience, an e-learning course aiming at understanding and adopting such behaviours. More than 44,400 employees completed the course. We continued to deliver also the Behaviours in action experience, training more than 44,000 employees. The initiative was converted in virtual, named LTP Behaviour Webinars, to cope with the restrictions imposed by the global pandemic, allowing our people to still experience the four behaviours.

MANAGERIAL ACCELERATION PROGRAM (MAP) AND MAP2THENEW

In 2017, we launched the Managerial Acceleration Program (MAP), dedicated to all people managers of the Group. It is based on the eight principles of the Generali Empowerment Manifesto (GEM) and it aims to encourage a people empowerment-based managerial culture. Updated in 2019 to be in line with Generali 2021, it remains the reference point for new hired and new people managers.

In 2021, the pandemic led to an evolution of our way of working, including a different managerial approach that would help to outline a new hybrid working model and ensure that we can get the best out of the physical as well as the virtual environment. With this ambition in mind, MAP2theNewwas launched, the new managerial training program based on the Generali culture’s pillars, i.e. Lifetime Partner Behaviours and Generali Empowerment Manifesto principles. It aims to offer competences to more than 8.000 Group managers to lead their team in a hybrid work environment. The course follows MAP and is spread through all the countries where we operate.

01. Foster a customer-centric, inclusive and open culture

LIFETIME PARTNER - BEHAVIOURS

As to promote a culture of innovation and become a Lifetime Partner to our customers, the adoption of four behavioursin everything that we do is still key.

CUSTOMERS

OWNERSHIP

Act with proactivity and passion for excellent performance

SIMPLIFICATION

Make things simple, adapt quickly and take smart decisions

HUMAN TOUCH

Partner with others, showing empathy and team spirit

INNOVATION

Embrace differences to make innovation happen

We, Generali

We want to accelerate towards excellence, leveraging our strengths and acting quickly upon our main opportunities for improvement. Three global priorities were identified on the basis of the results achieved:

equip our people and managers to lead the way for smart habits and well-being for the Next Normal;

ensure a diverse, equitable and inclusive workplace;

accelerate process simplification and speed of execution.

DIVERSITY & INCLUSION STRATEGY

The Group has further enhanced the promotion of an inclusive environment and organisation culture, which values all diversities. Inclusion is a key factor to create value for employees and customers, particularly in times of social and economic challenges. Our strategy, based on four priorities - gender, generations, culture and inclusion- can rely on global and local plans. Thanks to the Group Diversity and Inclusion Index (D&I Index), in 2021 we continued to monitor progress compared to the Group ambitions that were set.

The improvement in the D&I Index to 115% was thanks to good results confirmed from some key Group projects that are focused on increasing the percentage of female managers and young talents as well as the involvement of employees in upskilling and reskilling programmes. The increase in the number of organizational entities that introduced smart working policies and action plans on disabilities was extremely positive, too.

GENERALI GLOBAL ENGAGEMENT SURVEY

As to measure and promote the engagement of our people, in October 2021 we carried out the fourth edition of the Generali Global Engagement Survey, a managerial tool for continuous improvement.

RESPONSE RATE21

89%

0 p.p. vs 2019

D&I INDEX22

115%

+9 p.p.

+62,000

EMPLOYEES

+180

ORGANIZATIONAL ENTITIES

+36,400

OPEN COMMENTS RECEIVED

21. The indicator also includes other than consolidated line-by-line companies. The market benchmark refers to the European HQ Financial Services Norm by Willis Towers Watson.

22. The index refers to companies, that can be also other than consolidated line-by-line, where the priorities forming the index itself are measured. It excludes companies of the Cattolica group.

ENGAGEMENT RATE21

83%

+1 p.p. vs 2019

+1 p.p. vs market benchmark

MORE THAN 8 OUT OF 10 FEEL ENGAGED

TARGET (> market benchmark) OVERACHIEVED

The engagement score is based on the average percentage of favourable responses collected, based on the following questions:

I strongly believe in the goals

and objectives of my Company

I am proud to work for the

Generali Group

I am willing to work beyond what is required

to help my Company succeed

86%

73%

87%

85%

81%

88%

favourable responses

I fully support the Values for which the Generali Group stands

I would recommend the Generali Group as a place to work

My Company inspires me

to do my best work

TARGET (100% by 2021) OVERACHIEVED

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

GENDER

Aiming at further improving the presence of women in senior leadership positions and in succession plans, we completed the Lioness Acceleration Program, an 18-month journey for female senior managers that was made up of mentoring and coaching activities and insights on leadership issues, by a panel of international experts.

As to enhancing the presence of women in managerial positions, Elevate Circleswere launched, which consist in small-group coaching programs lasting six months aimed at consolidating the executive presence of our female managers.

These programmes at Group level were complemented by about 100 actions launched at local level, such as women mentoring and STEM women recruitment programmes.

In October 2021, Generali signed the The Women’s Forum CEO Champions Commitments, confirming our commitment in favor of gender equality.

CULTURE

In order to foster and sustain the Group’s transformation, by attracting and including people with different backgrounds and innovative skills, we strengthened our upskilling and reskilling programmesenabling people to enhance business, digital and behavioral skills to continue to grow in the digital age. There are many opportunities to activate international and cross-functional projects also in virtual mode, which has become even more in use especially during the pandemic and allows us to further foster the global mindset needed to embrace diversities.

GENERATIONS

In order to ensure the balance among the different generations in our Group, we focused on identifying and retaining young talents and on engaging senior employees. Future Ownersis a program launched in 2020 with the aim of identifying and retaining professionals with maximum 6/7 years of experience. In 2021 the programme focused on their development through training, mentoring, networking and international and cross-functional projects, thus ensuring new perspectives, openness and growth. With regard to senior employees, a number of programmes were launched at local level including, for instance, orientation interviews and talent senior programmes.

INCLUSION

With a view to promoting a mindset and behaviors that value differences, in 2021 we added a second module within the Conscious inclusion rapid learning series, a program available to all employees on We LEARN aimed at increasing awareness of unconscious bias that affect decision-making processes.

As for disabilities, we continued to set local action plans to concretely promote the inclusion of people with disabilities. DiverseAbilities, the first information campaign on disabilities, was also launched, with the aim of raising awareness among all employees about creating a work environment that values people for their strengths, offering all colleagues with disabilities the opportunity to best express their potential.

Significant progress was made in the inclusion of the LGBTQI+world. In addition to the important outreach work carried out by WeProud, the first LGBTQI+ Employee Resource Group established in 2020, which has almost 900 members, three training modules on this issue were made available on We LEARN.

www.generali.com/work-with-us/Get-to-know-us/diversity-and-inclusionfor further information on diversity and inclusion

We, Generali

The results aggregated at Group level showed that females’ median base salary for comparable roles was -1.8% than the males’ one (equal pay gap), whereas, in terms of gender pay gap, the evidence for the entire organization was set at -14.9%. In terms of total compensation, the accessibility gap to variable remuneration between females and males was -4.3%.

Based on the results of the analyses, all the countries and business units will continue developing specific mitigation actionsat local level, with the aim to structurally reduce the gender pay gap and support our ambition to achieve an equal pay gap towards zero in the next strategic cycle 2022-2024. The mitigation actions include initiative aimed to positively impact on gender balance and pay equity, both at local level and linked to the Group’s strategy on diversity and inclusion. Among the others, the following initiatives can be mentioned: the review of hiring processes; female career’s acceleration programmes; mentoring and sponsorship programmes; outreach on diversity and unconscious bias.

With the aim to support countries and business units in this journey, a yearly monitoring recurrent process has been introduced in order to assess improvements across the entire organization and impact of the mitigation actions.

02. Build and evolve key skills for the transformation

The trends of the sector, new technologies and the ambition to become a Lifetime Partner to our customers require the development of new skills. We are equipping our people with the skills to continue to grow and make the difference in the new digital age as well as to support strategic business priorities, adapting to the new context with agility and resilience, thus defining a customized training path, created on the basis of specific individual needs.

In order to define the Group's training strategies and to identify in advance how the roles and skills of the future will evolve, a methodology for detecting training needs, a data infrastructure and an operating model were developed and spread across the Group. On the one hand, they help identify the roles and skills most widely exposed to change (leveraging main trends, market evidence and business priorities) and, on the other one, they help establish and implement the initiatives to bridge the personnel training gap, consistently with the strategy.

The extensive Group’s reskilling programme called We LEARN, that was launched in November 2019, equips all employees with the new business, digital and behavioral skills that are needed to keep growing in the digital age, succeed in the future market context and support the Group’s strategic priorities.

Report on remuneration policy and payments for further details

23. It is the percentage difference between females’ and males’ median base salary for comparable roles (belonging to the same job family and organizational level). The indicator refers to about 80% of the total of our people, excluding employees belonging to the companies of the Cattolica group.

24. It is the percentage difference between females’ and males’ median base salary across the entire organization, regardless of the roles. The indicator refers to about 80% of the total of our people, excluding employees belonging to the companies of the Cattolica group.

25. It is the difference in percentage between the accessibility rate to variable remuneration of females and males. The indicator refers to about 80% of the total of our people, excluding employees belonging to the companies of the Cattolica group.

26. The indicator also includes employees in some companies other than consolidated line-by-line; it excludes employees belonging to the companies of the Cattolica group.

RESKILLED EMPLOYEES26

68%

+ 16 p.p.

EQUAL PAY GAP23

-1.8%

+1.0 p.p.

GENDER PAY GAP24

-14.9%

-1.0 p.p.

ACCESSIBILITY GAP TO VARIABLE REMUNERATION BETWEEN FEMALES AND MALES25

-4.3%

+0.8 p.p.

In order to promote a culture based on gender balance and pay equity, in 2020 specific analyses were also carried out at local level applying a Group common methodology. In 2021, analyses focused on pay equity in terms of gender pay gap for comparable roles (equal pay gap) and on gender balance in terms of gender pay gap across the entire organization, regardless of roles (gender pay gap).

TARGET (50% by 2021) OVERACHIEVED

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

The programme includes three training components, the content of which is under continuous evolution:

Foundation courses

Basic training pills for all employees to create awareness on key strategic topics (as part of the new strategic plan, strategic training campaigns will be launched on content relevant to our near future, such as the one on Sustainability, which will disseminate the basic concepts and the most advanced tools to face global environmental challenges, and their economic and social impacts);

New Skills for Evolving Roles

Digital and classroom courses combined with remote coaching and self-learning, that are aimed at spreading new skills relevant to employees in their current role to face the new market challenges (e.g. Customer Service, Data Analytics and hybrid working modes). Employees can also leverage skill assessments - voluntary and non-performance assessments - that are available for specific skills;

New Role Schools

Highly specialized mini-masters, developed in partnership with prestigious external suppliers, that are dedicated to specific Group roles identified over time on the basis of business needs. They aim at creating new professions internally to support strategic objectives in the various business areas where the impact of innovation and digital transformation is growing (e.g. Data Scientist, Actuary of the Future, Smart Automation Expert, etc.).

These training initiatives are born from a strong collaboration between the Group Academy and the Group business units. They also leverage a network of more than 500 internal experts involved to provide content, develop learning objects (e.g. videos and interviews) and lead classes, in addition to collaboration with important external suppliers. More than 90 We LEARN Champions, ambassadors spread across 50 countries and business units, support participation and engagement in the training through activation initiatives and Group learning sessions.

To ensure a common learning experience, the We LEARN platform - successfully realised in more than 40 countries - is based on best of breed cloud technology solutions and aims to deliver Group designed contents to employees enabling full coverage of different training types and emerging technologies (e.g. playlists, communities and external and customized digital training offers). The platform offers automatic content assignment features to simplify learning managers’ daily activities and advanced reporting tools to easily monitor real time targets achievements. We LEARN is key to meet the Group’s reskilling ambition, but it is also a strategic asset opened to address country-specific training needs.

In addition to the platform, the We LEARN Mobile Appwas launched, a flexible, customizable and easy-to-use application that allows employees to deliver contents at any time and in any place. The App is available in multiple languages and allows to download courses and complete them offline and to interrupt the training and then resume it from the exact point of interruption on any platform (desktop and mobile).

In the current context, training on digital and transformation skills is even more strategic and a priority for the Group; for this reason, the training effort through We LEARN was accelerated and the scope of employees involved in each course increased.

Considered the overall training available to Group’s employees, 100% of them (+0.6 p.p.), excluding those belonging to the companies of the Cattolica group, were involved in at least one training programme.

AVERAGE TRAINING HOURS PER CAPITA

34.2

+0.2%

TRAINING INVESTMENT

€ 56.9 mln

-3.2%

We, Generali

Focus on digital innovation and transformations underway in the current context have led to a deep renewal of the Group’s training activities. Training has been focused on digital transformation skills and re-organized, in particular through virtual classes and digital modules, more flexible and leaner than in presence courses. These changes have led to an increase in the number of trained employees.

In 2021, our employees were able to make use of remote training tools even more extensively than in 2020, leveraging the We LEARN platform, virtual classrooms and digital courses already available, developed during 2020.

We are aware of the added value of in presence courses (greater interactions with trainers, socialization among participants, creative moments etc.), our goal is to adopt a hybrid learning approach, which combines digital teaching materials and opportunities for virtual and in presence interaction, which apply the traditional methods typical of in presence courses, to then be able to gradually re-activate - when the pandemic context permits - the delivery of in presence courses, guaranteeing the total safety of the participants.

03. Grow global and diverse leaders and talents

To execute our strategy, we strongly need effective leaders and promising talents, and this is why we are continuously investing in their development. Being a Lifetime Partner leader requires new skills, a strong global mindset, excellent performance and the possibility to nurture and grow the individual potential.

We work with the whole pool of Group talents and senior leaders to support them in driving people and organizations to success with the following initiatives:

GLG WEBINAR SERIES- Lead.Care.Empower - GLGs in the Next Normal, Group Leadership Training focused on leadership skills needed to drive teams and organization in the new, hybrid scenario and to support the delivery of strategic objectives. The programme has been delivered fully virtually and designed in partnership with London Business School, to ensure consistency with the previous editions. 200 leaders have participated, divided in 4 cohorts, following three training modules complemented by individual and group activities, for 12 hours;

GLOBAL MENTORING PROGRAM, 4thedition, fully virtual, of the Global Mentoring Program, that has matched 80 GLG with 80 Group Talent Managers. The program is designed as a yearly journey to develop leadership skills of managers, for 14 hours;

CONNECT&ENGAGE - Global Virtual Event, first even exclusively dedicated to the community of Group Talent Senior Managers. 3 hours together with 250 colleagues with the participation of Group leaders and external speakers with the aim of aligning the senior managers on key strategic topics and drive the cultural transformation required by the Next Normal;

WEBINAR SERIES-Lead to the Next, first development program designed for the Group Talent Managers. 18 hours of virtual classroom with renowned speakers, innovative group activities facilitated by international coaches, to deepen managerial challenges and support 200 Group Talent Manager in the transition toward a hybrid work model and to the Next Normal;

FUTURE OWNERS VIRTUAL LEADERSHIP PROGRAM, first development initiative for 265 Future Owners, designed in partnership with INSEAD Business School. 3 modules guided by INSEAD faculty on key topics to support the growth of the leaders of the future, 5 virtual classrooms and an online support through the We LEARN platform, for 16 hours in total;

WeGROW, global initiative launched in April 2021 and designed for Group Talents (more than 750 enrolled in 2021). The aim is to accelerate their growth as future Generali leaders, through diverse professional experiences, empowering them to take ownership of their career development. In order to promote international and cross-functional experiences, Group Talents have access to a platform where they can transparently view and apply to open positions and projects at global level;

SUSTAIN AND GROW, initiative targeted to Future Owners in collaboration with The Human Safety Net. Young talents had the opportunity to participate in 5 sustainability projects, developing key competences outside of their comfort zones, while contributing to support some of the local communities where Generali operates. For 6 months, Future Owners worked in international teams, supported by Groups senior leaders and CEOs.

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

04. Reward excellence and sustainable value creation

Our ambition is to foster a meritocratic environment, where the performance of our people is recognised and rewarded. This is possible through our Group Reward Strategy, which encourages alignment with the strategic objectives and the participation of all our people in the value creation process. Therefore, in 2019 we developed and launched We SHARE, the first share plan of its kind for Group employees, with the goal of involving the highest number of people around the world to become Generali shareholders, achieving the participation of 21,430 colleagues, with a participation rate of 35.3%.

Moreover, we launched the We SHARE app, an innovative digital platform dedicated to the colleagues who joined the plan. The app has been designed to keep participants informed throughout the three years of the plan, to provide a dedicated financial education program, updates about Generali world, Generali 2021 strategic initiatives as well as the outcome of the We SHARE donations to The Human Safety Net Foundation (more than €420,000 thanks to donations connected to the plan by participants and Generali) that made possible a financial education project for parents of vulnerable families in collaboration with UNICEF.

05. Become a simple, agile and efficient organization

Within this context, 100% of the Group’s organizational entities adopted smart working through dedicated policies. This approach made it possible to test the new way of working, which is increasingly strategic for the future, with broader intensity and yet confirming Generali’s ambition to continue investing and committing to smart working.

We relied on this way of working also to safeguard the health and safety of our people during the emergency context linked to the Covid-19 pandemic. 2021 Generali Global Engagement Survey has confirmed positive answers with reference to remote working (45% of respondents think that the team performance has increased while working remotely and 46% believes it stayed stable) and hybrid working model (9 out of 10 respondents feel ready to work in a hybrid work setting).

Due to the unprecedented emergency situation which did not allow meetings in presence, during 2020 we experimented alternative ways of interaction with the European workers representatives also thanks to the digital communication channels provided by the company which ensured the continuity of the social dialogue even remotely.

Confirming the centrality of people in our strategy, we held 9 meetings in virtual mode with the European Works Council(EWC), the representative body for Group EU employees, at the permanent forum dedicated to social dialogue. Due to the unprecedented emergency situation which did not allow meetings in presence, also during 2021 we continued relying on alternative ways of interaction with the European workers representatives, also thanks to the digital communication channels provided by the company which ensured the continuity of the social dialogue even remotely.

A Joint Declaration was also defined with the EWC to face the emergency caused by the pandemic situation. This Declaration sets out a number of common principles that can inspire the local parties to take actions to protect employees and to cushion the consequences of a crisis such as that caused by Covid-19.

In line with the new strategic plan and in coherence with the new business priorities, in 2021 we have developed a new Generali People Strategy, that will define people priorities and key initiatives in the timeframe 2022-2024.

The new Generali People Strategy has been defined through a co-creation process, involving also virtually hundreds of colleagues around the world, across all Business Units and at different organizational levels.

With the ultimate objective to support the new strategy through the implementation of the Next Normal in Generali, the following priorities have been defined:

Enhance a Lifetime Partner, sustainable and meritocratic culture;

Build a more diverse work environment ensuring equal opportunities & inclusion;

Invest in business & digital skills to drive growth and boost our people impact;

Enable an effective organization embracing a sustainable hybrid work model rooted in digital.

These priorities will be delivered through dedicated global and local initiatives, together with clear and constantly monitored KPIs, in line with our strategic plan Lifetime Partner 24.

www.generali.com/our-responsibilities/Generali-people-strategy/European_Works_Councilfor further information

27. They are organizational entities where, in accordance with local laws and regulations, it is possible to adopt smart working through the application of a dedicated policy. The indicator also includes other than consolidated line-by-line companies. In 2021, it scoped-out MPI Generali Insurans Berhad (MPI Generali), a Malaysian company. Local management focused on the completion of the acquisition of the remaining share of MPI Generali da Multi-Purpose Capital Holdings Berhad (MPHB Capital), a joint venture partner in Malaysia. The transaction is still subject to approval of the Malaysian Minister of Finance and the Central Bank of Malaysia.

ORGANIZATIONAL ENTITIES WITH A SMART WORKING POLICY IN PLACE27

100%

+17 p.p.

TARGET (100% by 2021) ACHIEVED

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Building a strong brand is one of the fundamental pillars in the Generali 2021 strategy.

We have continued to strengthen it over time with the aim of becoming the first choice in the Relationship Net Promoter Score (NPS) among our European international peers by 2021.

We increased our Relationship NPS, by focusing on the following actions:

reach out to mono-product customers;

enriching our products with wide range (450+) of services;

simplifying our documents, rewriting more than 6,000 documents;

offering digital tools to customers, driving adoption & usage;

injecting our human touchthroughout the customer experience;

enabling our agents to sell remotely;

Global Brand campaign in 19 countries projecting a confident, likable Generali brand and positively impacting the brand preference, that increased from 8% in 1Q2019 to 10% in 4Q2021.

For the first time in Generali’s 190-year history, we have projected ourselves as a unified and unique global brand. A brand that takes pride in what it stands for: empathy, care and innovation. All brought to life in a campaign with the Reditude- with the heart, soul and pulse - to break the norms of the industry.

Thanks to dynamic creative and an innovative marketing mix, the campaign was a resounding success.

In 2021, digital accounted for 45% of total media investments, making Generali the most digitally focused insurer in each of our 19 markets where the campaign ran.

A strategy that led to impressive results. We generated 37.2 million clicks, encouraging more people than ever to visit our website and find out all about us. And we created 2.6 million leads, of which 9.3% were converted into new customers: that’s the best conversion rate in our industry. Finally, preference grew globally to 10% in 4Q2021, meaning that more than 1 in 10 people would choose Generali as their preferred insurance provider for the next purchase.

The most important business benefit for us is that we have significantly increased the promoters and reduced the detractors. Promoters bring value and growth to the Group, therefore also for the future our goal is to keep the same dynamic, positive growth trend.

Innovation and digital transformation, p. 48

A strong brand

28. The target audience span 21 markets where we operate under the Generali brand in Europe, Asia and Argentina.

CHANGE IN RELATIONSHIP NPS28

+14.2

vs 1Q2019

TARGET ACHIEVED (by 2021)

We, Generali

Our commitment to sustainability is the third fundamental pillar of Generali 2021, and refers to the creation of long-term value for our stakeholders: not only shareholders, investors and customers, but also employees, suppliers, the environment, local communities and society in general.

The identified goals are tied to our core business activities and to our commitment to communities. By the end of 2021 we undertake to:

increase premiums from environmental and social products by 7-9%;

allocate € 4.5 billion to new green and sustainable investments.

We continue to execute our Strategy on Climate Change, updated to June 2021, committing ourselves to promote the development of the more sustainable economy, through:

Decarbonisation of the investment portfolio

reduction of greenhouse gas emissions associated with direct operations

Decarbonisation of the insurance portfolio

A continuous commitment to sustainability

www.generali.com/our-responsibilities/our-commitment-to-the-environment-and-climatefor further information on the measures, described in the technical note, that define the methods to manage the strategy in the Group’s fundamental activities

29. The indicator refers to direct premiums from property and engineering (including marine) coverage for coal activities related to companies of the coal sector and/or from the underwriting of risks related to oil and gas exploration/extraction if not marginal compared to the customer's main activity.

OBJECTIVES AND METRICS TO MITIGATE RISKS

2021 RESULTS

In July 2021, the Group took part in the Net-Zero Insurance Alliance, as a founding member together with seven other world-leading (re)insurance companies. The Alliance includes among its objectives the commitment to transition insurance and reinsurance portfolios to net-zero greenhouse gas emissions by 2050.

Exclusion of underwriting risks associated with coal, gas and oil exploration and extraction - conventional and unconventional - as well as those associated with the construction of new coal-fired power plants, the coverage for existing coal-fired power plants of new customers and for the construction of new coal mines.

Gradual reduction in the exposure to the thermal coal sector, in order to reach zero exposure in OECD countries by 2030 and in the rest of the world by 2038.

Promotion of a just transition of the insurance portfolio to reach climate neutrality by 2050.

Gradual decarbonization of the investment portfolio to reach climate neutrality by 2050 :

25% reduction in carbon footprint of listed equities and corporate bonds portfolios against 2019 as baseline by 2024, also through the engagement of 20 carbon-intensive investees in our portfolio;

Alignment of at least 30% real estate portfolio with the global warming trajectory of 1.5°C.

Gradual reduction in the exposure of the investment portfolio to the thermal coal sector, in order to reach zero exposure in OECD countries by 2030 and in the rest of the world by 2040.

The carbon footprint of our direct general account investments in listed equities and corporate bonds, in terms of carbon intensity (EVIC), decreased by 11.7% compared to 2020 (-29.6% in 2019-2021 period). This result supports our commitment - that is in line with the commitment of the Net-Zero Asset Owner Alliance- to the achievement of the long-term goal on the decarbonization of the investment portfolio to reach carbon neutrality by 2050.

We are constantly reducing our residual investments in the coal sector.

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Group’s financial positiion, p. 91

In 2021, we further reduced our exposure to the coal sector. As for underwriting, the exposure is therefore to three customers. Total exposure is confirmed to four companies, if the investment portfolio exposure is considered.

Within the activities carried out in the last year, we observed credible transition plans implemented and announced publicly or during meetings with us. In some cases, the acceleration of these plans is a direct consequence of Generali's commitment to stakeholder engagement.

Engagement for a just transition of the four companies of the coal sector operating in heavily coal-dependent countries, where the Generali Group has a primary presence as an investor and/or insurer.

When engagement activities started in 2018, there were eight companies involved. Since then, missing or inadequate credible transition plans have led Generali to break up with some of these companies, in line with the Group Strategy on Climate Change. Engagement activities are therefore focusing only on counterparts with whom a constructive and constant dialogue is underway, projected to implement concrete decarbonization plans.

Our exposure to fossil fuel sector continued to decrease. There were no new customers and no coverage for the construction of new coal mines or coal-fired power plants.

INSURANCE EXPOSURE TO FOSSIL FUEL SECTOR29

< 0,1% of P&C premiums

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

OBJECTIVES AND METRICS TO REDUCE THE IMPACT OF OUR DIRECT OPERATIONS

2021 RESULTS

Continuous monitoring of the main GHG emissions from the Group employees’ operations.

In line with the best practice from the Science Based Target Initiative, we are committed to the reduction in the GHG emissions related to offices, data centres and company car fleet by at least 25% against 201931as baseline by 2025.

Sharp reduction as a result of the so-called Next Normal that led to space optimization, energy efficiency interventions, a further increase in renewable energy purchased, a reduction in business trips thanks to the implementation of new digital tools.

TOTAL GHG EMISSIONS30

(Scope 1 and Scope 2) included in the reduction targets

33,964 tCO2e

-21.0% vs base year 2019

Purchase of 100% renewable energy, wherever possible.

RENEWABLE ENERGY PURCHASED32

91.5%

+2.1 p.p. vs base year 2019

30. GHG emissions are calculated according to GHG Protocol - Corporate Accounting and Reporting Standard (market-based method). They are from operating activities by the employees working in offices managed by the Group in Italy, Germany, France, Czech Republic, Austria, Spain, Switzerland, Argentina, Poland, Hungary, Serbia and Slovakia, and equal to 52.7% of the total of our people, excluding employees belonging to the companies of the Cattolica group. The scope includes five new countries compared to 2020. The calculation includes CO2, CH4and N2O for combustion processes and all climate-altering gases reported in the IPCC AR4 for other emissions (long-lived greenhouse gases - LLGHGs). Total emissions are calculated according to the location-based method; their trend is available at generali.com.

31. The objective refers to the emissions of Scope 1 and Scope 2 calculated according to the market-based method.

32. The scope for renewable energy purchased is equal to that for GHG emissions.

33. New investments refer to the difference between new purchases, sales and maturities of securities in the portfolio.

OBJECTIVES AND METRICS TO SEIZE OPPORTUNITIES

2021 RESULTS

€ 4.5 bln in new green and sustainable investments (2018-2021).

€ 8.5 - € 9.5 billion in new green and sustainable investments (2021-2025)33.

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Group’s financial position, p. 91

Placement of the first Sustainability Bond, to finance/refinance Eligible Sustainability Projects, mainly in the green sector.

Issuance of the first catastrophe bond embedding innovative green features.

Sustainable finance.

Capital management and financial optimization p. 44

NEW GREEN AND SUSTAINABLE INVESTMENTS (2021-2025)

€ 2,537 mln

Increase in premiums from environmental products.

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Group’s performance, p. 82

PREMIUMS FROM ENVIRONMENTAL PRODUCTS

€ 1,750 mln

+12.4%

TARGET (€ 4.5 mld) OVERACHIEVED

in 2020, a year in advance, with an amount of € 5,973 million

TOTAL GHG EMISSIONS30

(Scope 1, Scope 2 and Scope 3)

59,260 tCO2e

-32.9% vs base year 2019

We, Generali

In 2021, we paid particular attention to the survey on consumer preferences as regards sustainability, and in March the Product Oversight and Governance Group Policy was updated. The latter regulates the analysis of customer ESG preferences during the Target Market stage of insurance products, as well as evaluating whether said preferences have been adequately considered during the Product Testing stage.

The range of social and environmental insurance products and insurance investment products, which seek to create value through a positive impact on the environment and society, continued to grow in 2021. An example of this is Valore Sostenibile, the investment solution launched by Alleanza Assicurazioni that allows investment in funds selected according to ESG criteria, in line with the Sustainable Development Goals of the United Nations. The sustainable investment solutions launched in 2019 by Banca Generali and Generali Italia, also related to the Sustainable Development Goals, continue to attract a great deal of interest.

The integration of sustainability aspects is extremely important in the Go-to-Market stage of the product. Indeed, this has numerous implications in terms of customer experience and interaction with agents and distributors. One example is represented by the distinctive paradigm of the differentiating value proposition, the purpose of which is to offer personalised solutions, enhanced by added-value services, starting from the customers' needs, as well as consumer preferences in terms of sustainability issues. In this regard, the process of digital transformation, which enables increased interaction with agents and distributors, improves the customer experience by ensuring that all of the customer's needs are taken into consideration.

Also, the commitment to draw up all documents for the customer in clear and transparent language (B1 level), as well as the reduction of paper documents, fully meets the objective to integrate sustainability in the Go-to-Market stage.

In 2021, we carried on the strategic initiativeslaunched as part of Generali 2021, which fully integrated sustainability into our value creation process.

Responsible consumer

Generali is drawing up a distinctive offer dedicated to responsible consumers who want to have a positive impact on the environment and society. The offer consists of environmental and social productsand sustainable investment solutions.

In 2021 we identified the macro areas in which the ecosystem of the responsible consumeris outlined, that is the aspects on which it is necessary to focus the integration of sustainability aspects, in order to ensure an offer fully in line with the expectations of customers: from product creation to sale, with particular attention to the relationship with agents and distributors, in line with our ambition to be a Life and Digital Transformation Partner.

Focusing on customer needs

Investment products and solutions

Agents and Distributors

Packaging and customer experience

Innovation and digital transformation, p. 48

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Group’s financial position, p. 91

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Group’s performance, p. 82

GO TO MARKET

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

SME EnterPRIZE

Launched in 2019, the aim of the project is to support European Small and Medium Enterprises (SMEs) in their transition to a sustainable business model in three main areas: environment, welfare schemes and a positive impact on the community in which the enterprise operates.

The first step towards achieving this objective was that of raising visibility at international level of the most successful stories of sustainability integration in the business models of European SMEs, identified in the seven countries involved in the project34, by setting up a dedicated event. The event was held at the end of September in Brussels, attended by representatives of the European Commission and Parliament, thus stimulating discussion on SMEs and sustainability.

This project represents Generali's true intent to promote the debate not only on the key role of sustainability in supporting the real economy, but also the need to involve SMEs in the process of sustainable transition in Europe. SMEs actually represent 99%35of European businesses: encouraging their sustainable transformation means helping Europe to create a greener, more inclusive and more resilient economy, also in light of the new importance that the project had assumed over the course of 2020, following the huge impact caused by the Covid-19 emergency.

The event in Brussels contributed to promoting key elements of SME EnterPRIZE in 2021:

The Human Safety Net

It is Generali’s global flagship initiative for the community, catalysing the majority of the Group’s social activities since 2017. It is deeply connected to our purposeextending it, beyond our customers, towards the most vulnerable communities.

The Human Safety Net is a fundamental component of Generali's commitment to sustainability and to the achievement of the Sustainable Development Goals.

As to reach more people and achieve a greater impact, The Human Safety Net mobilizes the network of employees and agents, activating their skills, financial and technical resources towards common objectives.

The Human Safety Net programmes support families with young children (0-6 years old) and contribute to the integration of refugees through entrepreneurship or employment. They share the mission of unlocking the human potential of people living in vulnerable circumstances, so that they can transform the lives of their families and communities. The Human Safety Net brings together the strengths of non-profit organizations and the private sector, in Europe, Asia and South America.

In compliance with internal guidelines, every country and legal entity of the Group can activate one or more of these programmes by carefully selecting a partner and performing a complete due diligence. All activities and impacts achieved are monitored through a shared measurement framework that tracks collective results and triggers learnings from one another, based on the Business for Societal Impact (B4SI) international standards.

Sustainability Heroes

These are seven European SMEs belonging to different economic sectors36, who have most successfully integrated sustainability into their business models, in the three categories envisaged by the project. They were selected by an international Scientific Committee37starting from a set of SMEs identified locally in the seven European countries involved. The presentation of these enterprises at the event in Brussels encouraged the spread of good business practices, as well as being a source of inspiration for other European entrepreneurs involved in the sustainable transition.

White Paper

Generali sponsored research conducted by SDA Bocconi (Milan) into the main barriers hindering the sustainable transition of SMEs and the relative tools that public and private sector and institutions can set in place to overcome them. The results were presented at the event.

Participation of institutions

Involvement of members of the European Parliament and Commission and representatives of the academic world and the private sector in the project, helping to promote the need to join forces to support the sustainable transition of European SMEs is an important milestone for us. The success of this edition confirms our intention to continue in this direction in the next strategic cycle.

34. Austria, France, Germany, Italy, Czech Republic, Spain and Hungary.

35. European Commission Executive Agency for Small and Medium-sized Enterprises (EASME) Annual Report on European SMEs 2018/2019 Research & Development and Innovation by SMEs November 2019 on Eurostat’s Structural Business Statistics (SBS) data.

36. Agriculture (3); Services (1); Business Intelligence (1); Textiles (1); Tourism (1).

37. Comprised by 10 members, representatives of European institutions, NGOs, the Academic world and international Press.

www.sme-enterprize.comfor further information

www.sme-enterprize.com/white-paperto consult the document

We, Generali

In 2020, The Human Safety Net launched Scale Up Impact, a multi-year plan that includes a financial and a non-financial component and aims at supporting leading NGOs and social enterprises in the transition to scale nation-wide, by replicating some of its most successful models and working together with the public, private, and social sector. In 2021, financial and non-financial contributions were awarded under the Scale Up Impact plan in Vietnam (For Families - partner UNICEF), Germany (For Refugee Start-Ups - partner Consorzio Tailwind), Austria (For Families - partner Big Brothers Big Sisters) and Croatia (For Families - partner Centar za podršku roditeljstvu "Rastimo Zajedno").

Keeping true to its value of being an open network, The Human Safety Net joined forces with partners like Impresa Sociale Con i Bambini, International Organisation for Migrations (IOM), Cisco, Hogan Lovells and Fondazione Italiana Accenture, to help amplify the impact of our programmes, through financial contributions and pro-bono consulting.

The future home of The Human Safety Net will be in Procuratie Vecchie, in St. Mark’s Square, in Venice in a hub that will offer a space allowing innovators, international institutions and the public to collaborate and propose new solutions for social change. The restoration project was completed at the end of 2021, and the opening to the public, after 500 years, is scheduled in spring 2022.

Over the next three years, we aim to further extend the impact and the reach of The Human Safety Net in the communities, as well as increasing the alignment to Generali’s core business. We will accelerate the engagement of Generali’s employees and agents - starting from the 500 THSN Ambassadors globally activated, involve our customers and keep on joining forces with other organisations that share our approach and vision, with Venice’s Procuratie Vecchie acting as a global hub.

www.thehumansafetynet.org for further information on the initiative

www.thehumansafetynet.org/newsroom/allto discover more information on the stories

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Our main markets: positioning and performance, p. 103

For Families

We support parents in the first six years of their children’s life to lay the strongest possible foundations for their future.

For Refugee Start-Ups

We help refugees flourish as entrepreneurs to integrate them into their host countries.

Argentina

austria

bulgaria

CROATIA

FRANCE

GERMANY

hong kong

HUNGARY

india

indonesia

ITALY

MALAYSIA

PHILIPPINES

POLAND

ROMANIA

SERBIA

SLOVAKIA

SLOVENIA

SPAIN

SWITZERLAND

THE CZECH REPUBLIC

TURKEY

vietnam

ACTIVE COUNTRIES38

+4.5%

ACTIVE PARTNERS

+8.9%

38. The indicator also includes countries in which we operate through companies other than consolidated line-by-line.

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Our rules for running business with integrity

We run our business in compliance with the law, internal regulations and codes, and professional ethics. We are continuously monitoring the developments of the national and international regulatory system, also by talking with legislators and the institutions, in order to assess both new business opportunities and our exposure to the risk of non-compliance and to take prompt measures to adequately manage it. We have a governance, management and reporting system that guarantees compliance with the principles of sustainability and their actual integration in everyday decisions.

Our sustainability model is based on the Charter of Sustainability Commitments, approved by the Board of Directors of Assicurazioni Generali, which is broken down into three pillars:

do business in a sustainable manner, focusing on excellence in the corporate processes;

experience the community by playing an active role where the Group operates and going beyond everyday activities;

adopt governance and rules that are appropriate for running business with integrity. A Sustainability Committee was established at top management level, together with work groups integrated with the Head Office business functions and the Group’s business units.

We have also a collection of Group public policies, guidelines and strategieswhich support our operations in a sustainable and responsible manner, such as:

CODE OF CONDUCT

It defines the basic behavioural principles which all the personnel of the Group are required to comply with. These principles are outlined in a specific internal regulation that refer, for example, to the promotion of diversity and inclusion as well as the management of conflicts of interest, personal data protection and corruption prevention.

ETHICAL CODE FOR SUPPLIERS

It highlights the general principles for the correct and profitable management of relations with contractual partners.

POLICY FOR THE MANAGEMENT OF ENGAGEMENT WITH ALL INVESTORS

It regulates engagement other than through the General Meeting between the Board of Directors and investor representatives on issues within the Board’s purview, and defines the rules for engagement by identifying interlocutors, discussion topics, timing and channels.

SECURITY GROUP POLICY

It defines the processes and activities suitable for the purpose of guaranteeing the protection of corporate assets.

GROUP SUSTAINABLE POLICY

It outlines the system for identifying, assessing and managing the risks connected with environmental, social and corporate governance (ESG) factors. It particularly defines the rules for:

identifying, assessing and managing ESG factors that might present risks and opportunities for achieving corporate objectives, including those related to the management of climate and environmental issues;

identifying, assessing and managing the positive and negative impacts that the decisions and corporate activities might have on the outside environment and on the legitimate interests of the stakeholders.

ACTIVE OWNERSHIP GROUP GUIDELINE - ASSET OWNER

It defines the principles, main activities and responsibilities that guide the Group's role as active owner.

RESPONSIBLE INVESTMENT GROUP GUIDELINE

It codifies the responsible investment activities at Group level.

RESPONSIBLE UNDERWRITING GROUP GUIDELINE

It outlines principles and rules aimed at assessing environmental, social and governance features of customers and prospects in the P&C underwriting process.

GENERALI GROUP STRATEGY ON CLIMATE CHANGE

It defines the rules by which we intend to foster a just transition towards a low-GHG economy through our investments, underwriting activities and our direct operations.

GROUP TAX STRATEGY

It is an essential part of the tax risk control system, and defines sound and prudent taxation management methods for all of the Group’s companies.

www.generali.com/governance/engagement

www.generali.com/our-responsibilities/responsible-business

We, Generali

Tax Transparency

In the first semester 2020, we defined the Group’s Tax Strategy. It ensures the correct application of tax regulations, guided by the principles of honesty, integrity and transparency in the relationship with tax authorities, and combines value creation for all stakeholders with long-term protection of our reputation. In order to promptly fulfil our tax obligations in maximum transparency with regard to tax authorities, we commit ourselves to acting in full compliance with the applicable tax regulations in the countries where we operate and to interpreting them in such a way as to responsibly manage tax risk, ensuring consistency between the place of value production and the place of taxation.

We promote the culture and values of the correct application of tax regulations and organise training sessions for all our employees.

We are also committed to publishing, in line with international best practices, the Group Tax Transparency Report 2021during 2022. The document will include our tax strategy, the principles of Tax Risk Management and Tax Governance as well as the Tax Reporting. The Report will highlight the contribution in terms of taxes paid in the main tax jurisdictions where the Group operates, showing both the taxes directly borne by the companies, and the taxes collected - as a withholding agent - by the companies themselves while running their core business.

Together, these Group policies and guidelines - in particular, the Code of Conduct, the Responsible Investment Group Guideline, the Responsible Underwriting Group Guideline and the Ethical Code for suppliers - contribute also to ensuring respect for human rightsin all their forms throughout the entire value chain. For example, the Group Responsible Investment Guideline filter allows us each year to identify and exclude from our investments those companies that produce unconventional weapons or that, regardless of the sector to which they belong, have committed serious human rights violations. Similarly, the Responsible Underwriting Group Guideline establishes monitoring mechanisms to avoid P&C insurance coverage to companies that commit serious human rights violations, with a specific monitoring of sensitive sectors.

In order to reinforce, where necessary, the controls already in place on this topic, in-depth39analysis was carried out in line with the most important international principles and tools, including the United Nations Universal Declaration of Human Rights, the core international standards of the International Labour Organisation and the UN Guiding Principles on Business and Human Rights. The analysis was focused on assessing the potential risk of violating the human rights of our employees, customers and suppliers (known as direct risk), considering that indirect risks are already monitored by the human rights criteria included in the Group guidelines on investment and underwriting activities. To this end, a list of the main human rights that could potentially be impacted by the Group's operations in the various businesses, such as equal opportunities and non-discrimination (including equal pay), transfer of workers (for example, migrant workers), freedom of association and collective bargaining, was identified. For each of the identified human rights, the analysis then assessed the tools already implemented to mitigate risks, assessing their level of control, considering it in line with their positioning and practices common to the sector.

The Group will keep up its ongoing monitoring action to guarantee a more and more virtuous and responsible behaviour in all of its businesses.

Our guidelines for responsible investments and underwriting establish monitoring mechanisms on customer and investment portfolios to avoid also financing and offering P&C insurance coverage to companies involved in severe damages towards natural habitats and biodiversity. The exclusions concern companies obtaining fossil fuels from tar sands, given their high environmental impact; regardless of the sector they belong to, exclusions also apply to all those entities involved in severe damages to ecosystems, for example being involved in illegal deforestation activities or in serious cases of contamination.

www.generali.com/our-responsibilities/responsible-business/respecting-human-rightsfor further information

39. The analysis took into consideration different categories of vulnerable people, such as employees, women, children and migrant workers.

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

We have a structured Group’s internal regulatory system, regulated by the Generali Internal Regulation System (GIRS) Policy that aims to promote a solid, efficient governance and coherent implementation of the Group’s internal regulations at local level.

The Group regulations cover the governance system, the internal control system, the risk management system that is particularly linked to monitoring solvency (Solvency II), and the other primary areas of risk.

Group Policy

They introduce principles designed to implement the Group’s fundamental objectives and/or provisions linked to the Group governance system. They are issued to comply with specific regulatory requirements or to govern issues under the Board of Directors’ competence.

Group Guideline

They govern issues under the competence of the Group CEO or the heads of Key Functions of the Group.

Group Technical Measure

They set out cross-function operating provisions, including those designed to regulate Group Policies and Group Guidelines in greater detail. They are issued by the managers of the Group units in compliance with the reporting lines and system of delegation of powers.

The main non-compliance risks are continuously identified and monitored through the adoption of specific policies, the definition of monitoring activities, as well as the identification and implementation of proper risk mitigation measures aimed at minimizing potential economic and reputational damages deriving from the violation of regulatory provisions.

Special attention is paid to legislation on transparency and fairness towards customers.

In 2021, the continuous monitoring of both national and supranational legislation led to the identification of the following trends: the entry into force of new accounting standards IFRS9 and IFRS17, the far-reaching proposal to revise Solvency II legislation, monitoring ICT security and governance, the proposal for European regulation on the use of artificial intelligence and the progressive definition of ESG requirements as regards the business processes of financial operators.

The Group has established and monitors the process of implementing the latest European legislative provisions, particularly as regards the requirements introduced by Regulation EU 2019/2088 on sustainability-related disclosures in the financial services sector (known as Disclosure Regulation) and Regulation EU 2020/852 on the establishment of a framework to facilitate sustainable investment (known as EU Taxonomy Regulation).

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Group’s performance, p. 83

We are committed to the highest standards of compliance aimed at preventing the use of our products and services for money laundering and terrorist financingpurposes.

Each Group company exposed to these risks is required to adopt the policies and guidelines defined by the Parent Company and to implement the necessary controls, in keeping with a risk-based approach. It is extremely important to assess customers and transactions at a high risk of money laundering, as well as promptly reporting any suspicious transactions to the local Regulator.

In addition to the legislative framework which is continuously updated, the Regulators have intensified inspections as regards money laundering, with a view to ensuring that regulatory requirements are met by individual companies. Numerous Group companies have been audited over the past few years.

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Group’s financial position, p. 96

Corporate Governance and Share Ownership Report 2021, p. 35

We, Generali

Compliance Week

In the context of the Covid-19 pandemic, we identified and implemented specific measures to mitigate the most important emerging risks, specifically monitoring customer protection and the prevention of financial crimes, also through training and awareness sessions. With the same intention of increasing the awareness of money laundering risks, in July 2021, we held a Compliance Week, focused on financial crimes and on the impacts they can have on individuals and on the community. More specifically, on this occasion, we examined the role of Financial Institutions in the fight against money laundering and terrorist financing, the categories of money laundering that emerged during the pandemic, and the adoption of new technologies to support the implementation of compliance controls.

Both international experts from the sector and the Group's top management took part in the initiative, which was accessible to all Group employees through a multimedia platform called The C.I.R.C.L.E.. Top management reiterated the efforts being made to prevent money laundering and the responsibility of all personnel, including the business as first line of defence, to implement the Group's regulations and controls. Great participation was recorded in the various webinars, translated simultaneously into 14 languages.

We are also acutely aware of complying with the measures adopted by countries or organisations with a view to restricting business with specific sanctioned countries, sectors and/or individuals.

Our business operations are particularly exposed to the risk of sanctions given the geographical distribution of the companies and of the products and services offered (for example, marine insurance policies). With a view to mitigating the risk of sanctions, we have drawn up a global framework on international sanctions, after defining the minimum common rules that all Group companies have to obey. We have also substantially increased controls relating to customers and/or transactions exposed to a high risk of sanctions, following the higher restrictions imposed by the Regulators in terms of international sanctions.

We condemn and combat all forms of corruption. Each employee has an obligation to guarantee high standards of ethics and honesty in their work. In this regard, the Group has banned the receipt from or offer of cash to public officials or commercial partners for improper purposes, and has established control measures (for example, limitations regarding gifts and contributions to trade unions and to charity organisations) to be incorporated and implemented in each individual company.

Our employees, suppliers and customers can use, also anonymously, several communication channels, including the Group Compliance Helpline, always reachable with direct access from the Group Portal and the website. These channels, active 24/7, ensure an objective and independent management of reports of behaviour or actions which might violate law, the Code of Conduct, its internal rules or other corporate rules, in accordance with the process on managing reported concernsand the whistleblowing policywhich we have been applying for years. We also adopted a rigorous policy against retaliations.

www.youtube.com/watch?v=ZeFiFJLmf7E

We are committing to rendering our HR trainingsystem increasingly effective. We continue to work in activities for creating awareness and training on the different themes of the Code of Conduct.

The e-learning courses on the Code of Conduct also continued in 2021: one to introduce the topic and addressed to new colleagues; the other, a refresher course for those that had already attended the introductory one. In 2021, a second refresher course on the Code of Conduct was developed, which will be released from 2022.

www.generali.com/our-responsibilities/responsible-business/code-of-conductfor further information on the Code of Conduct, communication channels and the process on managing reported concerns

MANAGED REPORTS ON THE CODE OF CONDUCT

-1.0%

EMPLOYEES WHO COMPLETED THE TRAINING COURSE ON THE CODE OF CONDUCT40

58,997

+10.2%

40.The trained employees represent 81.0% of the total, excluding employees belonging to the companies of the Cattolica group.

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Our governance and remuneration policy

Our governance

Within a challenging economic and financial environment, we are convinced that our governance - which complies with the best international practices - effectively supports our strategy. In line with the principles and recommendations of the new Corporate Governance Code, it then assists the sustainable successof the Company, which consists of creating value for all shareholders in the long term, taking into account the interests of other stakeholders relevant to the Company.

As of today, there is no employee shareholding system according to the provisions of the Testo Unico delle disposizioni in materia di Intermediazione Finanziaria - TUF. Nonetheless, it should be noted that We SHARE is in progress; it is the share plan for all Group employees, except for the members of Group Management Committee (GMC) and Global Leadership Group (GLG). Approved by the Shareholders’ Meeting held in May 2019 and functional to support the achievement of strategic objectives, in the perspective of a culture of ownership and empowerment, and the participation of employees in the sustainable value creation of the Group, the plan offers employees the opportunity to purchase Generali shares at favourable conditions and - in the case of share price appreciation - to receive free shares in proportion to the number of shares purchased and to dividends distributed. The end of the plan and the assignement of free shares are expected in Autumn 2022.

Our people, p. 53

We also facilitate participation in shareholders’ meetings for beneficiaries of long-term incentive (LTI) plans - based on Generali shares - by providing them with a designated representative.

We maintain ongoing relations with all stakeholders relevant to the Company, including institutional investors, proxy advisors, financial analysts and retail shareholders. Our intense activities of relation consist of various types of interactions with individual stakeholders or groups, as part of roadshows and sector conferences, as well as ad hoc occasions for the discussion of specific topics, ranging from business, financial and performance matters to corporate governance, remuneration and sustainability topics relevant to the various financial community representatives. Some of the main recurring occasions for interaction with the Company’s top management are the Shareholders’ Meeting, events on the strategic plan (Investor Days) and the main presentation of the financial results.

We successfully continued our dialogue with relevant stakeholders on virtual platforms - used since 2020 following the Covid-19 pandemic - while maintaining high quality standards.

www.generali.com/governance/remuneration/share-plan-for-the-generali-group-employeesfor further information on the share plan for the Group employees

Notes to the Management Report, p. 180 for further information on stakeholder relations

* The category takes account of legal entities including foundations, trust companies, religious institutions.

** The category includes asset managers, sovereign funds, pension funds, Life insurers.

*** It should be noted that on 23 September 2021 Mediobanca also announced that it has the right to vote on an additional 4.43% of the share capital by virtue of a stock lending transaction that will last about 8 months and in any case at least until the Shareholders' Meeting. The total of the voting rights therefore amounts to 17.27% of the share capital.

**** Data not yet disclosed by mainly foreign intermediaries.

***** On 13 January 2022, the director Francesco Gaetano Caltagirone announced to, directly or through companies related to him, hold a stake of the share capital of Assicurazioni Generali equal to 8.04%. On 27 January 2022, as the companies of the Caltagirone group exercised their right of withdrawal from the Shareholders’ Agreement - with immediate effect and for the totality of the shares held and previously under the Agreement - Delfin S.à r.l. and Fondazione CRT announced to totally hold a stake of the share capital of Assicurazioni Generali equal to 8.331%.

The data are updated to 1 March 2022 in line with the Shareholder’s Register, mainly on the bases of the dividend payout dated 20 October 2021, with the integration of information pursuant to art. 120 of TUF and other available information.

Share performance, p. 109 for further information on the share

Corporate Governance and Share Ownership Report 2021 for further information on governance

About 190 thousand shareholders

Main shareholders (> 3%)

Institutional investors **

Retail shareholders

Other investors *

Own shares

Non-identifiable

shareholders ****

of the share capital

31.41%

22.48%

8.57%

0.39%

2.04%

Gruppo Mediobanca ***

Gruppo Caltagirone*****

Gruppo Del Vecchio*****

Gruppo Benetton

7.98%

6.62%

3.97%

12.84%

Mediobanca Group ***

Caltagirone Group*****

Del Vecchio Group*****

Benetton Group

35.11%

We, Generali

The Board of Directors has structured its own organization also through the establishment of specific Board Committees, in a manner consistent with the need to define strategic planning in line with the purpose, values and culture of the Group and, at the same time, to monitor its pursuit with a view to sustainable value creation in the medium to long term. Our integrated governancealso leverages the varied and in-depth professional skills present in the Board and ensures effective oversight of management’s activities.

Ensuring the sustainable success of the Company means ensuring the monitoring of our capital at governance level. Committees with advisory, proposing and investigating responsibilities monitor capitals and inform the Board decisions on them: RCC on financial and intellectual capitals; ARC on human, financial, social and relationship, intellectual and natural capitals; GSC on natural, human, intellectual, social and relationship, and financial capitals; IC on financial and social and relationship capitals; RPTC on financial, social and relationship, and intellectual capitals; SOC on the financial capital.

Group Management Committee

It aims at ensuring both greater alignment on strategic priorities among business units and a more effective, shared decision-making process

group ceo

He is the main person responsible for Company management, in the capacity of Managing Director, as well as acting as the Director responsible for the internal control and risk management system

BOARD OF DIRECTORS

It drives the Group for the pursuit of its sustainable successand is supported by Committees with advisory, proposing and investigating responsibilities

RISK AND CONTROL COMMITTEE (RCC)

APPOINTMENTS AND REMUNERATION COMMITTEE (ARC)

GOVERNANCE AND SUSTAINABILITY COMMITTEE (GSC)

INVESTMENTS COMMITTEE (IC)

RELATED-PARTY TRANSACTIONS COMMITTEE (RPTC)

STRATEGIC OPERATIONS COMMITTEE (SOC)

INDEPENDENT AUDITORS

They are enrolled in the dedicated registry and appointed by the Shareholders’ Meeting

BOARD OF STATUTORY AUDITORS

It is appointed by the Shareholders’ Meeting and ensures compliance with the applicable laws, regulations, and the Articles of Association as well as management control

SURVEILLANCE BODY

It has duties and powers with respect to the oversight, development and promotion of the continuous updating of our Organization and Management Model (OMM)

SHAREHOLDERS’

MEETING

It expresses - through resolutions - the wishes of shareholders

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Adoption of the 2021 Corporate Governance Code

The Corporate Governance Code, effective from 1 January 2021, introduces substantial innovations following four main drivers:

sustainability: the Code fosters listed companies to adopt strategies more and more oriented towards a sustainable business: the objective that guides the actions of the board of directors is to pursue a sustainable company success, that consists of creating long-term value for the benefit of the shareholders, taking into account the interests of other stakeholders relevant to the company.

engagement: the Code recommends to listed companies to manage the dialogue with the market through the adoption of engagement policies, complementary to those of institutional investors and asset managers.

proportionality: the application of the Code is based on principles of flexibility and proportionality in order to favour small and medium companies and those with concentrated ownership to become listed.

simplification: the Code presents a streamlined structure, based on principles which define the objectives of good governance and on comply or explain recommendations.

The revision of the Code was the occasion to strengthen existing recommendations, promote the effective enactment of best practices that were hoped in the previous editions, and align the Italian self-regulatory framework with international best practices (e.g. the possibility to qualify the chair of the board of directors as independent, the recognition of the role of the board secretary and the importance to consider international experience in the definition of remuneration policies).

Of special note is the recommendation to issuers to adopt a policy for managing dialogue with the all shareholders, taking into account the engagement policies adopted by institutional investors and asset managers. Assicurazioni Generali is among the first issuers in Italy to get this document adopted since November 2020, including engagement with potential investors and proxy advisors. The policy is effective and used for the engagement between the Board of Directors and investors since 1 January 2021.

Governance monitoring climate change management

The Group governance is structured in such a way as to favour effective management of the risks and opportunities tied to climate change, which is considered one of the ESG factors most material for the Group, for our value chain and for the stakeholders.

Board of Directors’ role

The Board of Directors ensures that the Group organisation and management system is complete, functional and effective in monitoring climate change-related impacts. In 2018, it therefore adopted the Group Strategy on Climate Change, which was updated in March 2020 and June 2021, outlining a plan for investment, underwriting and stakeholder engagement activities to mitigate climate risks and facilitate the just transition to a low-carbon economy. The Board of Directors is informed through the Governance and Sustainability Committeeabout the implementation of this strategy and the results achieved. In 2021, these elements were analysed during five meetings of the Committee.

Management’s role

Climate change may have pervasive impacts across the entire organization. For this reason, the decisions on how to integrate the assessment and effective management of climate change impacts into the different business processes are guided by the Sustainability Committee at top management level, which can rely on adequate powers and a cross-functional vision across multiple Groups’ functions and geographies. This Committee, sponsored by the Group CEO, consists of the heads of both the GHO functions and business units. The decisions set forth by the Committee are implemented by the competent management, each for its area of responsibility. A component of the variable remuneration of the Group CEO and top management depends on the results achieved in the implementation of the Strategy on Climate Change.

This cross-functional approach is also reflected in the Climate Strategy Task Force, which pools together the functions of Group Chief Investment Officer, Group P&C Retail, Group P&C Corporate & Commercial, Group Life & Health, Group Integrated Reporting and Group Risk Management, coordinated by Group Sustainability & Social Responsibility. The goal of this work group is to guarantee the management of the risks and opportunities tied to climate change in compliance with the strategy defined by the Board and to ensure the reporting on these aspects both to internal competent bodies and to external stakeholders, in line with the TCFD recommendations. Within this Task Force is active a coal companies engagement committee, which analyses the just transition plans of the engaged coal companies, monitors their implementation and encourages further progress.

www.generali.com/governance/engagement for further information on engagement

www.generali.com/our-responsibilities/our-commitment-to-the-environment-and-climate for further information on the Strategy on climate change

We, Generali

Focus on the Shareholders’ Meeting

On the occasion of the 2021 Shareholders’ Meeting, in order to minimize the risks related to the health emergency, we decided to take advantage of the option, established by art. 106 of the law decree of 17 March 2020, no. 18, Misure di potenziamento del Servizio sanitario nazionale e di sostegno economico per famiglie, lavoratori e imprese connesse all’emergenza epidemiologica da Covid-19(known as Cura Italia decree, then converted with modifications from law 24 April 2020, no. 27) to provide in the notice of call that in accordance with art. 135-undecies of TUF the participation of those entitled to vote in the Shareholders' Meeting took place exclusively through the Designated Representative, without physical participation by the shareholders, and with the right for all members of corporate bodies to participate by means of remote communication.

The Shareholders’ Meeting was then held at one of the Group’s offices in Trieste, with physical participation by the Chairman, the Notary and the Designated Representative. An audio and video streaming in Italian with simultaneous translation in English, French, German, Spanish and Italian Sign Language (LIS) was available to all shareholders legitimated to participate in the Shareholders’ Meeting as to let them follow live the event, without the right to intervene and vote. Indeed, the Shareholders’ Meeting was without the physical attendance of shareholders and solely in the presence of the Designated Representative; no virtual or hybrid form were adopted. In such a complicated environment in which we are still living now, we demonstrated how innovation, one of the three pillars of the Generali 2021 strategy, is fundamental to stand at the side of all our stakeholders and become their Lifetime Partner.

All the services planned under the Shareholders Meeting Extended Inclusion(SMEI) program were adapted to the virtual event, with particular attention to making the video streaming service accessible to all our shareholders.

2021

2020

2019

2018

2017

2021

2020

2019

2018

2017

Percentage of share capital represented in the Shareholders’ Meeting over the last five years

51.52%

57.59%

55.88%

52.87%

52.34%

Percentage of share capital represented by institutional investors in the Shareholders’ Meeting over the last five years

23.71%

24.81%

21.66%

23.18%

26.18%

The Board of Statutory Auditors attendes the same induction sessionsheld for the Board of Directors.

Statutory auditors are requested to have the same independence qualificationsset for independent directors and to meet integrity and professional expertise requirements.

(*) 59.6 including also alternate auditors.

(**) 60% including also alternate auditors.

Female auditors

66.7% **

Average age

58.7 *

Meetings

Average attendance at meetings

100%

Average attendance

at Board of Directors

meetings

100%

Carolyn

Dittmeier

Chairwoman

Italian and American

30 April 2014

Silvia

Olivotto

Alternate Auditor

French

30 April 2014

Lorenzo

Pozza Permanent

Statutory Auditor

Italian

30 April 2014

Antonia

Di Bella Permanent

Statutory Auditor

Italian

30 April 2014

Tazio

Pavanel

Alternate Auditor

Italian

30 April 2020

Board of Statutory Auditors

AGE

NATIONALITY

IN OFFICE SINCE

Focus on the Board of Statutory Auditors

in office until 2023 Shareholders’ Meeting

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Focus on the Board of Directors

in office at 31 Deember 2021

In 2021, induction sessions

were held - to the advantage

of the Board of Directors

and the Board of Statutory Auditors -

on the impacts of the future

application of IFRS 9 and

IFRS 17 and on the Group’s

main Life traditional portfolios.

Directors are chosen based on their professional expertise and competenceamong people who have at least three years’ total experience as qualified professionals in the insurance, credit or financial sector. They must also meet specific integrity requirements, that is reliability, financial strength and good standing, as well as independence qualifications.

As members of such corporate body, in line with the Policy on competences and integrity, they should have adequate experience and knowledge of:

markets in which the company operates;

strategy and business model;

governance system;

actuarial and financial analysis in relation to insurance companies;

legal context and regulatory requirements.

The functioning of the Board, as well as its size and composition are evaluated annually, with the support of a qualified and independent external advisor.

Female directors

38.4%

Independence level

in line with the best international practices and the increasingly established requirements in the world of finance

61.5%

Average age

61.8

Executive director

Meetings

Average attendance at meetings

98%

Optimal blend of skills and experience

INTERNATIONAL

EXPERIENCE

Managerial

experience

Entrepreneurial

skills

Academic

experience

KNOWLEDGE OF LEGAL

CONTEXT AND REGULATORY

REQUIREMENTS

Financial and

accounting skills

insurance

experience

Experience in large

cap companies

69%

77%

15%

23%

69%

85%

54%

BOARD OF

DIRECTORS

AGE

NATIONALITY

PROFESSIONAL

BACKGROUND

IN OFFICE SINCE

BOARD COMMITTEE

INDEPENDENT41

EXECUTIVE

Francesco Gaetano Caltagirone (*)

Deputy Vice-Chairman

Italian

entrepreneur

28 April 2007Vice-Chairman

since 30 April 2010

Clemente Rebecchini

Vice-Chairman

Italian

manager

11 May 2012Vice-Chairman

since 6 November 2013

Philippe

Donnet

Group CEO

French

manager

17 March 2016

Romolo

Bardin (*)

Director

Italian

manager

28 April 2016

Paolo

Di Benedetto

Director

Italian

lawyer

28 April 2016

Gabriele Galateri

di Genola

Chairman

Italian

manager

8 April 2011

41. As defined in the listed companies’ Corporate Governance Code.

(*) The director Francesco Gaetano Caltagirone, the director Romolo Bardin and the director Sabrina Pucci announced their resignation from the Board of Directors on 13 January 2022, 16 January 2022 and 25 January 2022, respectively. In their replacement, the Board of Directors of Assicurazioni Generali co-opted, on 28 February 2022, Alessia Falsarone, Andrea Sironi and Luisa Torchia as new independent members of the Board.

www.generali.com/governance/board-of-directors for updates on the Board of Directors

We, Generali

LEGENDA

Risk and Control Committee

APPOINTMENTS AND REMUNERATION COMMITTEE(**)

GOVERNANCE AND SUSTAINABILITY COMMITTEE

INVESTMENTS COMMITTEE

RELATED-PARTY TRANSACTIONS COMMITTEE

STRATEGIC OPERATIONS COMMITTEE

DIRECTOR RESPONSIBLEFOR THE INTERNALCONTROL AND RISK MANAGEMENT SYSTEM

P COMMITTEE CHAIRMAN

Sabrina

Pucci (*)

Director

Italian

professor

30 April 2013

Roberto

Perotti

Director

Italian

professor

28 April 2016elected from the

minority slate

Lorenzo

Pellicioli

Director

Italian

manager

28 April 2007

Diva

Moriani

Director

Italian

manager

28 April 2016

Antonella

Mei-Pochtler

Director

Italian

manager

7 May 2019

Ines

Mazzilli

Director

Italian

manager

7 May 2019elected from the

minority slate

Alberta

Figari

Director

Italian

lawyer

30 April 2013

(**) On 27 September 2021, a specific Appointments Committee was set up within the Appointments and Remuneration Committee to assist the Board of Directors in the process for the presentation of a list for the renewal of the Board by the outgoing Board. It began to perform its task as from 10 December 2021. The specific Appointments Committee was initially made up of the following independent members: Diva Moriani, Alberta Figari, Roberto Perotti and Sabrina Pucci. On 18 January 2022, the director Sabrina Pucci resigned from this Committee.

In view of the renewal of the Board of Directors, scheduled for the Shareholders' Meeting in 2022, the current Board of Directors has expressed an orientation opinionon the quantitative and qualitative composition considered optimal for the next three-year term of office. This opinion also takes into account the results of the self-assessment carried out by the current Board on the size, composition and actual functioning of the Board of Directors and its committees, also considering the role it has played in defining strategies and monitoring management performance and the adequacy of the internal control and risk management system.

The opinion is also formulated taking into account the feedback from the dialogue with the Company's various stakeholders (institutional investors, proxy advisors, etc.), as well as the examination of benchmarks and good corporate practices adopted at national and international level.

The guidance opinion formulated on the occasion of the next renewal also takes into account two novelties for the 2019-2021 three-year term: on the one hand, the possibility for the outgoing Board to present its own list of candidates for the renewal of the administrative body, following the statutory revision approved by a very large majority at the 2020 Shareholders' Meeting and, on the other hand, the updating of the Diversity Policy for members of corporate bodies. Generali has been applying since 2017 a Diversity Policy for the members of the corporate bodies, which defines and formalises the criteria and implementation methods to ensure an adequate level of diversity and inclusion among the members of the corporate bodies (Board of Directors and Board of Statutory Auditors). The Board will take this policy into account not only when drafting its guidance opinion, but also when selecting candidates, should it decide to avail itself of the option to submit its own list of candidates for the renewal of the Board of Directors.

Corporate Governance and Share Ownership Report 2021, p. 59 for further information on the diversity of administration, management and control bodies

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

The remuneration package is comprised of fixed remuneration, variable remunerationand benefits, structured in such a way as to ensure a proper balance of the components. Generali regularly performs structural analyses of the systems, in order to ensure a fair equilibrium of the various components and to foster managers’ commitment to achieving sustainable results.

Our remuneration policy

The Remuneration Policy is based on clear, globally shared and consistent principles, expressed in the form of remuneration programs compliant with regulatory requirements and local laws.

Every intervention to the remuneration policies can be traced back to these inspiring principles that underlie all the decisions taken:

EQUITY AND CONSISTENCY of remuneration in terms of responsibilities assigned and capabilities demonstrated

ALIGNMENT WITH THE STRATEGY AND LONG TERM SUSTAINABLE VALUE CREATIONfor all stakeholders

COMPETITIVENESSwith respect to market trends and practices

MERIT AND PERFORMANCE-BASED REWARDin terms of sustainable results, behaviours and Group values

CLEAR GOVERNANCE AND COMPLIANCEwith the regulatory framework

We are convinced that by drawing inspiration from these principles, our remuneration systems can be a key element for attracting, developing and retaining talents and key peoplewith critical skills and high potential, thereby promoting a correct approach in aligning their performance with Company results and building the premises for solid and sustainable results over time.

The current remuneration policyfor all Directors without executive powersprovides that the remuneration is composed of a fixed annual fee and the payment of an attendance fee for each meeting of the Board of Directors where they participate, as well as reimbursement of expenses incurred for attending the meetings. Directors who are also members of Board Committees are paid additional fees in terms of what they have already received as members of the Board of Directors (with the exception of those who are also managers of the Generali Group), according to the skills assigned to these Committees and the commitment required for participation in the work of the latter in terms of the number of meetings and preparatory activities for them. This remuneration is established by the Board of Directors. In line with regulatory legislation and best international market practices, no variable remuneration is expected.

The Managing Director/Group CEO, sole executive director, the managers with strategic responsibilitiesand the other relevant personnel not belonging to Key Functions42are recipients of an overall remuneration package consisting of a fixed remuneration and a variable remuneration (annual in cash and deferred in shares) subject to malus and clawback mechanisms, and benefits.

42. I.e. Head of Group Audit, Group Chief Risk Officer, Group Compliance Officer and Group Head of Actuarial Function and their first reporting managers. The Anti-Money Laundering (AML) function whose responsible is the Anti-Money Laundering Officer is assimilated to the Key Functions for the application of the remuneration and incentive rules. The specific provisions provided for the Heads of the Key Functions also apply to the Group Chief Risk Officer, even if a member of the Group Management Committee (GMC).

43. This is the target remuneration package for the entire population described, with the exception of the Key Functions for which specific remuneration policy and rules apply.

Total target remuneration components43

FIXED

VARIABLE

Fixed remuneration

ANNUAL(on a yearly basis)

DEFERRED(on a multi-year basis)

Components

Purpose and characteristics

It remunerates the role covered and the responsibilities assigned, taking into account the experience and skills of each manager, also keeping as reference the levels and practices of market peers in terms of attractiveness, competitiveness and retention.

It is defined through annual cash and deferred incentive plansaimed at motivating management to achieve sustainable business goals through the direct link between incentives and resultsset at Group, business unit, country, function and individuals level, both financial and non-financial.

They represent a relevant component of the remuneration package - in a Total Reward approach– as an integrative elementto cash and share payments. Benefits differ based on the category of recipients, both in type and overall value.

Fixed remuneration

Variable remuneration

Benefit

We, Generali

The variable component of the remuneration is based on a meritocratic approachand on a multi-year horizon, including a short-term (annual) and long-term (deferred) part, based on the achievement of a combination of predefined, measurable goals, linked to the achievement of economic, operational, financial and non-financial and sustainability results.

The integration of sustainability into management remuneration is a key step to ensuring an even stronger link between individual performance and business sustainability. In line with the Group’s ambitions and in continuity with 2020, a specific performance indicatorhas been inserted into the balanced scorecard (BSC) of the management through a basket of strategic goals on Sustainabilitywhich reflect the priorities of the Generali 2021 strategy and are the direct manifestation of the Group’s ESG criteria. The latter are consistent with the materiality analysisand the United Nations Sustainable Development Goals.

Compared to 2020, the 2021 performance year provides a further increase of the weight of ESG indicators in the incentive system:

confirming the inclusion of specific sustainability indicators linked to the strategy in the annual variable component (STI);

adding an indicator which reflects the positioning of Generali in the main ESG sustainability ratings, acting as multiplier/reducer factor in the deferred variable component in shares (LTI).

The provision of specific performance indicators linked to ESG factorsand the assessment of the level of achievement of these goals, also based on what is foreseen in internal regulations for the management of responsible investments, ensure the Remuneration Policy is consistent with the integration of sustainability risks in investment decisionsboth for individual performance and for alignment and protection of the interests of investors and stakeholders. And it is, among other things, the inclusion in all incentive systems of sustainability indicators (in particular in the various forms tied to wellbeing, inclusion, value diversity, re-skilling and overall growth of employees), which represents one of the main elements through which Generali’s remuneration policies have a positive effect on remuneration and working conditions of all Group employees.

Additional information in the Notes of the Annual Integrated Report and Consolidated Financial Statements 2021 for further information on pension benefits of the Group employees

www.generali.com/governance/remunerationfor further information on remuneration policy and the Report on remuneration policy and payments, also including information about remuneration

For further information, see the Annual Integrated Report and Consolidated Financial Statements 2021, Consolidated Non-Financial Statement, p. 167 for information on the materiality analysis process and results

44. It is the Group net result that excludes any extraordinary items not predictable (due to, by way of example only: amortization/goodwill depreciation, significant legal/regulatory/legislative changes, and significant impacts resulting from changes to tax treatment, gains/losses from M&A) and approved by the Board of Directors upon the recommendation of the Appointments and Remuneration Committee in accordance with these guidelines.

45. Net cash flows available at the Parent Company level over a given period, after holding expenses and interest costs. Its main components, considered from a cash point of view, are: remittances from subsidiaries; the result of centralised reinsurance; interest on financial debt; expenses and taxes paid or reimbursed at the Parent Company level.

46. Total return on investment to the shareholder calculated as a change in the market price of the shares, including distributions or dividends reinvested in shares against a selected list of peers.

COMPONENTS

Structure of variable remuneration

CHARACTERISTICS

CRITERIA AND PARAMETERS

Group Funding Pool, linked to the results achieved in terms of Group net result adjusted44and operating result after verification of the achievement of the Regulatory Solvency Ratio threshold;

Achievement of financial and non-financial goals defined in the individual balanced scorecards in terms of sustainable value creation, risk-adjusted profitability, implementation of strategic projects, sustainability, customer and people value;

Maximum cap on the STI variable remuneration compared to the fixed remuneration equal to 200% for the Managing Director/Group CEO and on average equal to 170% for the managers with strategic responsibilities (excluding those belonging to Key Functions, who participate in a specific plan, with a maximum cap equal to 75% of fixed remuneration).

Annual cash bonus set within predefined maximum caps

Multi-year plan, based on Assicurazioni Generali shares, subject to Shareholders’ approval, with allocations over a period of 6-7 years

within predefined maximum caps

Overall three-year performance with goals linked to Group strategy and business priorities after verification of the achievement of the Regulatory Solvency Ratio threshold;

Performance indicators referring to Net Holding Cash Flow45, relative TSR46and ESG goals;

Allocation of shares with deferral and lock-up periods over a time frame of 6-7 years, depending on the reference population;

Maximum cap on the LTI variable remuneration compared to the fixed remuneration equal to 200% for the Managing Director/Group CEO and for the managers with strategic responsibilities.

Annual cash component - Group Short Term Incentive (STI)

Deferred component in shares - Group Long Term Incentive (LTI)

MANAGEMENT

REPORT

PART A - Result of operations

PART B - Risk Report

114

Appendix to the Management Report

127

Part A – Result of operations

Foreword

This report was prepared in accordance with the provisions of Italian Legislative Decree 209/2005, Consob communications and other regulatory provisions. This report has been reviewed for consistency with the financial statements by the auditing firm KPMG S.p.A., appointed for reviewing the period from 2021 to 2029. This report contains a reference to Italian direct business, which includes Italian insurance contracts underwritten by the Company in Italy as well as those underwritten by branches in other European Union (EU) member states, in accordance with Italian Legislative Decree 209/2005.

Information on operations contained in the following Part A) and referring to the net underwriting result are net of outwards reinsurance, unless otherwise indicated.

The data in this Management Report is expressed in thousand euro, unless otherwise indicated.

Significant operations

Effective on 1 January 2021, the Luxembourg Branch – P&C Mixerunit, dedicated to reinsurance acceptance by several companies of the Group, was activated. That reinsurance acceptance is proportionate and mainly regards the technical provisions relating to claims in the Motor TPL and the General Liability business lines. At the reporting date, accepted technical provisions amounted to a total of € 1,298 million.

The Board of Directors of Assicurazioni Generali S.p.A. met on 27 January 2021, approved a proposal from the Group CEO for a new Group organisational structure, as a result of which, the position of General Manager will cease to exist. The new organisational structure seeks to support the effective execution of the Generali 2021 plan and to address the following key strategic priorities, also in view of the next strategic cycle: enhance further discipline in asset liability management; accelerate the implementation of the Asset Management multi-boutique platform strategy; and speed up the pace of digital transformation.

The Board of Directors of Assicurazioni Generali met on 10 March 2021 approved the Annual Integrated Report and Consolidated Financial Statements, the Parent Company Financial Statements Proposal and the Corporate Governance and Share Ownership Report as at 31 December 2020 and the Report on Remuneration Policy and payments, and approved a capital increase of € 5,017,194 to implement the Long-Term Incentive Plan (LTIP) 2018-2020, having ascertained the occurrence of the conditions on which it was based.

In April, Assicurazioni Generali S.p.A. completed the share capital increase in execution of the Long-Term Incentive Plan 2018adopted by the Shareholders’ Meeting of the Company in 2018. The share capital, fully subscribed and paid-in, amounts now to 1,581,069,241, divided into 1,581,069,241 ordinary shares, each with a nominal value of € 1.00.

On 29 April 2021, the Shareholders’ Meeting approved the Parent Company Financial Statements as at 31 December 2020, deciding to assign shareholders a dividend of € 1.47 per share, divided into two tranches equal to € 1.01 and € 0.46, respectively - the first tranche is the ordinary payout of the 2020 profit, while the second is the undistributed portion of the 2019 dividend - and to subject the disbursement of the second tranche to the verification by the Board of Directors that there are no prohibitive supervisory provisions or recommendations. It also approved amendments to the Articles of Association, the Report on Remuneration Policy, expressing a consultative vote in favour of the Report on payments, the Group LTIP 2021-2023, which entails the assignment of a maximum of 12.1 million shares, and the granting of power to the Board of Directors, for a period of 5 years from 29 April 2021, to increase the share capital with free issues in one or several transactions, for a maximum of 12.1 million shares for the purposes of the Group LTIP 2021-2023, as well as of the remuneration and/or Generali share-based incentive plans in force.

In May, Assicurazioni Generali S.p.A opened a representative office in Brussels to monitor the activities of European Union institutions, to strengthen EU public affairs activities. Specifically, the Group aims to represent business needs in the best way possible and play an increasingly active corporate citizenship role in order to contribute to sustainable recovery and the European Green Deal.

In May, Assicurazioni Generali S.p.A. disbursed the first tranche of the 2020 dividend per share, equal to € 1.01, as approved by the Shareholders’ Meeting of 29 April 2021.

The Board of Directors of Assicurazioni Generali S.p.A. met not 31 May 2021 approved the promotion of a cash voluntary public tender offer on all of the ordinary shares of Società Cattolica di Assicurazione S.p.A., including own shares, minus the shares already held by Generali. The proposed transaction will consolidate Generali’s position in the Italian insurance market, reinforce its position amongst the largest European insurance groups and accelerate the business diversification towards the Non-Life segment, consistent with the guidelines of the Generali 2021 strategic plan - Leveraging strengths to accelerate growth.

In May, following receipt of all necessary approvals from the regulatory bodies and antitrust authorities, Generali

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

completed the acquisition of AXA Insurance S.A. in Greece, announced on 31 December 2020. As a result of the completion of the acquisition, Generali Hellas also extended the exclusive distribution agreement with Alpha Bank for another 20 years. The acquisition is in line with the Generali’s strategy to strengthen its leadership position in Europe, as the Group becomes a leading player in the Non-Life segment and Health business line and strengthening its position in the Life segment in the Greek insurance market, while gaining access to an important bancassurance channel in partnership with Alpha Bank. The company was subsequently merged into Generali Hellas Insurance Company S.A.

In June, Assicurazioni Generali S.p.A. placed a new Tier 2 security, denominated in Euro with maturity in June 2032, for € 500 million, issued in the form of a sustainability bond, pursuant to its Sustainability Bond Framework. The new sustainable form confirms Generali’s leadership in the area of sustainability. The net income will be used to finance/refinance Eligible Sustainability Projects. During the book building process, orders of € 2.2 billion were attracted from about 180 highly diversified international institutional investors, including a significant representation of funds with Sustainable/SRI mandates. A donation of € 50,000 will also be made to The Human Safety Net.

In June, Assicurazioni Generali S.p.A. entered into a multi-year reinsurance agreement secured by assets with high credit ratings with Lion III Re DAC, an Irish special purpose company, in order to cover, for a period of four years, part of natural catastrophe losses caused by windstorms in Europe and by earthquakes in Italy. Lion III Re DAC, in turn, issued a single tranche of debt securities for € 200 million in order to fund the commitments undertaken pursuant to the reinsurance agreement. The securities have been placed with capital markets investors in a US Rule 144A offering. The demand from investors has allowed Generali to guarantee protection with a premium of 3.50% per annum on the € 200 million coverage under the reinsurance agreement. The Lion III Re DAC transaction is the first catastrophe bond embedding green features in accordance with the Generali Green ILS Framework, further highlighting the Group’s commitment in promoting green finance solutions.

On 10 September, a Shareholders’ Agreement was entered into by Delfin S.à r.l. and several companies in the Caltagirone group, with immediate effect, terminating at the end of the session of the next Shareholders’ Meeting. The Agreement regards all the shares of Assicurazioni Generali held by the Parties, and establishes the commitment of the Parties to consult with each other to best weigh their respective autonomous interests in relation to more profitable, effective management of Assicurazioni Generali, focused on the technological upgrading of its core business, the strategic positioning of the company and its growth in terms of an open, transparent and competitive market approach. The shares contributed to the Agreement initially amounted to 10.948% of the share capital of Assicurazioni

Generali. Fondazione CRT took part in the Agreement on 17 September, contributing shares equal to 1.232% of the share capital.

In September, the non-executive directors of Assicurazioni Generali acknowledged the Group CEO, Philippe Donnet, willingness to cover the role of CEO for a third term.

The Board of Directors of Assicurazioni Generali S.p.A. met on 27 September 2021 approved, by a majority, the process for the presentation of the list for the upcoming renewal of the Board of Directors by the outgoing Board, which, obviously, may be subject to change in the event of potential requests by the Regulator.

The Board of Directors of Assicurazioni Generali S.p.A. met on 1 October 2021 verified - as envisaged by the Shareholders’ Meeting of 29 April 2021 - that there were no supervisory provisions or recommendations as at 1 October 2021 prohibiting the distribution of the second tranche of the dividend for 2019, which was paid starting from 20 October 2021. The shares were traded ex-dividend as from 18 October 2021, with record date on 19 October 2021.

In November, after filing the document regarding the cash voluntary public tender offer on all of the ordinary shares of Società Cattolica di Assicurazione S.p.A. with Consob in June, and after receiving all the necessary authorisations in September and October, the transaction was successfully concluded: Assicurazioni Generali now holds 84.475% of the issuer’s share capital. The transaction, which is fully in line with the Generali Strategy 2021 and the Group’s rigorous, disciplined approach to M&A, enables Generali to accelerate its business diversification benefiting the Non-Life segment, confirm its commitment to pursuing profitable growth of the Group and creating value for customers in line with Generali’s ambition to be a Lifetime Partner.

In December, Assicurazioni Generali S.p.A. completed the cross-border merger by incorporation of Transocean Holding LLC. The transaction took effect on 1 December 2021, with accounting effects back dated to 1 January 2021, and resulted in the recognition of a merger surplus reserve of € 1,197,563 thousand.

The Board of Directors of Assicurazioni Generali S.p.A. met on 9 December 2021, in line with the consultation document published by Consob, approved several changes to the process for the presentation of the list for the renewal of the Board of Directors by the outgoing Board. The Board also approved the change to the composition of the Appointments and Remuneration Committee, specifically the exit of director Clemente Rebecchini from the Committee and the simultaneous entry to the Committee of director Roberto Perotti.

On Investor Day in December, the Group’s new three-year strategy, Lifetime Partner 24: Driving Growth was presented. It also sets out a clear vision for Generali by 2024 and is

Management Report

built on three strategic pillars: driving sustainable growth, enhancing the earnings profile, and leading innovation. The strategy will also deliver strong earnings per share growth, increased Parent Company net cash flow and a higher dividend distributed to shareholders.

Generali will continue with its commitment to sustainability, with the continued goal of having a positive impact in social and environmental areas and for all stakeholders, and will continue to invest in its people to ensure they are engaged with the successful

delivery of the new plan while fostering a sustainable work environment.

In December, Assicurazioni Generali S.p.A. exercised the early redemption option on all outstanding perpetual subordinated notes belonging to ISIN XS0283627908 for the currently outstanding capital of £ 167.15 million. The redemption, authorised by the Italian insurance regulatory agency (IVASS), was carried out on 8 February 2022 in accordance with the relevant terms and conditions.

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

1. Net of technical interest attributed to the Life net underwriting balance.

Management Report

Overall economic performance

Net profit for the period amounted to 1,846,867 thousand, a decrease compared to 2,969,918 thousand in the previous year. The decrease is characterised by:

A significant decrease in the profit from ordinary operations of 1,045,411 thousand, impacted by:

a sustained decrease in ordinary financial operations, net1, of 1,341,029 thousand. This decrease is primarily due to lower dividends coming from the subsidiaries;

a worsening in the net underwriting result of 36,246 thousand. That drop concerned both the Life segment (-29,762 thousand) and the Non-Life segment (-6,484 thousand). The greater decrease in the Life segment was mainly due to the performance of the branches in Luxembourg and the United Kingdom in the Employee Benefits line and, to a lesser extent, to the worsening of the balance of reinsurance acceptances carried out directly by the Parent Company from companies external to the Group.

a decrease in ordinary net costs of 331,864 thousand. The year 2020 included costs deriving from the buyback of subordinated notes of 95,873 thousand. There was also net income from the trend in exchange rates, in contrast to the net costs posted in the previous year.

A slight increase in profit from extraordinary operations, of 2,216 thousand, on the previous year.

A decrease in total income due to taxes of 79,856 thousand, in line with the decrease in the profit before taxes. On the variation affect in particular IRES, whose income decreased by 63,033 thousand. The other tax components show an overall increase of 16,824 thousand.

NET PROFIT

€ 1,846,867 thousand

-1.123.051 thousand

Profit from ordinary operations

€ 1,679,808 thousand

-1.045.411 thousand

Profit from extraordinary operations

€ 9,050 thousand

+ 2.216 thousand

Income taxes

€ 158,010 thousand

-79.856 thousand

(in thousand euro)

2021

2020

Net premiums

1,999,005

2,058,945

Change in technical provisions (a)

369,425

584,450

Claims, maturities and surrenders

-2,111,170

-2,337,374

Operating expenses

-353,874

-390,896

Other technical income and changes

-15,779

-16,013

Technical interests of the Life segment

118,937

143,678

Net underwriting balance

6,545

42,791

Income allocated to technical accounts

459,837

717,439

Net technical result

466,382

760,229

Financial result (b)

2,741,989

4,107,759

minus income allocated to technical accounts

-578,775

-861,117

Other ordinary income and charges

-949,789

-1,281,653

Profit from ordinary operations

1,679,808

2,725,219

Realised gains and losses of other durable invest.

11,545

422

Other extraordinary income and charges

-2,495

6,412

Result before taxation

1,688,857

2,732,052

Income taxes

158,010

237,866

Profit for the year

1,846,867

2,969,918

(a) Including mathematical provisions

(b) Including net income on investments, net realised gains, value adjustments and net profits on internal fund investments

2021

2020

Total expense ratio

17.7

19.0

Combined ratio

90.3

92.1

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Gross premiums collection

Total premiums

Life premiums

Gross written premiums amounted to 3,596,949 thousand, up from the 3,202,991 thousand of the previous year. In detail, the inflows from the Life segment amounted to 1,560,003 thousand (1,518,743 thousand in 2020) while from the Non-life segment were 2,036,946 thousand (1,684,248 thousand in 2020). As regards the insurance business carried out through the freedom to provide services, a total of 20,416 thousand was collected in premiums.

The gross premiums from the Life segment amounted to a total of 1,560,003 thousand, up by 41,260 thousand compared to 2020 (1,518,743 thousand). The growth regards both accepted business, for 22,616 thousand (from 1,339,419 thousand to 1,362,035 thousand), and direct business, for 18,644 thousand (from 179,324 thousand to 197,968 thousand).

The table below illustrates the contribution of each unit of the Parent Company:

(in thousand euro)

2021

2020

Reinsurance accepted directly by the Parent Company

213,102

248,152

Luxembourg

1,135,423

1,075,770

Dubai

27,279

32,520

Hong Kong

35,355

37,592

United Kingdom

137,453

117,351

Other (*)

11,392

7,358

Total

1,560,003

1,518,743

(*) Residual portfolios managed directly by the Parent Company

Premiums accepted directly by the Parent Companydecreased, mainly as a result of the natural decrease in volumes of reinsurance accepted in run off by the subsidiary Alleanza Assicurazioni S.p.A. (-25,912 thousand) and the termination of reinsurance contracts with the subsidiary Generali Zavarovalnica d.d. (-13,999 thousand).

Premiums accepted for reinsurance by the Luxembourg branch, in the Employee Benefits line increased by 59,654 thousand, mainly due to the counter-measurement in euro of the premiums written in other currencies.

Premiums written by the Dubai branchin LoB III (unit-linked life insurance) decreased, as new business was terminated in 2019.

Premiums written by the Hong Kong branchsaw a decrease in the Employee Benefits line, mainly in the segment that fully retains the premiums written.

Premiums written by the United Kingdom branchregard the Employee Benefits line and benefit from both a higher retention rate on renewal of expiring insurance coverage and an increase in new business. This growth was seen, substantially in equal measure, both in the Captive business line, ultimately ceded to the insured companies, and in the segment that fully retains the premiums written.

Premiums written in Other portfoliosincreased in LoB I (Life insurance).

Management Report

2020

2021

1,684,248

1,518,743

2,036,946

1,560,003

Non-Life

Life

2020

2021

1,339,419

179,324

1,362,035

197,968

Direct business

Accepted business

Non-Life segment premiums

The gross premiums from the Non-Life segment amounted to a total of 2,036,946 thousand, up by 352,697 thousand compared to 1,684,248 thousand in 2020. The increase was greater in accepted business, equal to 264,740 thousand (from 1,202,188 thousand to 1,466,928 thousand). The growth in direct business stood at 87,957 thousand (from 482,061 thousand to 570,018 thousand).

The table below illustrates the contribution of each unit of the Parent Company:

(in thousand euro)

2021

2020

Reinsurance accepted directly by the Parent Company

726,084

534,638

Luxembourg

247,004

221,909

Hong Kong

292,075

250,829

United Kingdom

462,002

521,998

United States

247,181

115,953

Other (*)

62,600

38,922

Total

2,036,946

1,684,248

(*) Residual portfolios managed directly by the Parent Company

Premiums accepted for reinsurance by the Parent Companyincreased significantly. These are mainly attributable to the premiums replenishing non-proportional reinsurance coverage for natural catastrophe risks, new non-proportional reinsurance structures for the subsidiary Seguradoras Unidas SA, and a specific proportional reinsurance programme in the Motor lines.

The growth in premiums written by the Luxembourg branchin the Employee Benefits line mainly regard reinsurance acceptance by non-Group companies in the health line, within the Captive business line.

Premiums written by the Hong Kong branchgrew in the Global Corporate & Commercial line, specifically regarding the Fire and Other P&C to Property lines, and with respect to reinsurance programmes accepted in health line.

The decrease in premiums written by the United Kingdom branchwas impacted by the termination of insurance and reinsurance programmes in the Global Business Lines, only partly offset by growth in the Global Corporate & Commercial line, comprised of both accepted and direct businesses.

The New York branchposted significant growth, as a result of the new insurance programmes entered into, which mainly regard the Accident and General Liability business lines.

The growth in premiums written in the Other portfoliosmainly benefited from the inclusion, in the previous year, of business under the freedom to provide services previously carried out by the United Kingdom branch.

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

2020

2021

1,466,928

1,202,188

570,018

482,061

Direct business

Accepted business

Net technical result amounted to 175,164 thousand (390,423 thousand in the previous year). The result is comprised of the net underwriting balance amounting to -60,404 thousand (-30,642 thousand in the previous year) and of the financial income transferred to the technical account, net of technical interest, which totalled 235,568 thousand (421,065 thousand in 2020).

The decrease in the net underwriting result was mainly influenced by the Luxembourg and United Kingdom branches (-22,750 thousand) in the Employee Benefits line, regarding accepted and direct business, respectively. The decrease in the results of the remaining units of the Parent Company, totalling -7,012 thousand, was specifically due to the worsening in the reinsurance acceptance directly carried out by the Parent Company from companies external to the Group. The increase in the ratio of operating expenses to

Life net underwriting result

Technical result

(in thousand euro)

2021

2020

Net premiums

1,100,525

1,099,728

Change in technical provisions

370,254

552,381

Claims, maturities and surrenders

-1,468,100

-1,646,428

Operating expenses

-186,366

-175,908

Other technical income and changes

4,345

-4,093

Technical interests of the Life segment

118,937

143,678

Net underwriting balance

-60,404

-30,642

Income allocated to technical accounts

235,568

421,065

Net technical result

175,164

390,423

2021

2020

Total expense ratio

16.9

16.0

Acquisition costs / net premiums

12.8

12.0

Administration costs / net premiums

4.1

4.0

net premiums (from 16% to 16.9%) is mainly attributable to the units that have a greater impact on the total net inflows, meaning the reinsurance accepted directly by the Parent Company and the Luxembourg branch. The former was mainly impacted by an increase in the ratio of acquisition costs to premiums attributable to the new reinsurance agreements with the subsidiary Seguradoras Unidas SA, and for the latter, there was an increase in the ratio of commission expenses to premiums paid on renewing reinsurance agreements with several companies external to the Group.

Income allocated to the technical account, net of technical interest, decreased in line with the downturn in income during the year.

Following are further details on the net underwriting result for each unit of the Parent Company.

Management Report

Net underwriting result by branch

(in thousand euro)

2021

2020

Reinsurance accepted directly by the Parent Company

-3,809

4,530

Luxembourg

-65,095

-53,959

Dubai

241

-557

Hong Kong

5,785

8,451

United Kingdom

-5,447

6,168

Other (*)

7,921

4,726

Total

-60,404

-30,642

(*) Residual portfolios managed directly by the Parent Company

The reinsurance directly accepted by the Parent Companysaw a decrease in its result of 8,340 thousand (from 4,530 thousand to -3,809 thousand), of which -13,151 thousand attributable to the acceptance from non-Group companies, partly offset by the positive performance of reinsurance acceptance from other Group companies (+4,811 thousand). Regarding the result of the acceptance from other Group companies, the main changes regard that from the subsidiary Generali Personenversicherung AG (+13,223 thousand), marked by smaller growth in technical provisions, and the subsidiary Generali Zavarovalnica d.d. (-9,589). For the latter, the reinsurance acceptance agreements terminated at the end of the previous year. The decrease in the result of the acceptance from companies outside the Group was specifically impacted by the strengthening of the technical provisions compared to the previous year for non-proportional reinsurance agreements.

With reference to the Luxembourg branch, the reinsurance contribution from both the Group and non-Group companies of the Employee Benefits line showed a negative net underwriting balance of 65,095 thousand, a further decrease from -53,959 thousand in the previous year. That performance was impacted by the higher claims for the year, marked by greater reserving referring to claims occurred but not yet reported.

The Dubai branch, operating in LoB III (unit-linked life insurance), whose new business was terminated during 2019, showed

profit increasing by 798 thousand (from -557 thousand to 241 thousand), specifically benefiting from improved financial profitability compared to the previous year.

The Hong Kong branchposted profit decreasing by 2,666 thousand (from 8,451 thousand to 5,785 thousand). The decrease especially regards Employee Benefits guarantees, marked by a decrease in premiums, in addition to growth in acquisition costs on the remaining portfolio accepted in resinsurance.

As regards the London branch, the Life segment is represented by portfolios of direct Employee Benefits and Unit/Index-Linked insurance. The Employee Benefits portfolio was negative, at 2,221 thousand (positive at 5,213 thousand in the previous year). The reduction was impacted by a higher loss ratio. The Unit-Index Linked portfolio, largely reinsured, showed a loss of 3,266 thousand (954 thousand in 2020), following a reinforcement of provisions for future expenses, borne by the Company.

The profit on Other portfoliosgrew by 3,195 thousand (from 4,726 thousand to 7,921 thousand) as the direct result of the growth in premiums in collective policies line for the cases of death described above.

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Non-Life net underwriting result

Technical result

(in thousand euro)

2021

2020

Net premiums

898,480

959,217

Change in technical provisions

-830

32,069

Claims, maturities and surrenders

-643,070

-690,946

Operating expenses

-167,508

-214,988

Other technical income and changes

-20,124

-11,921

Net underwriting balance

66,949

73,433

Income allocated to technical accounts

224,269

296,374

Net technical result

291,218

369,806

2021

2020

Loss ratio

71.6

69.7

Total expense ratio

18.6

22.4

Acquisition costs / net premiums

12.1

17.1

Administration costs / net premiums

6.6

5.4

Combined ratio

90.3

92.1

Net technical result amounted to 291,218 thousand, down by 78,588 thousand compared to 2020 (369,806 thousand). This result was formed by the net underwriting balance of 66,949 thousand, down compared to 2020 (73,433 thousand) and the financial income allocated to the technical account for 224,269 thousand (296,374 thousand in the previous year), which also decreased in line with the reduction in the investment result for the year.

The decrease in the net underwriting result was impacted by the negative performance of the Other portfolios and the reinsurance directly accepted by the Parent Company (total of -74,112 thousand), largely offset by the positive performance

of the other branches of the Company (total of +67,628 thousand). As regards operational indicators, the growth in the loss ratio (from 69.7% to 71.6%) specifically impacted the reinsurance directly accepted by the Parent Company (from 61.3% to 67.6%), partially offset by the performance of the other branches of the Company, which had a positive influence as a whole. The ratio of operating expenses to net premiums (improving from 22.4% to 18.6%) was specifically influenced by lower commission expenses on premiums of the London branch and the low incidence of the commission related to the new underwriting of the New York branch.

Management Report

Net underwriting result by branch

(in thousand euro)

2021

2020

Reinsurance accepted directly by the Parent Company

41,938

54,602

Luxembourg

37,960

12,634

Hong Kong

12,154

3,824

United Kingdom

14,840

-8,968

United States

12,789

2,625

Other (*)

-52,733

8,716

Total

66,949

73,433

(*) Residual portfolios managed directly by the Parent Company

The reinsurance accepted directly by the Parent Company, primarily from other Group companies, posted a result of 41,938 thousand (54,602 thousand in the previous year).

The year saw significant growth in the impacts of both claims relating to natural catastrophes and man-made claims, largely mitigated, however, by recoveries from reinsurance treaties.

Overall, the combined ratio of the reinsurance directly accepted by the Parent Company stood at 79.8% versus the 73.6% in 2020. The worsening of the ratio derives from the claims/premiums ratio, which stood at 67.6% compared with 61.3% in the previous year. Instead, the ratio of total operating expenses to net premiums was substantially stable (12.2% compared to 12.3% in the previous year).

The result of the Luxembourg branchamounted to 37,960 thousand (12,634 thousand in the previous year). Reinsurance acceptance in the Employee Benefits line and the P&C Mixer line contributed to the total result.

In detail, the result of the Employee Benefits line grew slightly to 13,262 thousand (12,634 thousand in 2020). The combined ratio stood at 91.2% (90.8% in 2020), comprising a loss ratio for the year of 70.4% (71.3% in the previous year) and the ratio of operating expenses to net premiums of 20.8% (19.3% in 2020).

The P&C Mixer line became operational in the previous year, with the business of proportional reinsurance acceptance from several Group Companies. That reinsurance acceptance mainly regards the technical provisions relating to claims in the Motor TPL business line and the General Liability business line. The result for the year came to 24,698 thousand.

The result of the Hong Kong branchamounted to 12,154 thousand (3,824 thousand in the previous year). The improvement was particularly sharp in the Global Corporate & Commercial line. The combined ratio stood at 95.8%, compared to 97.9% of the previous year. The loss ratio amounted to 67.9% (67.7% in 2020), while the percentage of operating expenses decreased from 30.2% in the previous year to 27.8%, benefiting from higher fee and commission income on reinsurance of the subsidiary Generali Italia S.p.A. in the Global Corporate & Commercial line.

As regards the London branch, the net underwriting result was positive for 14,840 thousand and improved significantly on the previous year (-8,968 thousand). The growth regarded all the Global Business Lines (Global Corporate & Commercial, Generali Global Health and reinsurance acceptance from other Group Companies in the Global Corporate & Commercial line). Note that new business in the Generali Global Health and reinsurance acceptance lines from other Group Companies in the Generali Corporate & Commercial lines terminated in 2020 and in 2019, respectively.

The combined ratio stood at 86.9%, compared to 104.9% of the previous year. The improvement in the ratio was impacted by the loss ratio, which improved from 76.8% to 56.5%. The ratio of operating expenses to net premiums, increasing from 28.1% to 30.3%, included a significant decrease in the percentage of fee and commission expenses (from 20.9% to 14.9%) and, conversely, an equally significant increase in administration costs (from 7.2% to 15.4%). Both of these trends were mainly attributable to the new non-proportional reinsurance contracts with the subsidiary Generali Italia S.p.A., which influence both net fee and commission expenses and net premiums of the branch.

The result of the New York branchamounted to 12,789 thousand (2,625 thousand in the previous year), with a combined ratio of 85.1%. Comparison with the previous year is insignificant, as the branch’s business model was substantially changed during the year. Up to the end of 2020, almost the entire portfolio underwritten was assigned and ceded to other Group Companies, while since 2021 the branch has also participated in significant new insurance programmes in the Accident and General Liability lines, most of which is retained.

The Other portfoliosshowed a loss of 52,733 thousand, compared to a profit of 8,716 thousand in the previous year. The current year’s result was impacted by increased reserving.

The combined ratio stood at 222.4%, compared to 74.4% of the previous year. In detail, the loss ratio came to 213.6% (64.6% in 2020), while the ratio of operating expenses to net premiums amounted to 8.8% (9.7% in 2020).

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Financial result

The results of the ordinary financial operations amounted to 2,741,989 thousand, compared to 4,107,759 thousand in the previous year. Income allocated to technical accounts amounted to 578.775 thousand compared to 861,117 thousand in the previous year.

The following table and comments show the changes in each item.

The class D net income amounted to 20,325 thousand, compared to net income of 29,189 thousand of the previous year. The change was mainly attributable to lower net unrealised capital gains, which amounted to 18,398 thousand compared to 25,810 thousand of the previous year, refer for the most part to mutual fund units in the portfolio of the Dubai branch. Interest income on reinsurance deposits also contributed to the contraction in net income of the category, standing at 73 thousand (2,161 thousand in the previous year); the most significant change concerns the reinsurance deposit at the assignor Generali Zavarovalnica d.d. Ljubljana. Those items were partially offset by an increase in realised gains, equal to 2,175 thousand compared to 612 thousand in the previous year, relating to the portfolio of the Dubai branch.

Net realised losses came to 599 thousand; in the previous year, net realised gains of 8,208 thousand were reported. Net realised losses posted during the year mainly derived from net realised losses on mutual funds for 18,208 thousand (6,769 thousand in 2020). Those net realised losses were partially offset by net realised gains on derivatives for a total of 13,479 thousand (equal to 12,123 thousand in 2020), net realised

gains on bonds for 1,908 thousand (2,941 thousand in 2020) and deposits with credit institutions for 1,294 thousand.

Investment adjustments, net of the gains and losses for the year, amounted to 62,393 thousand compared to 128,774 thousand in 2020. The equity line net value adjustments amounted to 48,578 thousand (78,045 thousand in the previous year) and are mainly attributable to the shareholdings of Gruppo Generali China Insurance Co. Ltd and Generali Brasil Seguros S.A. This result was also impacted by the net value adjustments to mutual fund units for 14,176 thousand (6,968 thousand in 2020), specifically relating to the Generali Money Market Fund, and net value adjustments to bond investments for 12,103 thousand (693 thousand in 2020). Those amounts were partially offset by net reversals of impairment of derivatives for an amount of 14,170 thousand (40,227 thousand in 2020), mainly referring to interest rate swap forward starting instruments.

Details of the net income from investments, totalling 2,784,655 thousand (4,199,136 thousand in the previous year), are provided below.

Management Report

2021

2020

29,189

20,325

-599

2,784,655

-62,393

8,208

4,199,136

-128,774

Class D net income

Net realised gains of investments

Value adjustments net of reversals of impairment

Net investment income

The dividends received from the companies of the Group totalled 2,581,839 thousand, down by 1,402,762 thousand compared with the previous year (3,984,601 thousand). The main income deriving from shareholdings regard the dividends received from Generali Italia S.p.A. for 937,000 thousand (in 2020 the dividend received amounted to 1,495,000 thousand), from Generali Beteiligungs GmbH for 426,069 thousand (in 2020 equal to 525,000 thousand) from Generali CEE Holding B.V. for 389,000 thousand (in 2020 equal to 425,000 thousand), from Generali España Holding de Entidades de Seguros S.A. for 256,524 thousand (in 2020 the dividend amounted to 275,088 thousand), from Generali France for 176,631 thousand (in 2020 it was 246,617 thousand), from Generali Beteiligungsverwaltung GmbH for 121,562 thousand (in 2019 it amounted to 564,607 thousand) and from by Generali Participations Netherlands N.V. for 100,675 thousand (in 2020 it amounted to 273,392 thousand).

Net interest on deposits with ceding companies amounted to 86,154 thousand, decreasing compared with the previous

year (99,283 thousand). The decrease was mainly attributable to the reinsurance acceptance in run-off from the subsidiary Alleanza Assicurazioni S.p.A.

Income from bonds amounted to 39,276 thousand (35,755 thousand in the previous year), of which 16,118 thousand deriving from government bonds (16,634 thousand in 2020) and 23,158 thousand deriving from corporate bonds (19,121 thousand in 2020).

Other income net of other changes decreased from 79,496 thousand to 77,386 thousand, mainly due to costs pertaining to the public tender offer of Società Cattolica di Assicurazioni S.p.A.

Ordinary return on investments2, determined on the basis of the average rate of return, therefore stood at 6.3% (10% in 2020), especially owing to the decrease in the dividends received from Group companies.

2. TasThe average rate of return on investments is the ratio of income for the period to half the sum of investments at book value at 31/12/2021 and 31/12/2020.

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

A discussion on the items of the above table is provided below, with exception made for the interest expenses on financial debt that is specifically discussed in the next section.

The net charge resulting from the allocations to non-technical provisions amounted to 11,443 thousand (net charge of 24,837 thousand in 2020). The balance for the year was the result of various types of net allocations, mainly relating to the branches and the solidarity fund (INPS Circular no. 56 dated 10 March 2015), partially offset by the net release of provisions for future charges relating to the renewal of the National Collective Labour Agreement.

The expense borne by the Company for the direction and coordination of the companies belonging to the Group, net of the income from brand royalties, amounted to 385,799 thousand, a decrease versus the previous year (396,565 thousand), in relation to higher income deriving from said brand royalties.

As for the remaining items of the table, the “Other” item posted net income of 32,014 thousand (charge of 253,833 thousand in the previous year). The increase during the year is mainly attributable to net income from the trend in exchange rates (84,321 thousand; net charge of 88,905 thousand in 2020) and the lack of net charges relating to the buyback of subordinated notes and the measures to support the COVID-19 emergency posted in 2020, amounting to 95,873 thousand and 29,976 thousand, respectively. That improvement was partially offset by the charges relating to the public tender offer for Società Cattolica di Assicurazioni S.p.A. incurred during the year.

The following table shows details of the components of other ordinary income and charges:

(in thousand euro)

2021

2020

Interest expenses on financial debt

-571,766

-592,155

Allocation to non-technical provisions

-11,443

-24,837

Holding expenses

-385,799

-396,565

Amortisation of intangible assets

-12,795

-14,262

Other

32,014

-253,833

Other ordinary income and charges

-949,789

-1,281,653

Other ordinary income and charges showed a negative balance of 949,789 thousand (also negative in the previous year for 1,281,653 thousand).

Other ordinary income and charges

Management Report

-949,789

-1,281,653

2021

2020

Interest expenses on financial debt

Interest expense on the financial debt of the Company amounted to a total of 571,766 thousand, down from 592,155 thousand in 2020.

Interest on subordinated liabilities decreased from 410,313 thousand in the previous year to 397,769 thousand. The decrease is attributable to the interest rates on the issues during 2021 and the previous year, which were lower than those of the positions partially redeemed in July 2020.

Interest on bonds amounted to 108,538 thousand, down slightly compared to the previous year, when this amounted to 109,993 thousand.

Interest on Other loans regarded loans to Group companies and amounted to a 65,459 thousand, down slightly compared to the previous year (71,850 thousand). The decrease is mainly attributable to interest expenses on loans to the subsidiary Generali Participations Netherlands N.V.

Extraordinary operations

The result from extraordinary operations was positive, at 9,050 thousand (6,833 thousand in the previous year).

The positive result was mainly due to the net realised gains on the sale of the property in Lisbon (5,840 thousand), the net realised gains on disposal from the sale of a share of 5% of the subsidiary GOSP - Generali Operations Service Platform to Accenture (4,259 thousand) and the realised gains relating to the shareholding GLL GmbH & Co. Retail KG i.L. (2,357 thousand), the income deriving from the recalculation of the income taxes of previous years (4,754 thousand) and net contingent assets (4,476 thousand). That income was partially offset by the expense for voluntary employee retirement incentive plans (10,428 thousand).

The previous year’s result was mainly impacted by the income deriving from the recalculation of the income taxes of previous years for 14,741 thousand, partially offset by the expense for voluntary employee retirement incentive plans amounting to 5,551 thousand and net contingent liabilities for 2,975 thousand.

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

2020

9.050

2021

2020

397,769

410,313

108,538

109,993

65,459

71,850

Bonds

Other loans

Subordinated liabilities

6.833

Asset and financial management

(in thousand euro)

2021

2020

Intangible assets

37,091

36,293

Investments

44,907,586

43,795,254

Class D investments

213,620

191,392

Reinsurers' share of technical provisions

Non-Life

1,595,928

795,992

Life

630,008

586,567

Total

2,225,936

1,382,559

Debtors

1,872,221

1,636,747

Other assets

451,024

615,944

Accrued income and deferred charges

123,791

136,407

TOTAL ASSETS

49,831,269

47,794,598

Provisions for other risks and charges

177,270

164,080

Deposits received from reinsurers

639,811

506,389

Creditors and other liabilities

12,713,483

14,107,451

Accrued expenses and deferred income

241,610

231,852

Technical provisions Non-life

4,715,239

2,597,256

Technical provisions Life

class C

4,844,038

4,969,730

class D

244,273

230,320

Total

9,803,550

7,797,306

Subordinated liabilities

8,334,498

7,796,307

Shareholders' funds

Subscribed share capital or equivalent fund

1,581,069

1,576,052

Reserves

14,493,111

12,645,241

Profit for the year

1,846,867

2,969,918

Total

17,921,047

17,191,212

TOTAL LIABILITIES AND SHAREHOLDERS’ FUNDS

49,831,269

47,794,598

The following paragraphs provide a discussion of the composition and the variations compared to the previous year of the following components of the financial position: Investments, Net technical provisions, Debt and Shareholders’ funds.

Income taxes

Income taxes constituted income of 158,010 thousand, down by 79,856 thousand compared to the previous year (237,866 thousand), in line with the decrease in the profit before taxes.

In addition to the reduction in IRES income (from 257,787 thousand a 194,754 thousand), is observed the growth of the others from others tax components, increasing overall by 16,824 thousand (from 19,920 thousand in the previous year to 36,744 thousand).

Management Report

Investments

Investments amounted to 45,121,206 thousand compared to 43,986,646 thousand of the previous year.

Class C investments, i.e. the investments of the Company excluding those benefiting the Life-segment policyholders who bear the risk, showed an increase from 43,795,254 thousand to 44,907,586 thousand.

Class D investments, i.e. the investments of the Company benefiting the Life-segment policyholders who bear the risk, amounted to 213,620 thousand, up on the previous year (191,392 thousand), mainly due to higher investments in mutual fund units in the portfolios of the Dubai branch.

Shareholdings in Group companies increased from 31,890,037 thousand to 32,858,211 thousand. The change was mainly attributable to:

the increase in the shareholding in Società Cattolica di Assicurazioni S.p.A. of 937,188 thousand due to the conclusion of the public tender offer. The shareholding amounted to a total of 1,237,843 thousand;

capital increases in the subsidiaries Generali Vitality GmbH (18,843 thousand), Generali Brasil Seguros S.A. (11,702 thousand), Generali Financial Asia Limited (7,001 thousand), Generali Seguros, S.A. (6,500 thousand) and Generali Ecuador Compañía de Seguros S.A. (2,198 thousand);

increase in the shareholding in Generali Hellas Insurance Company S.A. (178,805 thousand), following the merger of AXA Insurance S.A., acquired during the year;

impairment of shareholdings following the cross-border merger by incorporation of Transocean Holding LLC (-174,912 thousand) into Assicurazioni Generali S.p.A.;

net capital repayment of Lion River I N.V. (-56,980 thousand);

value adjustments of the Group’s shareholdings (-48,130 thousand);

counter-measurement in euro of the shareholdings in foreign currency (+103,854 thousand).

Deposits with ceding companies increased from 3,816,493 thousand to 4,650,990 thousand. The increase was especially impacted by the Luxembourg branch, in the P&C Mixer line (+1,216,923 thousand), operational from this year, as part of reinsurance acceptance from several Group Companies, specifically in the Motor TPL line and the General Liability line. That increase was partially reduced by lower deposits with ceding companies relating to the reinsurance acceptance in run-off from the subsidiary Alleanza Assicurazioni S.p.A. for -406,693 thousand.

Shares in mutual funds decrease from 4,314,612 to 3,631,148 thousand, mainly due to the change in the shares of the Generali Money Market Fund.

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

2020

2021

43,795,254

213,620

44,907,586

Class D investments

Class C investments

191,392

Bond investments amounted to 1,733,268 thousand, up on the previous year (1,724,197 thousand). This increase can be attributed to investments in corporate bonds for 160,262 thousand, offset by the decrease in investments in government bonds for 151,191 thousand.

Loans to Group companies amount to 1,732,633 thousand, down on the year previous (1,739,104 thousand). The main positions they relate to subordinated loans to subsidiaries Generali Italia S.p.A. (1,187,500 thousand) and Generali Personenversicherungen AG (459,511 thousand).

Technical provision of Life segment

Net mathematical provisionsdecreased by 336,566 thousand (from 2,995,885 thousand to 2,659,319 thousand). The decrease was especially impacted by the natural decrease of technical provisions regarding the reinsurance acceptance in run-off from the subsidiary Alleanza Assicurazioni S.p.A. for 405,482 thousand. Partially offsetting this, the mathematical provisions of the other branches of the Company grew, specifically those of the Luxembourg, Hong Kong and London branches, for a total of 61,465 thousand.

The provisions for claims outstandingtotalled 1,241,579 thousand, an increase of 143,149 thousand (1,098,430 thousand in the previous year). Those provisions have mainly been set up by the Luxembourg branch, for 1,026,400 thousand (910,562 thousand in 2020); the growth was the result, among other things, of the increased claims occurred but not yet reported during the year. The provisions set up by the remaining units of the Company amounted to 215,178 thousand (187,868 thousand in 2020), an increase of 27,310 thousand largely attributable to the reinsurance directly accepted by the Parent Company and to the London branch.

The technical provisions where the investment risk is borne by policyholdersamounted to 208,938 thousand (189,704 thousand in the previous year). Most of the provisions are established at the Dubai branch, for 199,864 thousand (180,368 thousand in 2020). The increase refers to the higher current value of the underlying investments. The other units of the Company (Reinsurance accepted directly by the Parent Company, London branch and the Holding portfolio) contribute 9,075 thousand to total provisions (9,336 thousand in 2020).

Other provisionsamounted to 348,467 thousand (329,465 thousand). The increase was mainly due to higher additional reserves for insurance acceptances by the subsidiary Generali Personenversicherungen AG (+9,069 thousand) as a result of the counter-measurement in euro, higher reserves for future expenses of the London branch (+5,104 thousand) and higher reserves for supplementary risks of the Luxembourg branch (+6,635 thousand).

Technical provision of Non-Life segment

Provision for unearned premiumsamounted to 260,730 thousand (250,599 thousand in the previous year). This increase was impacted by the New York branch (+30,413 thousand) in close correlation with the development of premium volumes during the year. The set of other units/branches largely offset that growth, as a result of both the various increases/decreases in premium volumes and the various mixes of maturities/renewals of insurance/reinsurance contracts.

Provision for claims outstandinggrew significantly by 1,307,826 thousand (from 1,550,013 thousand to 2,857,848 thousand). The greatest percentage referred to new reinsurance contracts underwritten by the Luxembourg brand – P&C Mixer (+1,297,983 thousand) with the subsidiary Generali Italia and other French subsidiaries, primarily in the Motor TPL line and the General Liability line

Net technical provisions

(in thousand euro)

Amount

Change

Incidence %

2021

2020

2021

2020

Technical provision of Life segment

4,458,303

4,613,484

-3.4

58.9

71.9

Mathematical provision

2,659,319

2,995,885

-11.2

34.2

45.6

Provision for claims outstanding

1,241,579

1,098,430

13.0

16.4

17.1

Technical provisions relating to contracts linked to investments funds and market index and relating to the administration of pension funds

208,938

189,704

10.1

2.8

3.0

Other provisions

348,467

329,465

5.8

5.5

6.2

Technical provision of Non-Life segment

3,119,312

1,801,264

73.2

41.1

28.1

Provision for unearned premiums

260,730

250,599

4.0

3.4

3.9

Provision for claims outstanding

2,857,839

1,550,013

84.4

37.7

24.2

Other provisions

743

652

13.8

0.0

Total Life and Non-life segments

7,577,615

6,414,748

18.1

100.0

Management Report

Subordinated liabilities increased by a total of 538,191 thousand. The increase is mainly attributable to the placing on the market of a new loan in the form of a sustainability bond for the value of 500,000 thousand, settled in June 2021.

Loans increased by 534,170 thousand compared to the end of the previous year. The main changes during the year regard the issue of loans with the subsidiaries Generali Participations Netherlands N.V. for 1,222,000 thousand, Generali Versicherung AG for 150,000 thousand, Alleanza

Debt management

The total debt of the Company increased by 1,072,361 thousand, from 15,645,536 thousand in the previous year to 16,717,897 thousand, primarily due to subordinated liabilities and loans from Group companies.

Assicurazioni S.p.A. for 175,000 thousand and Vitalicio Torre Cerdà S.l. for 137,000 thousand. Repayments of loans to Generali Participations Netherlands N.V. were also made for 1,135,000 and there were fewer payables for financial bills of exchange.

Debenture loans, amounting to 2,692,000 thousand, remained unchanged on the previous year.

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2020

16,717,897

2021

15,645,536

Subordinated liabilities

Nominal interest rate

Nominal value

Currency

Book value

Issue date

Call

Expiration date

6.27%

350.0

GBP

416.9

16/06/2006

16/06/2026

PERP

6.42%

495.0

GBP

199.1

08/02/2007

08/02/2022

PERP

4.60%

1,500.0

EUR

1,500.0

21/11/2014

21/11/2025

PERP

10.13%

750.0

EUR

301.6

10/07/2012

10/07/2022

10/07/2042

7.75%

1,250.0

EUR

467.6

12/12/2012

12/12/2022

12/12/2042

4.13%

1,000.0

EUR

1,000.0

02/05/2014

n.a.

04/05/2026

5.50%

1,250.0

EUR

1,250.0

27/10/2015

27/10/2027

27/10/2047

5.00%

850.0

EUR

850.0

08/06/2016

08/06/2028

08/06/2048

3.88%

500.0

EUR

500.0

29/01/2019

n.a.

29/01/2029

2.12%

750.0

EUR

750.0

01/10/2019

n.a.

01/10/2030

2.43%

600.0

EUR

600.0

14/07/2020

14/01/2031

14/07/2031

1.71%

500.0

EUR

500.0

30/06/2021

30/12/2031

30/06/2032

Debenture loans

Nominal interest rate

Nominal value

Currency

Book value

Issue date

Expiration date

5.13%

1,750.0

EUR

1,750.0

16/09/2009

16/09/2024

0.34%

70.0

EUR

70.0

16/10/2019

16/10/2024

0.24%

100.0

EUR

100.0

25/02/2020

25/02/2025

2.10%

386.0

EUR

386.0

16/03/2020

16/03/2040

2.10%

232.0

EUR

232.0

16/03/2020

16/03/2040

1.84%

154.0

EUR

154.0

16/03/2020

16/03/2035

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Shareholders’ Funds

Shareholders’ Funds amounted to 17,921,047 thousand, compared to 17,191,212 thousand in the previous year.

The subscribed share capital rose by 5,017 thousand following the assignment of Generali shares in favour of Group management on 10 March 2021, in implementation of the Long-Term Incentive Plan 2018.

The legal reserve rose by 1,003 thousand in order to reach the minimum level required by law in connection with the above-mentioned share capital increase to implement the Long-Term Incentive Plan 2018.

Other equity reserves increased by 1,846,866 thousand. The increase includes the following changes:

allocation to special reserve after the 2020 profit was allocated for 654,320 thousand;

allocation to the merger surplus reserve following the incorporation of Transocean Holding LLC for 1,197,563 thousand;

withdrawal from the special reserve of 5,017 thousand in relation to the share capital increase in implementation of the above-mentioned incentive plan.

Please note that the portfolio includes 6,107,256 shares with no nominal value.

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2021

2020

10,608,647

8,761,781

1,581,069

1,576,052

316,214

315,210

3,568,250

1,846,867

2,969,918

Legal reserve

Profit for the year

Subscribed share capital or

equivalent funds

Share premium account

Other reserves

Social responsibility is an integral part of our strategy: being leaders implies looking to long term prospects, listening to the stakeholders and committing to concrete areas of intervention through projects and activities capable of mobilizing resources, the know-how, and the relationships which a Group like Generali fosters.

Our strategy regarding employees, called GPeople2021, is based on five priorities:

Promote an innovative and customer-focused culture with a high degree of involvement;

Make global and diversified leaders and talents grow;

Become a simple, agile and adaptable organisation;

Acquire and develop key skills for the digital era;

Reward excellence and the creation of sustainable value.

Our employeesare the most valuable resources, our most strategic asset.

As at 31 December 2020, the Company employed a workforce of 1,786 staff (1,777 as at 31 December 2020), including a total of 520 staff employed in the foreign branches (531 as at 31 December 2020).

Traininghas always been a key priority that has involved all our employees.

With the objective of fostering the growth of leaders and talents and investing in the improvement of their skills and expertise, in 2021 we continued to offer a wide range of training programs at Group level to enhance strategic thinking and leadership capacities, provide management tools and accelerate the shift from manager to leader. During the year under review, the following were carried out virtually: the Global Mentoring Program for Group Talent Managers and the GLG (Generali Leadership Group), the Virtual Leadership Development programme for Future Owners, the Virtual Leadership Training programme for Group Talent Managers, Lead to the Next, the virtual event for Group Talent Senior

MAN-HOURS OF TRAINING

43,768

EMPLOYEES

1,786

Managers, Connect&Engage and the webinar for GLG Lead.Care.Empower – GLGs in the Next Normal.

During 2021, investments continued in the growth and development of Future Owners, young talents with a maximum of 6-7 years of professional experience, identified through a dedicated programme in 2020 with a view to strengthening the managerial pipeline, supporting business continuity in line with the Group’s D&I ambitions. During 2021, young talents had the opportunity to participate in various professional development initiatives such as training, mentoring, networking and international and cross-functional virtual projects, enjoying dialogue, openness and growth. Some of these projects were developed in the area of sustainability, availing of young people’s skills to support the mission of several NGOs in the company network The Human Safety Net.

In 2021 We GROW was launched, with the goal of accelerating the growth of Group Talents as future leaders of Generali, through diversified professional experience, and providing them the option of taking control of their careers. In order to promote international and cross-functional experiences, Group talents can use a dedicated platform on which, along with the professional development initiatives, they can transparently view open positions and projects at global level, and autonomously apply for them.

The We LEARN Program, launched in 2019 in order to acquire and develop technology-associated skills and new business models, in addition to the existing technical skills, in a context of innovation and transformation, continued for the third year. The programme - a strategic suite of numerous learning initiatives organised on several levels: Skills Assessment, Foundation courses (e.g. Digital Acumen), New Skills for evolving roles (Upskilling of existing role) and New Role Schools (Creation of new roles) - aim to provide Group employees with the new business, digital and technological innovation skills necessary to ensure the internal growth of key skills for the future and to support the strategic priorities of the business.

To increase and develop management, transversal and technical skills of the entire corporate population, the international programmes of technical excellence (e.g. Generali Advanced Technical Education) were confirmed and updated. This was in addition to training on managerial soft skills targeted to all organisational levels cross the various functions.

Other information

Following is the additional information requested in compliance with the provisions under ISVAP Regulations (now IVASS) no. 22 of 4 April 2008, modified and supplemented by the IVASS provision no. 53 of 6 December 2016.

Personnel organisation and social and environmental commitment

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In 2021, specific training programmes for the Group Head Office in the two GHO Training Catalogues were implemented and expanded, providing a total of over 125 editions of 36 courses. To meet all training needs, courses were divided into the following clusters: Empower Yourself, People Management, Enhance Innovation, Get to Know your Customers, Markets and Trends and Develop your Technical Skills. Specifically, in the first half of 2021, the offer was expanded with two new courses: Re-Connect and Re-Organize, with the goal of designing new methods of interaction offered by virtual socialisation and identifying the rules for “sound time management”. The training course Navigating Uncertainty in Projects: Risks, Unexpected Events and Black Swans was also offered, which explores VUCA (Volatility, Uncertainty, Complexity and Ambiguity) environmental features with a view to developing technical skills. With the goal of further diversifying the offering and meeting the needs for training detected, in the second half, three new courses were provided: Stakeholder Management, to adapt communications skills to various stakeholders; Strategic Thinking & Decision Making, to develop strategic thinking and decision making and, lastlyAssertiveness: a Tool to Push Change to improve concise, accurate and impactful communication.

Moreover, in relation to the continuing Covid-19 emergency, the results of two Covid surveys taken by the population of the Group Head Office showed the need to define coping strategies, i.e. behaviours that can lighten the burden and challenges laid down by the pandemic scenario. Therefore, Beyond Covid was created, a structured programme composed of large group meetings and small group workshops for the purpose of defining an action plan, cooperating with highly specialised professionals to manage Covid Fatigue and support our employees.

The Tam Tam Talks were also offered again. By providing multiple viewpoints and multidisciplinary experiences on the realities of the present, these talks pursue the objective of increasing the collective capacity of understanding future contexts characterised by volatility, uncertainty, complexity and ambiguity. In 2021 two cycles of meetings were held. The first cycle, comprising five one-hour meetings with prestigious guests, was held from 11 to 15 January, with the underlying theme “Lessons from 2020”. The second cycle, comprising six meetings, was titled: “Lavoro, aziende e società: il futuro è ibrido” (Work, Companies and Society: the Future is Hybrid) and was held from 18 October to 22 November 2021.

The Diversity & Inclusion initiatives, a fundamental component of GPeople2021 were expanded further in 2021. With the goal of improving the presence of women in leadership positions, the Lioness Acceleration Program was completed (26 women senior managers, of which 7 at GHO) while, to improve the presence of women among managers, the Elevate Circles programme was launched (targeted to 44 women managers of the Group, 5 at GHO).

An additional initiative to promote women’s empowerment and networking involved the pilot of the Leadership Coffee programme, composed of a total of 24 meetings in which three women leaders shared their personal/professional experience, activating an open exchange of opinions with the participants, in an informal context. The Women Empower mentorship programme also continued. Based on the relationship between a mentor and a mentee, it encourages women’s leadership and was developed by People Care, in synergy with the other Group companies.

On disabilities, local action plans continued to be defined to concretely promote inclusion. Moreover, the first disability information campaign, Diverseabilities (with the presence of 2 champions of the HO), in order to raise awareness of all employees to create a work environment that values people for their strengths, offering all colleagues with disabilities the opportunity to best express their potential. Significant steps forward have been taken in terms of inclusion regarding the LGTBQI+ world. In addition to significant work to raise awareness, carried out by WeProud, the first LGBTQI+ Employee Resource Group established in 2020, which comprises almost 900 members, three training modules on this theme were released on We LEARN.

In addition to Group initiatives on D&I, there were around 400 D&I actions managed locally (of which 28 at GHO).

In that regard, one example is the decision to once again offer in the Training Catalogues of the Group Head Office the Day by Day Inclusion: Managing the Unconscious Bias course, with the purpose of building a culture of inclusion and respect that considers diversity as a value. In line with this goal, and to provide additional tools to support women’s leadership and empowerment, in the first half of 2021, we introduced two new courses: People Management: a Female Point of View and Women’s Empowerment: Planning the Future. The former analyses one’s leadership style to effectively manage a team, while the latter helps employees work on themselves to empower their professional careers.

Our commitment in the area of D&I also entailed the creation of virtual group events dedicated to the following issues: Gender (Be Bold for Inclusion, for the entire population of the GHO and the Unconscious Bias course for the Group Chief Financial Officer area) LGBTQI+ (LGBTQI+ Inclusion Counts, dedicated to all people in the Group Head Branch and LGBT+ Inclusion, A New Leadership Challenge, targeted to the Top Management of the Group Head Branch and Country Italy) and Disability (The Struggle of Mental Health and Women And Disabilities, The Double Challenge For Inclusion).

In support of the implementation of a strong performance management process for the employees of Assicurazioni Generali and the whole Group, in 2021, two types of training courses were provided:

Performance Management Training: Deep dive on goal setting’s evaluation. The content of this course regarded the performance management process, specifically analysing

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the phase of Goal Setting and the correct ways of formulating and subsequently evaluating goals, both within a BSC and a simple goal list. 6 sessions were provided (4 in Italian and 2 in English). The course was targeted to the entire population of AG. In total, 597 people participated in the sessions;

Performance Management per Employee/Manager - Deep dive on Orion. These training sessions focused on using the Orion platform by Oracle, which is used to manage various activities regarding the performance cycle. The course was mainly targeted to new employees, but it was also useful for those who needed a refresher on using the system. 6 training sessions were provided (4 in Italian and 2 in English), differentiated for employees and managers. 195 people participated in the meetings.

The provision of training and refresher courses for the development of language skills also continued, both through the courses in the Training Catalogue of the Group Head Office (“Meeting Skills” Communication Workshop and “Presenting Skills” Communication Workshop) and through individual language training. The on-line English course, Yes I do, was also made available to the entire population of the GHO. This e-learning course is structured to guarantee not only access to the education materials, but also flexible participation in the virtual classes of group conversations, available daily on the course platform.

Moreover, training initiatives aimed at strengthening specialised knowledge of specific professional families (e.g. Compliance Academy and Audit Academy) continued.

In 2021 the provision of the “Compliance Excellence program” training also continued, along with organisation of the related certification in partnership with SDABocconi. Certification verifies the conclusion of a training course composed of 12 topical modules as part of that programme, to analyse the main risks that compliance specialists shall handle in their day-to-day work.

As regards mandatory training, the classes for the monitoring of aspects related to occupational health and safety (Italian Legislative Decree 81/2008) continued. All possible classroom courses were converted into webinars, with the exclusion of the practical exercises in the initial training and refreshers for persons in charge of First Aid and Fire Prevention, for whom customised classrooms were set up for in-person sessions in the period October-December 2021, as a result of a decrease in the pressure of the pandemic at year-end. Training on Remote working safety was guaranteed for all staff working remotely, as well as a specific course on returning to work safety to mitigate Covid risk.

In line with the past, training continued to foster the dissemination and operating application of the “Organisational, management and control model”, as required by Italian Legislative Decree 231/2001: a new course was activated on the Organisation, Management and Control Model, targeted to the entire population of Assicurazioni Generali. With respect

to training on laws and regulations, employees were required to participate in specific e-learning classes regarding training and awareness-raising, through specific initiatives, on matters dealt with in the Code of Conduct.

In 2021, the catalogue of compliance courses that cover the most significant risks the Group is exposed to (Financial Crime, Personal Data Protection, Antitrust and Business Ethics and Integrity) was further expanded. Those courses were gradually offered to all employees. For the purpose of increasing the effectiveness of training, specialised courses were also designed for the professional families with a greater exposure to specific compliance risks (Internal Control System, Related Parties Transactions and International Sanctions).

We remunerate our employees based on the National Collective Labour Agreement of the sector and the Supplementary Corporate Agreement.

We also offer additional benefits including supplementary pension plans, death or permanent disability insurance, long term care insurance, discounted insurance coverage extendible also to family members and a company welfare plan. To reconcile work, personal and family commitments, our employees can also benefit from flexible hours, part-time work, unpaid leave of absence and child day-care.

The employees are guaranteed, inter alia, a working environment that is discrimination- and harassment-free, as well as working conditions compliant with the current regulations in terms of health and safety in the workplace, with particular attention given to pregnant women, mothers and disabled employees. We organise meetings with experts and seminars to increase awareness of the employees in areas such as health and mental welfare in order to avoid work related stress.

Again with regard to the pandemic under way, in relation to our people, in addition to that described in “Challenges and opportunities of the market context”, at Assicurazioni Generali S.p.A. local task forces monitor the evolution of the situation and guarantee coordinated actions on the measures to be implemented: In line with the measures undertaken in 2020 to promptly handle the various phases of the emergency:

where possible in relation to the type of work, remote working has been implemented;

a system for categorising the level of risk was defined, based on which international travel was blocked or limited. Based on the development of the pandemic situation, national travel was also limited or blocked;

in-person Group events were sharply limited or, where possible, carried out with virtual methods using various technological solutions;

rules for accessing and remaining at the company premises were established, as well as restrictions that, among the other measures, require checking body temperature at the entrance to the premises, filling in a dedicated app, EmployeeUp - health check-in, to guarantee health triage is conducted to prevent access

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by those showing symptoms attributable to Covid-19 and preserving the health of fragile persons. Moreover, in line with the regulatory provisions and, specifically, with Italian Decree Law 127/2021 of 21 September 2021, in order to access the company premises, persons are required to hold a valid Green Pass;

to manage situations of potential gatherings at the premises, flexibility in entry/exit from the office was confirmed and attendance was organised in shifts, booking access by filling in a dedicated app, EmployeeUp;

at the offices, all measures were adopted to limit the risk of spread of the virus, including placing distance between workstations, compartmentalisation of areas accessible to personnel, closing common areas and adopting extraordinary cleaning and disinfecting measures;

all employees were equipped with personal protective equipment, based on their possible level of risk (surgical and FFP2 face masks, hand sanitiser gel);

all cases of contagion were monitored, and all potential contacts identified, which were assigned to remote working for the period necessary to minimise the risk that the virus could spread through the workplace;

an assistance service was activated by the Health & Safety function, by the company physician, as well as a Covid-19 Help Line managed by Europ Assistance, to provide information on the Company’s instructions, monitor and assist people falling ill, support employees and their families and, if necessary, provide medical and psychological assistance;

communications to employees on the methods for handling the emergency and on the safety protocols were frequent and accurate, via e-mail and through the creation of a dedicated company portal;

lastly, the Company offered all employees the possibility to receive the flu vaccine, to facilitate the diagnoses of Covid-19 infection and potentially decrease its consequences

In the environmental field, we plan to play an active role in order to support the transition toward a more sustainable economy and society.

As declared in the Climate Change Strategy, our commitment to contribute to the energy transition entails specific actions regarding investments and underwriting, increasing exposure to green activities, and defining a clear stance on companies that are the most controversial for the environment, such as coal-linked companies. Dialogue and engagement of our stakeholders is also indicated as a key instrument to favour the decarbonisation process. In 2021, through our participation as a member of the Net-Zero Asset Owner Alliance and the Net-Zero Insurance Alliance, we committed to making our investment and insurance portfolios climate neutral by 2050, in line with the provisions of the Paris Agreement. We also planned a gradual decrease in exposure

Pandemics and extreme events, p. 27

to the coal-fuelled energy sector, to achieve a complete phase-out in 2030 for the OECD countries, and within the following ten years for the rest of the world.

With regard to the direct operations of Generali, all of our initiatives focus on decreasing greenhouse gas emissions: in 2021 we renewed our commitment with a new science-based target that will entail the reduction in these emissions to 25% by 2025 (compared to base year 2019). The previous target was reached and exceeded in 2020. For years we have been committed to reducing our energy, water and paper consumption and making waste management more efficient as well as improving corporate mobility. We constantly intervene on our real estate assets, according to eco-efficiency criteria, using the best available equipment and technologies. We give priority to the use of renewable energy sources and the purchase of environmental certified paper. Generali aims to implement a project to offset its CO2emissions starting in 2023, and to become climate negative as from 2040.

As proof of our commitment to the environment, in the 2021 Generali Group strategy we have undertaken to increase environmental and social product premiums by 7%-9% and to allocate 4.5 billion in new green and sustainable investments by 2021. These targets were both reached and renewed in the new Generali 190 strategy, to which reference should be made for more details.

We also innovate through our green financial management: in 2019 we issued a second green bond of € 750 million, to finance or refinance, for example, projects to purchase or modernise Group real estate assets, with a view to energy optimisation. We collected final orders exceeding € 2.7 billion, equal to around 3.6 times the offer. In 2020 we demonstrated our alignment with the sustainability strategy by issuing a second green bond for € 600 million. Also in this case, investors demonstrated considerable interest, with final orders exceeding € 4.5 billion.

In 2021, Generali issued € 500 million in subordinated notes in the new format of sustainability bonds, as part of the Sustainability Bond Framework, which expands the previous Green Bond Framework. The new instrument confirmed Generali’s leadership in the area of sustainability. The issue attracted orders totalling € 2.2 billion. Net income from the issue will be used to finance/refinance both green and social sustainability projects defined in the new Framework.

In 2021, Generali issued Lion III Re, a bond that covers catastrophe risk, the first ever Insurance Linked Security (ILS) embedding innovative green features, in accordance with the principles of the Generali Green ILS Framework, which transfers the insurance risk to institutional investors. This aligns with the following principles: (i) Generali’s freed-up capital resulting from this transaction will be allocated to green projects, (ii) the collateral will be invested into

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highly rated green notes issued by the European Bank for Reconstruction and Development (EBRD), (iii) a dedicated report will be published, illustrating the projects in which the freed-up capital is allocated, as well as reporting on its EBRD Green Projects Portfolio. In addition, the primary partners of provided services have shown commitment to align their business activities with the sustainability framework.

As for our public commitment, we have participated in and supported several important international initiatives for years (including the Paris Pledge for Action, The Geneva Association - Climate Risk Statement, European Financial Services

Round Table, and the Task Force on Climate-related Financial Disclosure (TCFD)).

We actively participate in international work round tables, including the UNEP FI work group Principles for Sustainable Insurance (PSI) on implementation of the TCFD Recommendations by insurers and the Investor Leadership Network, promoted in G7 Investor Global Initiatives, in which we also study climate change in depth with the leading actors of the financial sector.

These and other social and environmental aspects are discussed in the section dedicated to Sustainability of the website www.generali.com.

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Outward reinsurance

With reference to outward reinsurance, the business model adopted by the Group calls for, in principle, the disposal to the Parent Company of 100% of the treaties of the subsidiaries, save for any exceptions due to local legislation or regulations or business opportunities agreed with the Parent Company. The Parent Company acquires appropriate protection on behalf of the entire Group, in this way benefiting from advantages coming from the breadth of the portfolio and from the economies of scale.

The reinsurance disposals are structured on the basis of a detailed risk analysis which allows for the definition, for each class of business, of the type of structure, the retention level and the reinsurance capacity necessary to mitigate the exposure to risks and events, the latter intended as arising from the accumulation of a number of insurance contracts in the portfolio.

Contractual reinsurance provides the transfer of risk for a large part of the portfolio, while optional reinsurance provides an additional instrument for mitigating the remaining exposures. Contractual reinsurance is preferred in risk management and for this reason it is adjusted annually to reflect any

developments or new requirements of the portfolio thereby limiting the optional reinsurance to a small number of cases.

The most important classes of business are protected by the excess of loss reinsurance, which allows specifically defining the retention for each class of business and thus reducing the volatility of results, whilst retaining higher expected margins.

In accordance with the instructions received from the Balance Sheet Committee, the reinsurance structures were renewed, with retention levels and capacity substantially unchanged compared to the previous year. The only adjustments made regard the increase in the capacity of the catastrophe treaties to keep the same level of coverage in relation to the development of the portfolio and the desired risk appetite level. For this type of valuation, sophisticated stochastic tools were used to measure the risks and their probability of occurrence.

Based on the rules and policies in force, the reinsurance structures were presented to the Balance Sheet Committee at its meetings held on 5 November and 6 December 2021, which agreed on the efficiency and recommended that it be implemented.

Claims settlement velocity of the direct Italian portfolio

The following is a prospect of the claim settlement velocity broken down by individual line of business, and current and previous origin year.

Claim settlement velocity

Current origin year

Previous years

Motor TPL

60.9

37.5

Motor material damage

85.9

90.5

Accident

28.4

43.7

Health

81.5

46.2

Fire

17.1

43.8

Property other than fire

37.4

54.5

General Liability

15.8

12.0

Marine, aviation and transport (a)

62.5

27.5

Other LoB (b)

63.0

71.9

Total

76.7

43.0

(a) Included trains, air, sea, lake and river craft, cargo, TPL for air, sea, lake and river craft.

(b) Included pecuniary loss, legal protection, assistance and credit and suretyship.

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Litigation

The disputes in which the Company is involved, whose risk of losing is probable and for which a reliable estimate of the amount of the obligation was made, are described in detail in the Notes, section 12 – Provisions for other risks and charges.

Shareholders, share performance and stock options

Concerning the information required by article 123-bis of the Italian Consolidation Finance Act, please refer to the Corporate Governance and Share Ownership Report of the Company, which will be available at the General Shareholders’ Meeting.

On the basis of article 36 of Consob resolution no. 16191/2007, as subsequently amended, and article 2.6.2, paragraph 12, of Rules for the Markets organised and managed by Borsa Italiana S.p.A., it is hereby certified that in the Generali Group are met the “conditions for the listing of shares of companies with control over companies established and regulated under the law of non-EU countries” and that adequate procedures have already been adopted to ensure full compliance with the foregoing regulation.

Direction and coordination

Stock performance

The trade price of the Generali security as at 31 December 2021 was € 18.63. The security recorded, from early 2021, a minimum of € 13.92 on 5 January 2021 and a maximum of € 19.24 euro on 15 November 2021. Market capitalisation as at 31 December 2021, was € 29,455 million.

No legal or natural person, directly or indirectly, individually or jointly, holds a number of shares sufficient to give such person a controlling interest in the Company. Under the provisions introduced with the Italian Reform of Company Law, the Company is not subject to the direction and coordination of any Italian or foreign entity or company.

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KPIs per share

31/12/2021

31/12/2020

Share price information

Earnings per share (EPS)

1.81

1.11

Normalised net EPS (*)

1.78

1.23

Dividend per share (**)

1.07

1.01

Payout ratio normalised (***)

60.5%

82.6%

Total dividend (in € million) (**)

1,691

1,591

Share price information

Share price

18.63

14.26

Minimum share price

13.92

10.39

Maximum share price

19.24

18.88

Average share price

17.13

,13.91

Share volume information

Weighted average number of ordinary shares outstanding

1,573,173.478

1,569,448,327

Market capitalisation (in € million)

29,455

22,475

Average daily number of traded shares

4,835,633

5,544,326

Total shareholders' return (TSR) (****)

41.9%

-19.36%

€ 1.25

€ 1.00

€ 0.75

€ 0.50

€ 0.25

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

(**)

2020

(**)

2021

90%

80%

70%

60%

50%

40%

30%

20%

Dividend per share

Payout ratio

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Management Report and Parent Company Financial Statements 2021

(*) The adjusted net result - defined as the net result without the impact of gains and losses related to acquisitions and disposals - was equal to € 2,795 million in 2021 and excluded € 52 million relating to the acquisition of the control of the Cattolica group and to related extraordinary costs (€ 1,926 million at 31 December 2020, which neutralised € 183 million resulting from the settlement agreement for the BSI disposal). In addition, excluding from the 2020 adjusted net result the € 77 million, net of taxes, one-off expense from the establishment of the Extraordinary International Fund for Covid-19 and the € 73 million, net of taxes, expense arising from the liability management transaction, the adjusted net result would have been € 2,076 million, with an adjusted net EPS equal to € 1.32.

(**) The dividend per share at 31 December 2020, equal to € 1.01 (totalling € 1,591 million), refers to the 2020 financial year and does not include the € 0.46 dividend per share (totalling € 724 million), which was paid in 2021 and which referred to the second tranche of the 2019 financial year.

(***) The adjusted payout ratio at 31 December 2020, equal to 82.6%, is calculated as the ratio of the € 1,591 million total dividend referred only to the 2020 financial year to the ajusted net result, which amounted to € 1,926 million. The adjusted payout ratio at 31 December 2020 would have been equal to 120.2%, if it had been calculated considering the total dividend paid in 2021 for an amount of € 2,315 million (including the second tranche of the 2019 dividend).

(****) The total shareholders’ return (TSR) is the measure of performance which combines share price variation and dividends paid to show the total return to the shareholder expressed as an annualized percentage.

2021 performance of total shareholders’ return (***)

FTSE MIB

ASSICURAZIONI GENERALI

Stoxx Europe 600 Ins

50%

40%

30%

20%

10%

-10%

31/12/20

31/01/21

28/02/21

31/03/21

30/04/21

31/05/21

30/06/21

31/07/21

31/08/21

30/09/21

31/10/21

30/11/21

31/12/21

Stock option

Detailed information as required under current legislation in respect of stock option plans is given in the Report on remuneration.

Information regarding own shares

As at 31 December 2021, the Company held 6,107,256 shares without nominal value.

Other information

Assicurazioni Generali took up the option allowed under article 70, paragraph 8, and article 71, paragraph 1-bis of the Issuers’ Regulation, exempting it from the obligation to publish the prospectuses required in connection with major mergers, splits, capital increases through the transfer of goods in kind, acquisitions and disposals.

Pursuant to Italian Legislative Decree no. 254/2016, article 6, paragraph 1, the Company is not subject to the obligation of preparing an Individual Non-Financial Statement, under article 3 of the Decree itself, since the Company is included in the Consolidated Non-Financial Statement, prepared by the Generali Group pursuant to article 4.

As regards VAT, note that, effective 1 January 2020, the company adhered to the “Assicurazioni Generali Group VAT”. The representative of the “Assicurazioni Generali Group VAT” is Assicurazioni Generali S.p.A.

In compliance with the provisions of Directive 2004/109/EC and Delegated Regulation EU 2019/815 (European Single Electronic Reporting Format - ESEF), these Management Report and Parent Company Financial Statements 2021 have also been drawn up in XHTML format, available on the Group’s website.

Transactions with related parties

As from 2011, the matter of the related-party transactions has been governed by the regulation approved by the Board of Directors within the “Guidelines for transaction with related parties”. Said guidelines, available in the Governance section of the Company’s website, constitute the implementation of the regulations adopted by Consob with resolution no. 17221

dated 12 March 2010 subsequently amended by Resolution no. 17389 of 23 June 2010 that, in turn, implements the provisions of article 2391-bis of the Italian Civil Code.

In addition, the Board of Directors has adopted specific annual guidelines on intra-group transactions according to ISVAP (now IVASS) Regulation no. 25, dated 27 May 2008 (Regulation on supervision of intra-group transactions).

With regard to Consob communications no. 97001574 of 1997, no. 98015375 of 1998 and 6064293 of 2006 concerning transactions with related parties, the Company states that transactions with Group companies are conducted as part of its normal activity of coordination and are, moreover, subject to specific ISVAP (now IVASS) supervisory controls. No transactions carried out during the year were atypical with respect to normal business operations. The main intra-Group transactions, settled at fair market conditions, involved reinsurance and co-insurance, administration and management of the securities and property portfolio, claims management and settlement, IT services, loans and guarantees and loans to employees. The above-mentioned transactions and contractual performances permitted operational functions to be rationalized and the level of services to be improved.

For further details, see the Notes.

Significant intra-Group transactions are discussed in the relevant sections of the Notes. The balance sheet and annexes 5, 16, 17, 30 and Part C of the Notes provide details on the financial and economic aspects of these transactions.

Estimate of the reduction of costs arising from the verification of fraudulent Motor TPL claims

Article 30, paragraph 2, of the Italian Law 24/03/2012 no. 27 introduced the requirement for insurance companies authorised to operate in the motor vehicle third-party liability line of business, to indicate an estimate of the reduction in charges for fraudulent, claims resulting in from independent fraud control and prevention activities. In a letter dated 11 March 2014, IVASS provided stringent and unique calculation rules to the entire market, including the obligation to publish the estimated savings in a report attached to the financial statements. Based on the above and on the calculations made by the Company, no amounts are to be disclosed for 2021.

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On 25 January the director Sabrina Pucci, independent director and member of the Appointments and Remuneration and Risk and Control Committees, announced her resignation from the Board.

On 27 January, the companies in the Caltagirone group exercised their right of withdrawal from the Shareholders’ Agreement, initially established with Delfin S.à r.l. and subsequently joined by Fondazione CRT, with immediate effect, for the total shares held and previously contributed to the Agreement. The Agreement is thus binding on Delfin S.à r.l. and Fondazione CRT, which hold total shares equal to 8.331% of the issuer’s share capital with voting rights.

In February, Assicurazioni Generali decided to submit a request to IVASS, to establish whether the overall shareholding acquired by the Caltagirone Group, Fondazione CRT and Delfin S.à r.l. (equal to 16.309% of the share capital as of the last official communications) is subject to authorisation in accordance with the legislation for the insurance sector regarding coordinated purchases of qualified shareholdings that exceed 10%. It also decided to submit a request to Consob as to whether that acquisition is subject to obligations such as the disclosure of future intentions in accordance with current legislation for those who, also in coordination, exceed 10% of the share capital, and if there has been material information asymmetry for the market.

The Board of Directors of Assicurazioni Generali S.p.A. met on 2 February 2022 approved changes to the composition of board committees, also following the resignation of Paolo Di Benedetto from the Related Party Transaction Committee.

On 8 February 2022, Assicurazioni Generali S.p.A. carried out the early redemption on all outstanding perpetual subordinated notes belonging to ISIN XS0283627908 for the currently outstanding capital of £ 167.15 million, as announced in December 2021.

The Generali Group’s consolidated financial statements as at 31 December 2021 were prepared taking into account the IAS/IFRS issued by the IASB and endorsed by the European Union, in accordance with the Regulation (EC) no. 1606/2002, Italian Legislative Decree 58/1998 and Italian Legislative Decree 209/2005, as amended by Italian Legislative Decree 32/2007.

Consolidated entities totalled 505 as at 31 December 2021 compared to 484 as at 31 December 2020. In detail, entities consolidated line-by-line increased from 439 to 445 and those valued at equity went up from 45 to 60.

More complete information of the Group’s data and significant indices is provided in the 2021 Integrated Annual Report and Consolidated Financial Statements.

Significant events after 31 December 2021

On 13 January the director Francesco Gaetano Caltagirone, Deputy Vice-Chairman, non-independent director and member of the Appointments and Remuneration, Corporate Governance, Social and Environmental Sustainability, Investments, and Strategic Operations Committees, announced his resignation from the Board of Directors of Assicurazioni Generali.

On 16 January the director Romolo Bardin, independent director and member of the Appointments and Remuneration, Investments, Strategic Operations and Related Party Transactions Committees, announced his resignation from the Board.

Group highlights

Economic highlights

(in thousand euro)

2021

2020

Gross written premiums

75,825

70,704

Consolidated operating result

5,852

5,208

Result of the year

2,847

1,744

Financial highlights

(in thousand euro)

2021

2020

Total investments

709,617

654,720

Total third-party assets under management (*)

178,865

157,214

Solvency Ratio

227%

224%

(*) The 2021 annual reporting takes into account, from a management perspective, a more consistent representation of the masses of third parties under management. The value of the comparative period.

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The Board of Directors of Assicurazioni Generali met on 16 February 2022 took note of the decision of the Chairman Gabriele Galateri di Genola to withdraw his name from consideration for the upcoming renewal of the Board of Directors.

The Board of Directors of Assicurazioni Generali met on 16 February 2022 approved the Guidance for the shareholders on the dimensions and composition of the Board of Directors for the three-year period 2022-2024.

The Board of Directors of Assicurazioni Generali met on 28 February 2022 co-opted Alessia Falsarone, Andrea Sironi and Luisa Torchia as directors of the Company, and verified that they met the professional, good standing and independence requirements set forth for listed insurance companies by the applicable provisions of law and by the Corporate Governance Code. As at 28 February, the new directors did not hold any shares of Assicurazioni Generali.

Since the start of the war in Ukraine, Generali has been closely monitoring the situation and implications for operations and financial markets. As a result, it confirmed it will close its Moscow representative office; it has decided to resign from positions held on the Board of the Russian insurer Ingosstrakh, in which it holds a minority investment stake of 38.5% and on whose operations it therefore has no influence; Europ Assistance, which operates in the country, will wind down its business. Generali’s minor exposure to the Russian market in terms of investments and insurance business is also under constant evaluation and fully compliant with all applicable sanctions. The Group also decided to donate € 3 million to support refugee programmes, including a donation to UNHCR, which is currently at the forefront of the humanitarian response in Ukraine. An employee donation campaign is also underway, with donations matched 1:1 by Generali, which will be given to Unicef in support of the work that it will carry out to help impacted families.

Conclusion and outlook for operations

Thanks to the widespread distribution of vaccines and the gradual end of the pandemic phase, a recovery of the global economy is expected in 2022.

In particular, the growth of GDP in the Eurozone should stand at 3.3% in 2022, sustained by the overcoming of the negative effects on supply chains and by the consequent resumption of production processes. High confidence and continued surplus savings should drive consumers to increase spending. In March, the ECB will terminate its Pandemic Emergency Purchase Programme (PEPP), which supports the economies of member countries and, as inflation will continue to be high for a long time, it will increase interest rates in the second half of 2022.

In the United States, the interruption to supplies, which rendered growth weaker, fuelling inflation, should gradually subside during the first half of 2022. Growth forecasts are 3.4% in 2022. In March, the FED will terminate the asset purchase programme and then begin the quantitative tightening; it will increase interest rates, more aggressively than the ECB.

The recent Russian-Ukrainian conflict has generated a context of greater uncertainty and volatility, with an increase of downside risks. To date, the development of the conflict remains unpredictable and consequently it is not possible to make a reasonable estimate of the effect of the crisis on the markets and the insurance business.

Within this context, the results for the year of the Parent Company will be mainly influenced by the ability of the subsidiaries to distribute dividends, against a stability in total costs for borrowing costs and for management and coordination. The net underwriting result is expected to show growth, both in the Life and Non-Life segments.

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A. Executive Summary

The purpose of this section is to provide an overview on the Company’s solvency position and risk profile.

The Company is mainly exposed, as the whole insurance sector, to vulnerabilities arising from financial markets and the macroeconomic landscape. The Company has proven to be resilient to both financial and credit risks. Nevertheless, financial markets’ instability and the persistently low interest rate environment, although with some inflation emerging in the final part of the year and expected interest rate increase, still represent the key challenges for the insurance sector and for Assicurazioni Generali S.p.A., in a context of increasing uncertainty such as that observed with Covid-19 since 2020 and still persisting in 2022.

In fact, even after two years, the Covid-19 pandemic continues to have a strong impact on the global economy. Massive fiscal and monetary policies helped activities to recover swiftly from the 2020 shock. Many economies have already recovered pre-pandemic activity levels, though this bounce coincided with sharply rising prices. Global supply disruptions and bottlenecks have further contributed to rising costs for energy and commodity prices.

During 2021 vaccines have been released, leading to a reduction of severe cases and relieving pressure on health systems, despite the spread of Covid-19 also with new variants. Medical progress in treating the disease, further vaccinations, and a gradual transformation of the pandemic into an endemic disease, lead the way to a global recovery over 2022 and 2023, with a gradual normalisation of the most affected sectors.

Furthermore, given the current geopolitical context, at the time of the drafting of the report, the Company pays particular attention to the recent developments of the ongoing conflict in Ukraine and the related humanitarian emergency, as well as its implications on international stability and macroeconomic impacts, with particular reference to the supply and prices of energy and commodities and to further risks of the international financial system.

In this context, the insurance industry has generally shown strong resilience to the crisis over the past two years. The solvency position has remained robust, with limited impacts also in 2021, due to the effective management of key vulnerabilities, mainly financial, through effective investment management policies and more generally asset liability management.

Particular attention is dedicated to constant regulatory monitoring, both national and supranational, and to the identification of new regulatory trends that in the course of 2021 have affected, among other things, the broad proposal for the review of the Solvency II Directive and the proposal for Directive on crisis management of insurance and reinsurance companies, the safeguards in the field of IT security and ICT3 governance, the proposal for an EU Regulation on the use of artificial intelligence, transparency and fairness of conduct towards customers, also through the proposal for the reform of disclosure on PRIIPs4, sustainable finance, including the proposal for the EU Regulation on the so-called green bonds, as well as the prevention of the use of insurance products and services for the purposes of money laundering and terrorism financing.

In terms of risk profile representation, the Company uses the Internal Model (IM) of Generali Group. The use of the IM has been approved by the Supervisory Authority for the Solvency Capital Requirement calculation, including the calculation of the Solvency Capital Requirement for operational risks. The IM has become the cornerstone of the risk measurement and assessment and its use is embedded in all risk and capital management related processes.

The Solvency Ratio is equal to 276.1% increasing from the previous year for 17.3 p.p. (258.8% as at 31 December 2020), due to the increase in the value of participations in Group companies due to the increase in the value of participations in Group companies.

Since Assicurazioni Generali S.p.A. (AG) is the Parent Company of Generali Group, the participations in subsidiaries represent the main asset class within the balance sheet. As a result, the main contribution to the Company’s risk profile is given by equity risk.

In addition to financial and credit risks arising from its investments, the Company is exposed to life and non-life underwriting risks, which arise from direct premiums and reinsurance accepted from Group companies, underwritten through foreign branches.

The liquidity profile remains robust, in consideration of the effective coordination of the liquidity cash flows between the Parent Company and its subsidiaries. During 2021, despite Covid-19 pandemic, all the expected cash remittances from Group companies have been secured, contributing to the Parent Company’s significant cash position.

For the purposes of the presentation of the risk management system, it is recalled that the risk management processes and

Part B – Risk report

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3. Information and Communication Technology.

4. Packaged Retail Investment and Insurance-based investments product.

overall consistency of the system of governance and of the internal control and risk management system with internal and external regulations; it establishes the Key Functions, defining their mandates and the reporting lines as well as the supporting committees; defines the risk appetite on the basis of ORSA results;

Senior Management is responsible for the implementation, maintenance and monitoring of the system of governance, according to the directives of the Board of Directors;

the Key Functions, in particular:

the Risk Management Function supports the Board of Directors and the Senior Management in defining the risk management, risk monitoring and risk measurement strategies and provides, through an appropriate reporting system, the elements for the assessment of the overall risk management system;

the Compliance Function supports the Board of Directors and the Senior Management in assessing that the organisation and the internal procedures are adequate to manage the potential risk of incurring administrative or judiciary fines, economic losses or reputational damage as a consequence of the non-compliance with laws, regulations, provisions issued by the Supervisory Authorities or with the internal regulations, as well as the risk deriving from unfavourable changes in the law or judicial orientation (compliance risk);

the Actuarial Function supports the Board of Directors in accordance with Solvency II regulation, carrying out coordination and control duties on the calculation of technical provisions in line with Solvency II, providing opinions on the underwriting policies and on the adequacy of the reinsurance agreements, as well as contributing to the effective implementation of the risk management system;

the Internal Audit Function supports the Board of Directors in the independent evaluation of the adequacy and effectiveness of the internal control system, also providing support and advice;;

the Anti Financial Crime Function regularly verifies that the processes and procedures are consistent with the aim of preventing and counteracting the risks of money laundering, terrorism financing, bribery and international sanctions, as well as of confirming the adherence to the Foreign Account Tax Compliance Act (FATCA)5requirements. The heads of Key.

Functions and Anti Financial Crime Function report to the Board of Directors.

Key Functions collaborate according to a pre-defined coordination model, in order to share information and create synergies.

risk governance are regulated through a set of risk policies, which, on the basis of the Risk Management AG Policy, define the identification, measurement, management, monitoring and reporting processes for each risk category on the basis of the risk strategy (Risk Appetite Framework of Assicurazioni Generali S.p.A.).

The Risk Report sections are structured as follows:

section B provides a brief description of the risk management system;

section C provides the Company’s solvency position and the key elements of the capital management;

section D provides an overview of the Company’s risk profile.

B. Risk Management System

System of Governance

The system of governance, which includes the internal control and risk management system, consists of the roles and responsibilities of the Board of Directors of Assicurazioni Generali S.p.A. (hereafter, Board of Directors), Senior Management and Key Functions. Furthermore, it consists of policies, administrative and accounting procedures and organizational structures aimed at identifying, assessing, measuring, managing and monitoring the main risks.

The system of governance is founded on the establishment of three lines of defence:

Operating Functions (“risk owners”), which represent the first line of defence and have ultimate responsibility for risks relating to their area of responsibility;

Risk Management, Compliance, Actuarial and Anti Financial Crime Functions which represent the second line of defence;

Internal Audit, which represents the third line of defence.

Internal Audit together with Risk Management, Compliance and Actuarial Functions represent the Key Functions.

The Anti Financial Crime Function is considered equivalent to the Key Functions. The roles and responsibilities of the Board of Directors and related Committees, Senior Management, Key Functions and the interactions among Key Functions are described within the Corporate Governance Report. Key roles within the risk management system are outlined below:

the Board of Directors is ultimately responsible for the system of governance; it adopts the Directives on the system of governance and the internal control and risk management policies and reviews them on an annual basis; it is also responsible for the management and the

5. The heads of the local Anti Financial Crime functions have the same responsibilities with exceptions subject to approval by the Group Anti Financial Crime Function.

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6. The Risk Management AG Policy covers all Solvency II risk categories and, in order to adequately deal with each specific risk category and the underlying business processes, it is complemented by the following risk policies: Investment Governance Group Policy; P&C Underwriting & Reserving AG Policy; Life Underwriting and Reserving AG Policy; Operational Risk Management AG Policy; Liquidity Risk Management Group Policy and other policies related to business processes, such as Capital Management AG Policy, Supervisory Reporting and Public Disclosure AG Policy, etc. All policies are updated on annual basis.

7. An ESG factor is defined as any aspect of an environmental, social or corporate governance nature that may have an impact on the achievement of AG’s strategic objectives and on its organization or that, conversely, the Company may influence through its activities or choices..

1. Risk identification

The purpose of the risk identification is to ensure that all material risks to which the Company is or could be exposed are properly identified. The Risk Management interacts with the main business functions in order to identify their main risks, assess their importance and ensure that adequate measures are taken in order to manage them, according to a sound governance process.

Within this process, also emerging risks, related to future risks and trends, with uncertain and often systemic developments, are considered, as well as sustainability risks, i.e. risks related to so-called ESG (Environmental, Social and Governance7) factors.

The categorization of the identified risks follows the structure provided by IVASS Regulation n. 38 of 3 July 2018, Art. 19.

2. Risk measurement

The risk measurement process aims at assessing the identified risks by means of their contribution to the capital requirement (for the so-called quantifiable risks), complemented by other modelling techniques (for the so-called non-quantifiable risks) deemed appropriate and proportionate to better reflect the Company’s risk profile. The use of the capital metric ensures that each risk is covered by an adequate amount of capital that could absorb the losses incurred if the risks materialise.

The capital requirement is calculated by means of the Group IM for financial, credit, life and non-life underwriting and operational risks. The IM provides an accurate representation of the main risks, measuring not only the impact of each risk taken individually but also their combined impact on the Company’s own funds.

IM methodology and governance are provided in section Solvency Position.

Risks not included in the capital requirement calculation, such as liquidity risk and other risks, are evaluated based on quantitative and qualitative techniques, models and additional stress testing or scenario analysis.

3. Risk management and control

The Company’s risks are managed in line with the risk appetite defined by the Board of Directors within the Risk Appetite Framework of Assicurazioni Generali S.p.A. (RAF). The RAF defines the level of risk considered acceptable in conducting business and provides the overall framework for embedding risk management into business processes. In particular, the RAF includes the risk appetite statement, risk preferences, risk metrics, tolerance and target levels.

The RAF statement is complemented by qualitative assertions (risk preferences) supporting the decision-making processes, by risk tolerances providing quantitative boundaries to limit excessive risk-taking, as well as by a target operating range to provide indications on the solvency level at which the Company aims to operate. Tolerance and target levels are referred to capital metrics.

The RAF governance provides a framework for embedding risk management into day-to-day and extraordinary business operations and control mechanisms as well as the escalation and reporting processes to be applied in case of risk tolerance breaches. Should an indicator approach or breach the defined tolerance levels, escalation mechanisms are activated.

Risk Management System

The principles defining the risk management system are provided in the Risk Management AG Policy6, which is the cornerstone of all risk-related policies and guidelines. The Policy covers all risks the Company is exposed to, on a current and forward-looking basis.

The risk management system consists in the following phases:

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SCR Coverage

(in thousand euro)

2021

2020

EOF to meet the SCR

51,115,951

45,887,068

SCR

18,514,575

17,727,541

Solvency Ratio

276.1%

258.8%

4. Risk reporting

The purpose of risk reporting process is to keep the business functions, Senior Management, Board of Directors and the Supervisory Authority informed on an ongoing basis on the development of the risk profile, the trends of the single risks as well as about the breaches of risk tolerances.

The Own Risk and Solvency Assessment (ORSA) Report is also produced. This is the main risk reporting process with the purpose to provide a comprehensive view on the risk profile and of the overall solvency needs on a current and forward-looking basis. The main risks are assessed and documented in the ORSA process, also on a forward-looking basis. Both the risks included in the SCR calculation and those risks where no capital requirement is foreseen are taken into account.

The ORSA process is coordinated by the Risk Management Function, supported by other Functions for what concerns the own funds, technical provisions and other risks.

The ORSA Report is produced on an annual basis, as well as in case of significant changes in the risk profile, as defined by the Risk Management AG Policy. The results of the ORSA, together with the indication of the methods used, are submitted to the Board of Directors for discussion and approval.

C. Solvency Position

Overall Solvency Position

The solvency position, provided on the basis of IVASS Provvedimento n. 53, 2016, is defined as the ratio between Eligible Own Funds (EOF) and the Solvency Capital Requirement (SCR).

The solvency position of the Company increases from 258.8% at 31 December 2020 to 276.1% at 31 December 2021.

The own funds move from € 45,887,068 thousand at 31 December 2020 to € 51,115,951 thousand at 31 December 2021, with an increase of 5,229 mln (+11.4%).

The increase is mainly related to the growth in the value of participations in subsidiaries (+21.3%), partially offset by the impact of non-financial components of the result for the year (net of dividends received from Group companies), the contribution of M&A transactions and the impact of the proposed dividend.

The increase in the value of participations compared to YE 2020 (+21.3%) is mainly due to the solid contribution of the normalised generation of capital by the Group’s operating companies. This increase is further reinforced by the good performance of the equity market, from the benefit of the recovery of the risk-free curve, which more than offset the widening of the spread on BTPs observed in the period.

EOF to meet the SCR are calculated based on the net equity, revaluating all assets and liabilities at market value. The main adjustments in net equity include:

deduction of intangible assets;

revaluation of investments at fair value (incl. participations and bonds);

technical provisions (TPs) are accounted for based on Solvency II rules, as a sum of best estimate of liabilities and risk margin8;

revaluation of non-technical provisions at fair value (e.g. financial and subordinated debt);

net deferred taxes on the above evaluations;

deduction of foreseeable dividends and Company’s own shares.

Subordinated debt (with specific features in terms of availability, duration and absence of incentives to redeem or encumbrances) eligible to cover the SCR amounts to € 7.9 billion (more details on financial debt are presented in the Balance sheet).

Own funds (OF) are classified into Tiers, representing different levels of quality with respect to loss-absorption capacity criteria9. Tier 2 OF refer to subordinated debt, while Tier 3 OF refer to deferred taxes.

8. Solvency II technical provisions reliability and adequacy are assessed by the Actuarial Function.

9. To grant a high quality of available capital, the amounts of Tier 2 and Tier 3 items eligible to cover the SCR are subject to the following limits. The eligible amount of Tier 1 items shall be at least one-half of the SCR; in case of eligible subordinated liabilities and preference shares, exceeding 20% of total Tier 1, it is downgraded towards Tier 2. The eligible amount of Tier 3 items shall be less than 15% of the SCR. The sum of the eligible amounts of Tier 2 and Tier 3 items shall not exceed 50% of the SCR.

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The SCR is calculated as the Value at Risk (VaR) of the OF subject to a confidence level of 99.5% over a one-year period (namely the SCR is calculated to ensure 1 in 200 years events coverage).

In addition to the SCR coverage, the Company calculates the MCR required to determine the minimum level of capital, under

which the Company would be exposed to an unacceptable level of risk when allowed to continue its operations. Moreover, to define MCR coverage, stricter OF eligibility rules are applied10. The MCR coverage ratio is presented in the following table.

The EOF to meet the MCR are presented below:

EOF to meet the SCR

(in thousand euro)

2021

2020

Tier 1

43,171,012

37,343,098

Tier 1 (restricted)

1,876,264

2,118,567

Tier 2

6,006,581

6,092,181

Tier 3

62,094

333,222

Total

51,115,951

45,887,068

MCR Coverage

(in thousand euro)

2021

2020

EOF to meet the MCR

45,973,005

40,348,042

MCR

4,628,644

4,431,885

Solvency Ratio

993.2%

910.4%

EOF to meet the MCR

(in thousand euro)

2021

2020

Tier 1

43,171,012

37,343,098

Tier 1 (restricted)

1,876,264

2,118,567

Tier 2

925,729

886,377

Total

45,973,005

40,348,042

10. To cover the MCR, the eligible amount of Tier 1 items shall be at least 80% of the MCR; the same limitation on subordinated liabilities and preference shares is set. The eligible amount of Tier 2 items shall not exceed 20% of the MCR. No Tier 3 items are allowed to cover the MCR.

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11. Main risks according to the Risk Map.

Internal Model

The Group IM is deemed to be the most appropriate way of assessing the SCR in terms of granularity, calibration and correlation of the various risks.

The IM is structured around a specific risk map, which contains all quantifiable risks that the Group has identified as relevant to its business, allowing for the calculation of the SCR both at single risk level and at aggregated level.

Following the authorization received in December 2020 for the extension to operational risks, the Internal Model covers all Company’s quantifiable11risks.

1. Group IM Methodology

In implementing the IM, the Company has adopted the so-called Monte-Carlo approach with proxy functions to determine the Probability Distribution Forecast (PDF) of the change in the basic own funds over a 1-year horizon.

The own funds probability distribution allows to determine the potential losses at any percentile for risks in scope and, in particular, the SCR corresponding to the 99.5th percentile. Monte-Carlo methods are used in the industry to obtain sound numerical results using the embedded characteristics of repeated random sampling to simulate the more complex real-world events. Proxy functions are mathematical functions that mimic the interaction between risk drivers and insurance portfolios to obtain the most reliable results. The aggregation process uses advanced mathematical techniques following market best practices. The calibration procedure involves quantitative and qualitative aspects.

2. Group IM Governance

IM governance and processes are defined in the Internal Model Governance Group Policy to ensure that:

models and components are appropriate for their purpose;

procedures are in place to design, implement, use and validate new models and model changes;

the appropriateness of the model on an ongoing basis is confirmed.

To rule the activities related to the Internal Model developments necessary to ensure its appropriateness over time, and more in general to support the Internal Model change process, the Internal Model Change Group Policy has been also defined with the aim to specify roles and responsibilities in the implementation of major and minor changes.

A dedicated committee, the Internal Model Committee, has been established to review IM calibrations and evaluate the proposals on all model methodologies, assumptions used, parameters, results, documentation and all other model related elements in order to support the Group Chief Risk Officer (GCRO) in the decision-making process on IM

developments or model changes and to control the full model lifecycle, assuring proper compliance with the Internal Model Governance Group Policy. This Committee is chaired by the Model Design Authority, responsible for ensuring the overall consistency and appropriateness of the IM.

The GCRO defines the processes and controls to ensure the ongoing appropriateness of the design and operations of the IM, so that it continues to appropriately reflect the risk profile. The GCRO is also responsible for defining the methodology of each model component, on the basis of the Internal Model Committee’s proposals, as well as for the results production, and ultimately for submitting the relevant Internal Model reporting to the Board of Directors.

The Board of Directors, assisted by the Risk and Control Committee, ensures the ongoing appropriateness of the design and operations, the ongoing compliance of the IM and also that the Internal Model continues to appropriately reflect the risk profile.

3. Group IM Validation

The IM is subject to regular independent validation on an ongoing basis, which aims to gain assurance of the completeness, robustness and reliability of the processes and results, as well as their compliance with regulatory requirements.

The validation process follows the principles and procedures defined in the Internal Model Validation Group Policy and related guidelines, defined in accordance with Art. 124 of the Solvency II Directive.

The validation output is designed to support Senior Management and Board of Directors in understanding the appropriateness of the Internal Model, including improvement areas where IM presents weaknesses and limitations, especially with regards to its use.

To ensure an adequate level of independence, the resources performing the validation activities are not involved in the development or operation of the Internal Model.

Within the validation activities, the results obtained during previous validation cycles are also considered, as well as developments within internal and external business environment, financial market trends and IM changes. The Internal Model validation process excludes those aspects already covered by the assurance work of the Group Actuarial Function (i.e. technical provisions and related IT systems, actuarial platforms and their governance).

Furthermore, the validation process contributes to ensure timely and accurate incorporation of IM modelling refinements.

In order to warrant the appropriateness of the array of elements contained within the IM, the validation covers both the quantitative and qualitative aspects of the Internal Model and is therefore not limited to the calculation engine and methodology.

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The validation process is carried out periodically and, in any case, when requested by the Board of Directors or the Senior Management.

D. Risk Profile

Life underwriting risks

The Company is exposed to life underwriting risk deriving from indirect business, as it operates as the main reinsurer of Group companies, and from direct business mainly performed through foreign branches operating in the United Kingdom (UK), Hong Kong and Dubai.

The life portfolio consists of traditional products, primarily savings products, pure risk and health covers. It also includes annuity portfolios.

Life underwriting risks can be distinguished in biometric and operating risks embedded in the life insurance policies. Biometric risks derive from the uncertainty in the assumptions regarding mortality, longevity, health, morbidity and disability rates taken into account in the insurance liability valuations. Operating risks derive from the uncertainty regarding the amount of expenses and the adverse exercise of contractual options by policyholders. Policy lapse is the main contractual option held by the policyholders, together with the possibility to reduce, suspend or partially surrender the insurance coverage.

The main life underwriting risks of the Company are the following:

mortality risk, defined as the risk of loss, or of adverse changes in the value of insurance liabilities, resulting from changes in mortality rates, where an increase in mortality rates leads to an increase in the value of insurance liabilities. Mortality risk also includes mortality catastrophe risk, resulting from the uncertainty of pricing and provisioning assumptions related to extreme or irregular events;

longevity risk, similarly to mortality is defined as the risk resulting from changes in mortality rates, where a decrease in mortality rates leads to an increase in the value of insurance liabilities;

disability and morbidity risk derives from changes in disability, sickness, morbidity and recovery rates12;

lapse risk is linked to the loss or adverse change in liabilities due to a change in the expected exercise rates of policyholder options. The relevant options are all legal or contractual policyholder rights to fully or partly terminate, surrender, decrease, restrict or suspend insurance cover or permit the insurance policy to lapse. Mass lapse events are also considered;

expense risk derives from changes in expenses incurred in servicing insurance or reinsurance contracts;

health risk is related specifically to health products and also includes health risk related to catastrophe events.

12. Recovery rates refer to the assumptions adopted by the Company in the calculation of the technical provisions, with regards to the time period in which the policyholder will benefit of the disability, sickness and morbidity compensation.

The approach underlying life underwriting risk measurement is based on the calculation of the loss resulting from unexpected changes in biometric/operating assumptions.

Capital requirements for life underwriting risks are calculated on the basis of the difference between the insurance liabilities after and before the application of the stresses.

Life underwriting risks are measured by means of IM.

In general, underwriting risk contribution to the risk profile after diversification remains limited due to the business of Assicurazioni Generali S.p.A. whose financial statement is mainly composed by participations and due to the high level of diversification with other risks.

Life underwriting risk management inherent to direct business is based on the product pricing process. This process consists of setting product features and assumptions regarding expenses, biometric and policyholders’ behaviour assumptions to manage any adverse impact in the realization of these assumptions.

During 2021, due to Covid-19, strengthened monitoring processes, started in 2020, have been maintained to ensure that data related to premiums, lapses and the impact of the pandemic on mortality, morbidity and health claims are collected and analysed.

Also, in addition to the regular sensitivities performed during the year, specific sensitivities on the forward-looking perspective of the life underwriting risks have been introduced to anticipate potential issues deriving from the unexpected consequences of the pandemic.

The Company reinsures or retrocedes to external reinsurers part of the assumed risks. On an annual basis, the Company updates the reinsurance and retrocession program according to its risk appetite and the reinsurance market cycle. The reinsurance and retrocession program is subject to the Life Actuarial Function assessment regarding its adequacy in line with the Actuarial Function Group Policy and the Actuarial Function Guidelines.

Non-life underwriting risks

Since the Company acts as the main reinsurer of Generali Group companies, the non-life underwriting risks mainly derive from its indirect business and from the direct business underwritten mostly by foreign branches (especially UK, Luxemburg, Hong Kong and United States) in the corporate & commercial and health & benefits segments.

Underwriting risks embedded in the non-life insurance policies are pricing and reserving risks:

pricing risk (i.e. pricing and catastrophe risks) arising from the uncertainty related to the assumptions on frequency and severity used in the definition of insurance premiums; the distinction between pricing and catastrophe risks is only

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related to the nature of risks (i.e. extreme or exceptional natural events in case of catastrophe risks and other risks in case of pricing risks);

reserving risk relates to the uncertainty of the assumptions for future payments used when defining the claims reserves posted in the financial statements.

Within catastrophe events, the main exposures refer to earthquakes in Italy and to storms and flood in Europe. Additional scenario analyses and stress tests are however conducted also for less material events.

The non-life underwriting risks are measured by means of the IM.

As already stated, underwriting risk contribution to the risk profile after diversification remains limited, given the nature of the business of Assicurazioni Generali S.p.A., whose Balance sheet is mainly composed by investments in participations. Reinsurance is the key risk mitigation technique for non-life portfolio. It aims at optimizing the use of risk capital by ceding part of the underwriting risk to selected counterparties simultaneously minimizing the credit risk associated with such operation. The Company’s non-life reinsurance strategy is embedded into the broader Group strategy and it is developed consistently with the risk appetite and the risk preferences defined in the RAF, taking into account the reinsurance market cycle. The Company has historically preferred traditional reinsurance as the main non-life catastrophe risk mitigating technique.

With the purpose of further optimising the reinsurance purchases and to continuously develop know-how in the most innovative risk transfer techniques, part of the Italian earthquake and European windstorms exposures are placed in the more competitive Insurance-Linked Securities market.

Despite the negative effects of the economic and health crisis due to Covid-19, the impacts observed were confirmed to be limited. In order to contain the portfolio’s exposure to pandemic and/or similar events, as of 2021, specific contractual clauses have been introduced into the reinsurance treaties covering the lines of business most affected by the pandemic, aimed at containing the impact of pandemic-related claims, in line with the widespread practice in the reinsurance market.

The process described, and the regular assessment performed on an annual basis enable to confirm the adequacy of the risk mitigation techniques. The operative limits proposed by the P&C, Life & Health Insurance and Reinsurance Functions are validated by the Risk Management Function, which is also responsible for measuring, monitoring and preparing the risk profile reporting.

Further limits, related to the underwriting risks management and the reinsurance counterparty default risk at Group level, have been defined in the Risk Concentrations Management Group Policy – Reinsurance and Underwriting Exposures.

Financial and credit risks

Financial risks

Since participations in Group companies are the main asset class within the Company’s portfolio, equity risk represents the main contribution to the risk profile. More generally, equity risk derives from adverse changes in the market value of the assets or of the liabilities due to changes in the level of equity market.

In addition to the equity risk driven by participations, the Company invests, as a result of its insurance activity, the collected premiums in a wide variety of financial assets, with the purpose of honouring future promises to policyholders and generating value for its shareholders. Therefore, the Company is exposed to the risk that invested assets do not perform as expected because of falling or volatile market prices and that cash of maturing bonds is reinvested at unfavourable market conditions, such as low interest rates.

Financial risks are measured by means of the IM.

In addition to equity risk, the Company is also exposed to interest rate risk, arising from investments in bonds, and to currency risk arising from direct exposures due to branches (in particular linked to the UK branch) and from the participations in subsidiaries located in the non-Euro area, mainly in Central-Eastern Europe. The Company is also exposed to property risk and concentration risk.

Risk measurement by means of the Internal Model also applies to complex and/or illiquid financial instruments, ensuring their correct valuation within the modules included in the Group Risk Map.

During 2021, financial markets showed a positive trend, recovering from the negative effects observed in the early phase of the Covid-19 pandemic. This resulted in a reduction of the volatility observed and a recovery of the markets.

It should be noted that the negative events produced by the pandemic during 2020 have shown a level of severity already considered within the assumptions underlying the Internal Model, which has thus confirmed its ability to model adverse and unexpected market events.

The Company manages its assets according to the so-called Prudent Person Principle and strives to optimize their return minimizing the negative impact of short-term market fluctuations on its solvency. The Prudent Person Principle is the main cornerstone of the investment management process.

To ensure a comprehensive management of the impact of financial risks on assets and liabilities the Strategic Asset Allocation (SAA) process needs to be liability-driven and strongly interdependent with the underwriting process. For this reason, the Company has integrated the Asset Liability Management (ALM) and the Strategic Asset Allocation (SAA) within the same process.

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The aim of the ALM&SAA process is to define the most efficient combination of asset classes which, according to the Prudent Person Principle and related regulations, maximizes the investment contribution to value creation, taking into account solvency, actuarial and accounting indicators.

The assets’ selection is performed by taking into consideration the risk profile of the liabilities held in order to satisfy the need to have appropriate and sufficient assets to cover the liabilities. This selection process aims to guarantee the security, quality, profitability and liquidity of the overall portfolio, providing an adequate diversification of the investments.

The aim of ALM&SAA is to optimize a risk-return profile over a predefined time horizon, identifying a target variable satisfying the expected return and a corresponding risk measure.

The main risk mitigation technique consists in the rebalancing of the assets portfolio by redefining the target weights for the different asset classes, duration and the related tolerance ranges, expressed in terms of investment limits. This technique contributes to an appropriate mitigation of financial risks.

Monitoring of assets and liabilities matching and compliance with the limits defined in the ALM&SAA, as well as of risk limits, is performed on a regular basis.

Regarding the investments, a reporting process is foreseen in order to allow the timely adoption of potential remedial measures. The content and frequency of this reporting is defined in the Delibera Quadro sugli investimenti. Based on the Delibera Quadro sugli investimenti, the Risk Management Function coordinates the reporting on compliance with limits set and on derivatives exposure.

The Company, also, uses derivatives with the aim of mitigating the risk of the asset and liability portfolios. The derivatives help the Company to improve the quality, liquidity and profitability of the portfolio, according to the Strategic Plan. Operations in derivatives are subject to a regular monitoring and reporting process, and in terms of governance specific authorization before entering into derivatives transactions is required

Credit risks

The Company is exposed to credit risks related to invested assets and also arising in general from counterparties as in the case of reinsurance. Similarly to financial risk, the Company has to grant that the value of assets does not fall below the value of insurance obligations.

Credit risk includes:

spread widening risk, defined as the risk of adverse changes in the market value of debt securities assets. Spread widening can be linked either to the market’s assessment of the creditworthiness of the specific obligor (often implying a decrease in rating), or to a market-wide systemic reduction in the price of credit assets;

default risk, defined as the risk of incurring losses because

of the inability of a counterparty to honour its financial obligations. This risk includes default on bond portfolio and default of counterparties in cash deposits, risk mitigation contracts, such as reinsurance, and other types of exposures subject to credit risk.

Credit risks are measured by means of the IM.

It should be noted that the SCR calculated based on Solvency II does not include the allowance for credit risk on exposures to Italian government bonds, i.e. BTP, nor does it reflect benefits resulting from the Stochastic Volatility Adjustment. Given the reduced volume of the Company’s exposure, these modelling choices produce opposite and substantially balanced effects on the solvency position.

Risk measurement by means of the Internal Model also applies to complex and/or illiquid financial instruments, ensuring their correct valuation within the modules included in the Group Risk Map.

During 2021, financial markets showed a positive trend, recovering from the negative effects observed in the early phase of the Covid-19 pandemic. This resulted in a reduction in the volatility observed and a recovery of the markets.

In addition, starting from the early stages of the pandemic, credit risk monitoring measures were strengthened, in particular on possible downgrades in order to assess the impacts on solvency and to put in place any mitigation actions.

The management of credit risk is based on the same Prudent Person Principle described above, defined within the Group Investment Governance Policy.

The ALM&SAA process already described in the previous section also applies to the optimization of the asset portfolio allocation with respect to credit risks.

As envisaged in the internal regulation, investments in securities with a high credit rating (investment grade) and with a high level of risk diversification are preferred.

The credit risk assessment is based on the credit rating assigned to counterparties and financial instruments. To limit the reliance on external rating assessments provided by rating agencies, an internal credit rating assignment framework has been set within the Risk Management AG Policy. Within this framework additional rating assessments can be performed at counterparty and/or financial instrument level. This applies even if an external rating is available. The additional rating assessment shall be renewed at least annually. Moreover, additional assessments shall be performed each time the

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parties involved in the process possess any information, coming from reliable sources, that may affect the creditworthiness of issuer/issues.

The internal credit rating assignment system at counterparty level is based on the evaluation of quantitative metrics and qualitative elements. The risk elements that are considered, among others, are referred to the assessment of the riskiness of the sector to which they belong, of the country in which the activities are carried out and of the controlling group where present. At financial instrument level, instead, the risk of its issuer is one of the main elements considered, including the peculiarities of the instrument itself.

The most important strategy for the mitigation of credit risk used by the Company is, as for financial risks, the application of a liability-driven SAA, which can limit the impact of the market spread volatility. The Company actively manages the counterparty default risk also by using collateralisation strategies in order to mitigate the losses that the Company might suffer as a result of the default of one or more of its counterparties.

As for the financial risk, the monitoring of the credit risk is in line with the Investments Risk Group Guidelines (IRGG) and with the Delibera Quadro sugli investimenti; a specific reporting on the compliance with limits defined and on derivative exposures is in place.

Risk Concentrations

The concentration towards a single issuer is managed through a set of maximum exposure limits approved by the Board of Directors within the Delibera Quadro sugli Investimenti.

These limits are further detailed in guidelines subject to the approval of the Group Chief Executive Officer.

The concentration limits are expressed as a percentage of the total value of the portfolio, depend on the issuer rating (so-called ultimate rating), and are calculated considering the overall exposure, which includes bonds, equities and liquidity.

This framework is integrated by specific concentration limits by ultimate calculated only considering the equity exposure.

The framework is also complemented by additional limits to manage the concentration by industry, geography and currency.

The compliance with the concentration limits is periodically reported to the Board of Directors and Top Management.

Further limits, related to the management of risk concentrations and exposures to reinsurance counterparties, have been defined in the Risk Concentrations Management Group Policy – Reinsurance and Underwriting Exposures.

Operational risk

Operational risk is the risk of loss arising from inadequate or failed internal processes, personnel or systems, or from external events. The definition includes the compliance risk and financial reporting risk while strategic and reputational risks are excluded.

The operational risks to which Assicurazioni Generali S.p.A. is exposed are identified and declined within the Risk Map defined in the Risk Management AG Policy and in the Operational Risk Management Policy.

Operational risks are measured by means of the IM.

The operational risk capital is calculated using a scenario-based approach carried out by means of expert judgement: risk owners and experts provide estimates for frequency and severity for each operational risk category. Only material operational risks are then considered as input for the internal model calibration. The probability distributions of losses over a one-year horizon are thus derived which are subsequently aggregated in order to obtain the annual loss distribution allowing to determine the capital requirement at a confidence level of 99.5% (as per Solvency II principles).

On the basis of the most recent assessments carried out, the most relevant risks at Company level are confirmed to be related to cyber-attacks and to the risk of non-compliance with anti-money laundering regulation. These risks are currently managed through specific Group projects.

Other relevant risks are represented by the non-compliance with regulations related to employee data privacy (also due to the effect of the pandemic event regarding the management of sensitive data), tax, market abuse, terrorism financing and international sanctions, as well as reinsurance.

During 2021, the continuation of the Covid-19 pandemic kept the focus on monitoring exposure to risks related to people (management of employee relations and workplace environment), processes (business continuity, management of outsourced activities) and IT systems (cyber-attacks, IT infrastructures and applications dysfunctions). The Company continued to carry out the action plans structured in the previous year (remote working, mitigations for the possible increase in cyber risk, employee support, extraordinary measures for workplace safety, adaptation of IT infrastructures), which allowed to effectively mitigate the effect of the pandemic on operational risks. For the future, the so-called Next Normal, Generali Group intends to continue implementing hybrid working models. The employee survey, conducted in 2021, revealed positive employee opinions on remote working and the hybrid working model. During the year, an important training program was also launched to develop the leadership skills needed to guide organizations through the hybrid scenario and support the cultural transformation, a fundamental condition for the hybrid model to be sustainable and activate a more effective and efficient organization.

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The operating activity generates cash flows related to the direct insurance business, reinsurance activities towards Group companies and subsequent cessions to external reinsurers, in addition to administrative expenses and taxes.

The liquidity sources not related to the Company’s operating activity are the dividends received from the subsidiaries, the cash inflows from loans received and from interests on loans and credits and other cash flows linked to disposals and investments.

Main liquidity uses, not arising from operating activity, are represented by cash outflows linked to payment of dividends to shareholders, loans granted and/or matured, passive interests and investments.

In addition to the financial flows mentioned above, the Company bears the implicit liquidity risk arising from the issuance of guarantees and commitments in favour of its subsidiaries.

The expected cash flows are closely monitored, in particular through the planning and control tool called Annual Liquidity Forecast, represented by a cash flow projection over a time period of 12 months.

The Annual Liquidity Forecast is the main quantitative support to determine future cash flows, potential liquidity buffers to be held and any source of financing to be activated.

The Company manages its financial resources according to the sound and prudent management principles, based on the risk appetite established by the Board of Directors. The investment limits that have been set allow for the control of risk concentrations, taking into account a number of dimensions, including asset class, counterparty, rating, commodity sector and geography, given that significant concentrations of liquidity risk could derive from large exposures to individual counterparties and/or groups. Furthermore, investments in complex and/or illiquid financial instruments are subject to specific limits that allow to preserve the overall liquidity of the Company’s financial resources.

From a general point of view, liquidity risk monitoring and management are extended to the Group’s perimeter in order to identify potential liquidity risks at Group companies’ level. In case of potential critical issues, Group companies promptly inform the relevant Company’s Functions.

Being the Group Parent Company, it coordinates and monitors the centralized Group liquidity management through the Group treasury. In particular, the centralized cash pooling allows increased flexibility in transferring cash and reduces the potential risks related to short-term liquidity needs, both at company level and at Group level.

Despite Covid-19 context, all the 2021 expected cash remittances from Group companies have been secured, contributing to the Parent Company’s significant cash position.

As a result of these measures, the assessments used in the Internal Model with regard to the pandemic risk have seen a reduction in the economic impact estimates in 2021, in line with the actual losses incurred by the Company. Conversely, the frequency estimates have increased considering the potential continuation of the phenomenon due to the possible appearance of new variants of the virus.

In terms of governance, the ultimate responsibility for managing risk sits in the first line of defence (so-called risk owners), whereas the Risk Management Function defines methodologies and processes for the identification, measurement, management and monitoring of the most important risks. In this way, management at all levels is guaranteed with a holistic view of the broad operational risk spectrum.

To further strengthen the risk management system and in addition to the usual risk owners’ responsibilities, the Company has established specialized units within the first line of defence with the aim to deal with specific risks (relating, for example, to cyber-attacks and financial reporting risk) acting as a key partner for the Risk Management Function.

An example is the creation of a dedicated unit for the management and coordination of the IT Security (cyber risk) that steers the evolution of the IT security strategy and operating model, ensuring a timely detection and resolution of the vulnerabilities that may affect the business.

Finally, it should be noted that Assicurazioni Generali S.p.A., as Parent Company, exchanges economic loss data related to operational risk, properly anonymized, through the Operational Risk data eXchange Association (ORX), a global association of operational risk practitioners where the main banking and insurance players at global level also participate. The aim is to use the data to improve the risk management and to anticipate emerging trends. In addition, since losses are collected by the first line of defence, this process contributes to create awareness among risk owners on the main risks that could affect the Company.

The loss data collection integrates the previously mentioned scenario analyses (forward-looking perspective) with a backward perspective, thus allowing for a comprehensive assessment of operational risks.

Other material risks

Liquidity risk

Liquidity risk is defined as the uncertainty, related to business operations, investment or financing activities, over the ability to meet payment obligations in a full and timely manner, in a current or stressed environment.

The Company is exposed to liquidity risk from cash flows related to operating activities, dividend policy, investing and financing activities.

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For detailed information on the management of the Company’s funding sources, please refer to the paragraph on debt on page 102 and on subordinated liabilities section 9 on page 206.

Reputational and emerging risks

Although not included in the calculation of SCR, reputational and merging risks are also taken into account.

Reputational risk refers to potential losses arising from a deterioration or negative perception of the image of Assicurazioni Generali S.p.A. by the stakeholders such as customers, shareholders, public authorities or other third parties, or increasing conflicts with policyholders due, for example, to poor quality of the services offered, placement of inadequate policies and behaviour during the sales, post-sales and liquidation phases. Within the Reputational Risk Group Guideline, the risk related to the so called ESG (Environmental, Social and Governance) factors as well as the second level reputational risk, normally deriving from operational risk, are specifically addressed.

Emerging or future risks arise from new evolving risks or trends, which are difficult to perceive and quantify, although typically systemic. These risks typically refer to environmental trends and climate change, technological changes and digitalisation, geopolitical developments and demographic

and social changes. For the identification and assessment of these risks and to raise the awareness on the implications of the main observed trends, the Risk Management Function engages with a dedicated network including specialists from business (Life & Health Insurance, P&C, Reinsurance, Investments, Asset & Wealth Management, Strategic Planning & Control, Data & Digital, Integrated Reporting, Chief Marketing & Customer Officer, Strategy, Sustainability & Social Responsibility, etc.).

The Group, through the Risk Management Function, also participates in the Emerging Risk Initiative (ERI), a dedicated working group of the CRO Forum which involves the Chief Risk Officers of the main European groups. Within ERI emerging risks common to the insurance industry are discussed and published in the ERI Radar, as well as specific studies on selected emerging risks. During 2021, the Group participated in the update of the ERI Radar in which links to ESG trends were strengthened and in the publication of the CRO Forum Paper on risks arising from mental distress conditions (Mental Health - The Hidden Crisis) and their impact for the insurance industry.

Finally, it should be noted that the project activity on Climate Change Risk continued in 2021, aimed at defining a reference framework for the management of risk related to climate change, more information is provided in the Non-Financial Disclosures at Group level.

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Result for the year and proposed Shareholders’ resolutions

1,104,912 euro to Legal Reserve, in accordance with Art. 2430 of the Italian Civil Code, for 1,691,120,605 euro to dividend distribution equivalent to 1.07 euro each share and for 154,641,649 euro to extraordinary reserve.

The maximum amount of the dividend to the shares currently eligible is 1,685,209,324 euro with an additional amount of 5,911,281 euro relevant to the shares to be issued, after the authorization of IVASS pursuant to art. 5 of ISVAP Regulation No.14 dated 18 February 2008 and according to the abovementioned Board of Directors today’s resolution

The total amount of the dividend will be taken from the distributable profit for the year

Dear Shareholders,

the profit for the year amounts to 1,846,867,166 euro.

The proposed allocation of the profit of the year and dividend distribution keeps into consideration the resolution of the Board of Directors of March 14, 2022. With such a resolution the Board of Directors has approved the assignment of 5,524,562 Generali’s shares in favor of the “Long Term Incentive Plan 2019“ (LTI Plan 2019). For the purpose of assigning the shares to the management of the Group, the expected increase in Sareholders Capital amounts to maximum 5,524,562 euro.

Considering such increase in Shareholders Capital, the profit for the year is allocated for the amount of maximum

The dividend will be paid, net of applicable withholding taxes, as from 25 May 2022 at the appointed intermediaries by means of the Monte Titoli S.p.A. central depository system. The ordinary shares of the Company will be negotiated, without the right to dividend and the allocation of earnings in kind, from 23 May, 2022.

Milan, 14 March 2022

Board of Directors

(in euro)

2021

profit for the year

1,846,867,166

to legal reserve

1,104,912

to dividend

1,691,120,605

to extraordinary reserve

154,641,649

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Management Report and Parent Company Financial Statements 2021

Appendix to the Management Report

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Management Report and Parent Company Financial Statements 2021

Disclosures pursuant to Consob communication no. 6064293 dated July 28th 2006

Reclassified financial statements and alternative performance indicators for the Report on Operations

interest contractually paid to the life policyholders, and is deemed more representative of the actual technical results of the sector since unlike the “net technical result” required in the official formats, it is not affected by the performance of financial operations.

The structure of the financial position statement is briefer than that of the mandatory format since it is based on showing balance sheet figures grouped by “macro class” rather than by single “items”, and so it provides an immediate analysis of the data that are not reclassified.

In addition to the income statement and balance sheet formats required by regulations of the sector, the Company also prepares statements representing the economic performance and financial position of the years, on the basis of which the comments and comparison indexes of the Management Report are drawn up. The income statement is reclassified since it aggregates the balances of many balance sheet items and divides the result of extraordinary operations into its main components. A “net underwriting balance” is also shown, and is to be considered an alternative performance indicator in so far as it is not expressly required by the official financial statement formats. This indicator shows the balance of the purely technical items, including operating costs and technical

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(continues)

(in thousand euro)

Compulsory profit and loss account

Riclassified profit and loss account

Item

Sign

Amount

Item

Amount

001

002

030

031

Total

2,036,946

1,138,466

1,560,003

459,478

1,999,005

Net premiums

1.999.005

003

004

018

028

064

Total

55,272

54,532

-370,254

369,425

Change in technical provisions

369.425

017

019

051

065

Total

642,997

1,429,360

38,739

-2,111,170

Claims, maturities and surrenders

-2.111.170

026

072

Total

167,508

186,366

-353,874

Operating costs

-353.874

007

027

044

078

Total

10,157

30,281

4,690

345

-15,779

Other technical income and changes

-15.779

Technical interests of the life segment (*)

118.937

Net underwriting balance (**)

6.545

Year 2021

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(in thousand euro)

Compulsory profit and loss account

Riclassified profit and loss account

Item

Sign

Amount

Item

Amount

006

042

043

076

077

079

Total

meno: Int.tecnici vita

Total

224,269

1,369,843

33,972

37,014

13,647

998,649

578,775

118,937

459,837

Allocated investment returns

459,837

029

080

Total

291,218

175,164

466,382

Net technical result

466,382

042

043

076

077

092

097

Total

1,369,843

33,972

37,014

13,647

1,473,751

84,917

2,741,989

Financial result

2,741,989

006

042

043

076

077

079

Total

224,269

1,369,843

33,972

37,014

13,647

998,649

-578,775

minus allocated investment returns transferred to technical accounts and technical interests

-578,775

099

100

Total

363,294

1,313,083

-949,789

Other ordinary income and changes

-949,789

101

Profit from ordinary operations

1,679,808

102

103

Total

34,896

25,847

9,050

Profits and losses on the realisation of other durable investments

11,545

Other ordinary income and changes

-2,495

Profit from extraordinary operations

9,050

105

1,688,857

Result before taxation

1,688,857

106

-158,010

Income tax

-158,010

107

1,846,867

Profit for the year

1,846,867

(*) Investment profit contractually acknowledged to the policyholders included in the items 042, 043, 076 and 077

(**) Alternative indicator of performance

(continues)

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(continues)

(in thousand euro)

Compulsory profit and loss account

Riclassified profit and loss account

Item

Sign

Amount

Item

Amount

001

002

030

031

Total

1,684,248

725,031

1,518,743

419,015

2,058,945

Net premiums

2.058.945

003

004

018

028

064

Total

-2,917

29,241

-552,381

584,450

Change in technical provisions

584.450

017

019

051

065

Total

690,587

358

1,601,393

45,035

-2,337,374

Claims, maturities and surrenders

-2.337.374

026

072

Total

214,988

175,908

-390,896

Operating costs

-390.896

007

027

044

078

Total

717

12,637

5,502

9,594

-16,013

Other technical income and changes

-16.013

Technical interests of the life segment (*)

143.678

Net underwriting balance (**)

42.791

Year 2020

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(in thousand euro)

Compulsory profit and loss account

Riclassified profit and loss account

Item

Sign

Amount

Item

Amount

006

042

043

076

077

079

Total

meno: Int.tecnici vita

Total

296,374

2,064,818

44,420

50,850

15,231

1,478,413

861,117

143,678

717,439

Allocated investment returns

717,439

029

080

Total

369,806

390,423

760,229

Net technical result

760,229

042

043

076

077

092

097

Total

2,064,818

44,420

50,850

15,231

2,197,053

132,451

4,107,759

Financial result

4,107,759

006

042

043

076

077

079

Total

296,374

2,064,818

44,420

50,850

15,231

1,478,413

-861,117

minus allocated investment returns transferred to technical accounts and technical interests

-861,117

099

100

Total

259,026

1,540,679

-1,281,653

Other ordinary income and changes

-1,281,653

101

Profit from ordinary operations

2,725,219

102

103

Total

46,629

39,796

6,833

Profits and losses on the realisation of other durable investments

422

Other ordinary income and changes

6,412

Profit from extraordinary operations

6,833

105

2,732,052

Result before taxation

2,732,052

106

-237,866

Income tax

-237,866

107

2,969,918

Profit for the year

2,969,918

(*) Investment profit contractually acknowledged to the policyholders included in the items 042, 043, 076 and 077

(**) Alternative indicator of performance

(continues)

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Additional information on the preparation of thefinancial statements

The information on reclassified statements and alternative performance indicators presented pursuant to the Consob recommendation of 28 July 2006 are aimed at providing a better understanding of the data and of the company’s operational performance for the users of the financial statements. In this perspective, we deemed it opportune to provide further elements for assessing the underwriting results of the company, by describing the criteria adopted in the formation of the key technical performance indexes generally used by the Company when drawing up the statement concerning the “significant data” of the year 2014, which are calculated net of reinsurance.

Loss ratio of non-life segment

This represents the ratio, expressed as a percentage, between claims and earned premiums for the period..

Expense ratio

This represents the ratio, expressed as a percentage, between total operating expenses and written premiums for the period. This ratio can be subdivided into two principal components: the acquisition cost ratio (including commissions) to premiums and administrative expenses to premiums.

Combined ratio of non-life segment

It is the sum of the percentage of claims with that of total incidence of costs on the premiums. It is essentially important in order to analyse the technical performance of the Non-Life segments because it represents the percentage of absorption that the technical costs (claims and operating costs) have compared to the premiums. The combined ratio is closely related to the “net underwriting balance” since it is not affected by the income of the investments. The less the combined ratio compared to 100%, the greater will be the “net underwriting balance” coming from insurance operations.

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Compulsory profit and loss account

Item

Description

Non Life business

Life

business

Total

LOSS RATIO

Numerator

017

Claims incurred, net of recoveries and reinsurance

642,997,424

019

Claims incurred, net of recoveries and reinsurance

72,438

Total

643,069,863

Denominator

005

Earned premiums, net of reinsurance

897,740,544

018

Change in other technical provisions, net of reinsurance

028

Earned premiums, net of reinsurance

-90,250

Total

897,650,294

Index

71.6%

EXPENSE RATIO

Numerator

026 / 072

Operating expense

167,507,555

186,366,192

353,873,747

Denominator

001 / 030

Gross premiums written

2,036,945,559

1,560,003,351

3,596,948,910

002 / 031

(-) Outward reinsurance premiums

1,138,465,588

459,478,006

1,597,943,594

Total

898,479,971

1,100,525,345

1,999,005,316

Index

18.6%

16.9%

17.7%

COMBINED RATIO

For the non-life business is the sum of the loss ratio and of the index of costs on premiums

90.3%

Performance indexes

Year 2021

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Compulsory profit and loss account

Item

Description

Non Life business

Life

business

Total

LOSS RATIO

Numerator

017

Claims incurred, net of recoveries and reinsurance

690,587

019

Claims incurred, net of recoveries and reinsurance

358

Total

690,945

Denominator

005

Earned premiums, net of reinsurance

991,375

018

Change in other technical provisions, net of reinsurance

028

Earned premiums, net of reinsurance

-88

Total

991,287

Index

69.7%

EXPENSE RATIO

Numerator

026 / 072

Operating expense

214,988

175,908

390,896

Denominator

001 / 030

Gross premiums written

1,684,248

1,518,743

3,202,991

002 / 031

(-) Outward reinsurance premiums

725,031

419,015

1,144,046

Total

959,217

1,099,728

2,058,945

Index

22.4%

16.0%

19.0%

COMBINED RATIO

For the non-life business is the sum of the loss ratio and of the index of costs on premiums

92.1%

The average rate of return on investments

The average rate of return on investments is the ratio of income for the period to half the sum of investments at book value for the year and that of the previous year.

Year 2020

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137

Management Report

Parent Company Financial Statements

Parent Company Balance sheet and the Profit and loss account

141

Balance sheet

143

Profit and loss account

157

Notes to the Parent Company Financial Statements

167

Foreword

169

PART A - Summary of significant accounting policies

170

PART B - Information on the Balance Sheetand the Profit and loss account

176

PART C - Other information

230

Cash Flow Statement

235

Appendices to the Notes

241

Securities and urban real estate

on which revaluations have been

313

140

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Parent Company Balance sheet and the Profit and loss account

142

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143

Parent Company Financial Statements

144

Assicurazioni Generali

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145

Parent Company Financial Statements

146

Assicurazioni Generali

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147

Parent Company Financial Statements

148

Assicurazioni Generali

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149

Parent Company Financial Statements

150

Assicurazioni Generali

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151

Parent Company Financial Statements

152

Assicurazioni Generali

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153

Parent Company Financial Statements

154

Assicurazioni Generali

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155

Parent Company Financial Statements

156

Assicurazioni Generali

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157

Parent Company Financial Statements

158

Assicurazioni Generali

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159

Parent Company Financial Statements

160

Assicurazioni Generali

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161

Parent Company Financial Statements

162

Assicurazioni Generali

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163

Parent Company Financial Statements

164

Assicurazioni Generali

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165

Parent Company Financial Statements

166

Assicurazioni Generali

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Notes to the Parent Company Financial Statements

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Foreword

The financial statements of Assicurazioni Generali at 31 December 2021 comprise the Balance Sheet, the Profit and Loss Account and the Notes to the Accounts and relative attachments, in addition to the Board of Directors’ Report on the Company about the performance of the Company in its entirety.

The financial statements has been drawn up in compliance with Legislative Decree No. 209 dated September 7th 2005 (Code of the Private Insurance), in force at the reference date as well as with Legislative Decree No. 173 dated 26 May 1997, as amended by the Legislative Decree No. 139 dated 18 August 2015 and by the Legislative Decree No. 58 dated 24 February 1998 of the Italian Finance Consolidation Act (TUF), amended and integrated. In addition, the provisions of which at the ISVAP (now IVASS) Regulation No. 22 dated 4 April 2008 are applied with the amendments and integrations, and relative ISVAP (now IVASS) Regulations No. 53 dated 6

December 2016, the other implementing regulations issued by the institute of vigilance and by CONSOB. Furthermore, given the specific nature of the industry and for what is not provided in the above-mentioned disposals, the Civil Code rules have been applied, as well as the indications of national accounting standards issued by the OIC are considered.

In compliance with the provisions set by ISVAP (now IVASS) Regulation No. 22 dated 4 April 2008, the cash flow statement of the Company drawn up in free form, has been enclosed in the financial statements.

The Company’s administrative body report and the directors report is enclosed in the financial statements, according to Art. 154-bis of the Italian Finance Consolidation Act (TUF).

The financial statements have been audited by KPMG S.p.A., the appointed audit firm from 2021-2029.

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Part A – Summary of significant accounting policies

Section 1 – Outline of the significant accounting policies

are held for trading; their classification, which also applies to own shares, is based on the criteria specifically set by the Board of Directors, in line with the requirements of ISVAP (now IVASS) Regulation No. 24 dated 6 June 2016.

Regarding the reasons and the most significant positions of the securities included in the item C.II and classified in the “shot-term” portfolio, see part B Section 2.2 of the Notes.

The classification of the securities portfolio is defined under Art. 23-quinquies and 23-sexies of the ISVAP regulation (now IVASS) No. 22/2008, amended and integrated.

The securities held for long-term use are valued at the weighted average cost, adjusted for any write-down considered permanent and, in case of fixed interest securities, also adjusted for the share accrued in the year of the trading spread, i.e. the positive or negative difference between the acquisition cost and the reimbursement amount at maturity.

The marketable securities are valued at the lower between the acquisition cost and the realisable value estimated from market trends, which, for listed securities is the price quoted on the last trading day of the financial year and for unlisted securities is the estimated realisable value. The acquisition cost of fixed interest securities is adjusted for the share accrued in the year of the trading spread, i.e. the positive or negative difference between the acquisition cost and the reimbursement amount at maturity.

The acquisition cost includes ancillary costs, usually consisting of banking and financial intermediation costs, directly attributable consulting fees, or fees and stamp duties (Tobin Tax on Italian securities excluded).

The initial cost of securities held for long-term and short-term use is partially or fully restored whenever the reasons for the write-downs cease to exist.

If, in situations of exceptional nature, it is necessary to make a transfer of securities from one category to another, the value of the securities transferred is the amount resulting from the application of the assessment criteria of the portfolio of origin.

For investments in subsidiaries and associates whose book value is higher than that resulting from the corresponding quota of shareholders’ equity, a recoverability test is carried out in order to determine the durability or otherwise of the loss.

With reference to the securities portfolios, a net unrealized gain of 5,458,980 thousand euro emerges from the comparison between the market values at the end of the year and the carrying amounts. This amount includes the net unrealized

The significant accounting policies that have been applied when preparing the financial statements for the year are reported below..

Intangible assets

Acquisition commissions on multi-year policies paid in advance and advertisement costs are charged entirely to the profit and loss account in the year in which those costs are incurred.

Development costs are amortized over their residual period of use.

Other deferred charges are amortized over a maximum period of five years.

Land and buildings

Land and buildings are recognized on the basis of purchase or construction cost and additional acquisition costs, net of accumulated depreciation and impairment losses.

The costs of improvements and renovations with the aim of increasing the value of the assets and extending the remaining useful life are also capitalised. The cost is also increased on the basis of revaluations made in accordance with legislation introduced by special laws.

The cost of tangible fixed assets whose use is limited in time is depreciated annually based on their respective useful life.

Lands are not subject to regular depreciation.

If at closing date, the value of fixed assets is deemed permanently lower than the book value, as determined above, appropriate adjustments are made. Write- downs are maintained in subsequent years until they remain justified.

The value of land and buildings is determined on the basis of an appraisal by an independent expert. Both the appraisal report and the independent expert meet the requirements of ISVAP Regulation (now IVASS) n. 22/2008, and subsequent amendments and integrations.

Financial investments

Financial investments are subdivided into long-term investments, destined to be held permanently by the Company, and shot-term investments (or marketable securities), which

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gain of 5,360,302 thousand of the long-term portfolios and a net unrealized gain of 98,678 thousand of the short-term portfolio.

Derivatives

The use of derivatives is consistent with the principles of sound and prudent management of the Company, as provided for in the investment policy adopted by the Board of Directors with respect to ISVAP Regulation (now IVASS) n. 24 dated 6 June 2016.

The evaluation criteria, in accordance with the provisions of Art. 23-septies of ISVAP regulation (now IVASS) n. 22/2008, amended and integrated, differ depending on the purpose of the financial transaction.

Hedging transactions are those carried out in order to protect the Company from financial risks related to the value of individual assets or liabilities, groups of assets, liabilities or future operations and cash flows. For example hedging transactions protect the Company from the volatility of interest rates, exchange rates and market prices. Derivatives with hedging purposes are measured coherently with the related hedged asset and liabilities: gains and losses are recognized in the income statement in line with the corresponding capital gains and losses of the underlying items. For example, the income and expenses relating to derivatives hedging the interest rate on debt, are recognized among the other charges, just like the related interest due.

In the case a transaction may not be classifiable as hedging transactions, only the fair value losses of the derivative is recognized in the income statement.

The value of derivatives is determined by referring to their respective market quotations, and, if these are not available, on the basis of a prudent valuation of the probable realisable value using calculation methodologies adopted by the market operators.

Loans

Loans are recognized at nominal value which, given their characteristics, corresponds to their estimated realizable value.

Deposits with ceding companies

The item includes deposits with ceding companies in relation to reinsurance risks, and are recognized at nominal value.

Investment commitments relating to investment funds and market indexes and investments deriving from the management of pension funds

Such investments are measured at market value. The market value of the assets, established by contractual conditions, is determined as follows:

a) for investments traded on regulated and active markets, by the value at the last trading day of the year;

b) for investments traded in non-regulated markets, by the estimated realization value at the year-end;

c) for other financial investments, other assets and liabilities and cash at hand, by the respective nominal value.

Receivables

Receivables from policyholders include premiums accrued but not yet collected. Commissions payable to intermediaries for premiums in the course of collection are recognized among the other liabilities. Receivables from brokers include the amounts to be paid by agents, brokers and other insurance intermediaries.

Current accounts with insurance companies include receivables from co-insurance relationships and relationships with insurance companies for services.

Policyholders and third parties for recoveries include receivables for deductibles and retrieves following the payment of insurance compensations.

Receivables arising out of reinsurance transactions include the amounts resulting from the current account balances opened with respect to insurance and reinsurance companies in relation to the ceded or indirect business. The item also includes receivables from reinsurance intermediaries.

Receivables are recognized at their estimated realizable value.

The estimated realizable value of the receivables from policyholders and reinsurance operations, is determined on a flat-rate basis, according to the analysis of the collections trend of each single line of business, given the experience acquired.

Other receivables are recognised at their nominal value which, given their characteristics, corresponds to their e realizable value.

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Tangible assets and inventory

All tangible assets are recognized at their acquisition cost net of accumulated depreciation.

New purchased electronic equipment is depreciated over their remaining useful life.

Current purchases of furniture, office equipment and goods listed in public registers are entirely depreciated over the financial year, in view of the fact that are constantly replaced.

Cash at bank and in hand

The item includes demand deposits and deposits that provide for withdrawals subject to a time limit of less than 15 days, bank cheques and cashier’s checks, cash and stamps, recognized at nominal value.

Other Assets

The item holds assets that are not included in the previous items. This includes the algebraic sum of the differences deriving from rounding up the additions of the Balance Sheet as well as the counterpart of the unrealized gains on options and hedging swaps.

The item also includes the connection account between life and non-life business.

Subordinated liabilities

Liabilities in this category are recognized at their nominal value.

Technical items

The Company has classified its Italian and foreign portfolio based on the rules set by the Legislative Decree No. 209/2005 Art. 1, paragraph 1, letters pp) and qq), as modified by Legislative Decree No. 56/2008.

The Italian direct business portfolio includes contracts entered into by the Company (as an Italian insurance company), comprising contracts stipulated by subsidiary branches in EU member countries; the Italian indirect business portfolio includes contracts wherever stipulated by the Company if the ceding company is Italian, or is established in Italy having its registered office in another state.

In the Notes, any references to the Italian portfolio is to be interpreted in this sense.

Technical items relating to acceptances and retrocessions are accounted for in the year in which they accrue, following

the ceding company agreements and on the basis of timely communications.

For non-Group companies, only in cases of insufficient information received from ceding companies, to precisely determine the accrual economic result for the year at the reporting date, the technical income items regarding acceptances and retrocessions reinsurance are accounted for in the subsequent financial year.

In the current financial statements, such technical items are included in the reinsurance suspense accounts as a counterpart of the transactions occurred on the ceding companies current accounts. Further information is provided in Part B, paragraphs 6.3 and 13.7.

Non-life provisions

The technical provisions for non-life business are computed

according to the instructions of Art. 23 - ter and 23 - quater of Regulation No. 22 dated 4 April 2008, amended and integrated (hereinafter Regulation No. 22 dated 4 April 2008), in Annexes 15, 15 bis and 16 of the same Regulation.

The Italian direct business portfolio includes the provision for unearned premiums, the provisions for outstanding claims, and the equalisation provisions.

The provision for unearned premiumsincludes:

a) the provision for premium fractions, calculated for all lines of business using the analytical method “pro rata temporis”; with reference to the contracts of the credit line of business signed or renewed before the 31 December 1991, the calculation criteria set by attachment 1 of the specific above-mentioned Regulation No. 15-bis have been applied;

b) additional provisions to the provision for premium fractions, instituted in relation to the peculiarities of certain risks (hail and other natural disasters as earthquakes, seaquakes, volcanic eruptions and related phenomena, risks deriving from the use of nuclear energy, risks included in the suretyship lines of business) and computed according to the instructions of paragraph 1 Sec. III of the specific above-mentioned Regulation.

The provision for outstanding claimsis determined by a prudent assessment of claims made on the basis of objective and prospective considerations of all predictable charges. The provision is considered adequate to cover the payment of compensation and the settlement costs related to claims occurred during the year, even if not yet reported.

The methodology consists in the analytical measurement of the ultimate cost of each claim in all lines of business and in the verification of the results through the application of statistical and actuarial methodology. The exception is represented by

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the damages to property in the MTPL line of business managed by the Company, reported in the last thirty days of the financial year, which are measured according to the “average cost” of homogenous groups of claims.

Claims incurred but not yet reported are estimated prudently on the basis of previous experience regarding both the frequency and the average cost for each line of business of the claims reported late.

The equalisation provisionsare established with the objective of equalising the rate fluctuations of future claims or in order to cover particular risks such as credit risk, natural disasters or risks deriving from the use of nuclear energy. The provisions are determined in accordance with the attachment 15 of the above-mentioned Regulation.

The calculation principles, the valuations made and the declaration that technical provisions are sufficient to guarantee the obligations undertaken by the Company for the motor and marine third party liability, are presented, for the Italian portfolio, in the report of the appointed Actuary, pursuant to paragraph 3 of Art. 23-ter of Regulation No. 22 dated 4 April 2008.

For the indirect business accepted through branches located in EU Member States, the technical provisions are determined, with relation to the commitments made, on the basis of the information provided by the ceding companies, appropriately integrated on the basis of independent evaluation to meet the commitments arising from contracts acquired pursuant to Annex 16 of Regulation No. 22 dated 4 April 2008.

The provision for unearned premium includes the provision for premium fractions, calculated analytically on a “pro rata temporis” basis, and the provision for unexpired risks, which is calculated using the empirical method. The provision for premium fractions is integrated by additional provisions covering risks arising from natural disasters as earthquakes, seaquakes, volcanic eruptions and related phenomena.

The provision for outstanding claims is determined beginning from the information given by the ceding companies.

The methods of determination and the results of the analysis on the technical provisions of the reinsurance business are the subject of a technical report of the Actuarial Function, as provided by Par. 4 of Art. 23-quarter of the Regulation No. 22 dated 4 April 2008.

The provisions for outstanding claims related to cessions and retrocessions are computed in accordance to the reinsurance contractual agreement; the provisions for unearned premiums are calculated consistently to the methods adopted for the gross business.

For the portfolio underwritten in non-EU branches, the technical provisions are computed in accordance with Art. 43 of Legislative Decree No. 209/2005, under the laws of the countries where branches operate.

Life provisions

The technical provisions of the life segment, related to the Italian direct business, are determined according to the provisions set by Art. 23-bis and 23-quarter of ISVAP (now IVASS) Regulations No. 22 dated 4 April 2008, amended and integrated (hereinafter Regulation No. 22 dated 4 April 2008). The provisions are set up, gross of reinsurance, in respect of the application rules identified in Annexes 14 and 16 of Regulation No. 22 dated 4 April 2008; they are analytically calculated on a contract by contract basis and on the basis of the prudent actuarial assumptions appropriate with each type of signed contract, with the aim to guarantee the obligations accepted by the Company.

For the Italian direct business portfolio, the provisions include:

a) the mathematical provision, which includes unearned premiums, the provision for health and professional additional premiums, the additional reserve for demographic risks and the additional reserve for financial risks;

b) the unearned premium provision of the complementary insurances, calculated using the methods provided by Paragraph 18 of Annex 14 to Regulation No. 22 dated 4 April 2008, mentioned above;

c) the provision for sums to be paid, which equals the amounts needed to cover the payment of capitals, annuities, redemptions and claims incurred but not yet paid at the end of the year;

d) the provision for future expenses;

e) the provisions for profit sharing, representing the amounts to correspond to the policyholders or to the beneficiaries of the contracts based on their quota of technical profit, which are not considered in the mathematical provision.

The Company, in the calculation of the mathematical reserves, follows the provisions set out in paragraphs 13 and 14 of Annex 14 to Regulation No. 22 dated 4 April 2008, and operates a cautious assessment on the basis of best estimate and a reasonable margin for adverse deviation of the factors considered. In particular, consistent with paragraph 19 of Annex 14 to Regulation No. 22 dated 4 April 2008 mentioned above, the Company makes use of the same technical bases that have been adopted for the calculation of the premium, for almost all of the technical provisions whose corresponding assets are valued according to the acquisition price. In any case, the amount of the mathematical reserves cannot be lower than that calculated with reference to the minimum guaranteed or surrender value conditions, if established.

With specific reference to the technical provisions of the unit linked and index linked contracts, the following provisions have been set up where applicable:

mathematical provisions for “unit-linked” contracts, calculated according to the principles set by paragraph 39 of Annex 14 to Regulation No. 22 dated 4 April 2008 and represented, with the maximum approximation, by the value of the units of Undertakings for Collective Investments (UCI, OICR) or by the value of assets included in the Company’s internal funds at year’s end;

mathematical provisions for “index-linked” contracts,

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calculated according to the principles set by paragraph 40 of Annex 14 to Regulation No. 22 dated 4 April 2008 and represented, with the maximum approximation, by the quota representing the reference value at year end; the provisions take into account all risk factors that might affect the level of security and marketability of the assets intended for their coverage.

Considering the presence of additional guarantees on “unit-linked” contracts, pursuant paragraph 4 of Art. 41of the Legislative Decree No. 209/2005, additional technical provisions have been established, in accordance with actuarial principles and rules provided by paragraph 41 of Annex 14 to Regulation No. 22 dated 4 April 2008.

The calculation principles, the valuations made and the declaration that technical provisions are sufficient to guarantee the obligations undertaken by the Company, are presented, for the Italian portfolio, in the report of the appointed Actuary, pursuant to paragraph 3 of Art. 23 - bis of the Regulation No. 22 dated 4 April 2008.

For the foreign direct portfolio, underwritten in non-EU branches, the technical provisions are made in accordance with Art. 43 of Legislative Decree No. 209/2005, under the laws of the countries where branches operate.

The provisions related to accepted business are determined, in principle, on the basis of the information given by the ceding companies, and can be supplemented as result of the adequacy evaluations performed taking into account the commitments made, pursuant to Annex 16 of the Regulation No. 22 dated 4 April 2008.

The methods of determination and the results of the analysis of the technical provisions of the indirect business are the subject of a technical report of the Actuarial Function, as provided by paragraph 4 of Art. 23-quarter of the Regulation No. 22 dated 4 April 2008.

The provisions for cessions and retrocessions are set up in accordance to the underlying reinsurance contract agreement and are calculated consistently with the methods adopted for gross business, pursuant to Art. 36 paragraph 6 of the Legislative Decree No. 209/2005 and pursuant to Annex 16 of the Regulation No. 22 dated 4 April 2008.

Provision for risks and charges

Provisions for risks and charges include provisions to cover losses or debts of a predetermined nature, of a certain or probable existence, for which, however, at year-end either the amount or date of occurrence are indeterminate.

Deposits received from reinsurers

The item includes payables towards reinsurers for deposits issued under reinsurance agreements. They are recognized at their nominal value.

Payables and other liabilities

Payables, debenture loans and other liabilities

Payables in this category are recognized at their nominal value.

Other liabilities include payables not included in other items, such as, premiums received but temporarily suspended due to mismatching. Moreover, the item includes the sum of the differences deriving from rounding up the additions of Balance Sheet, as well as the counterpart of the unrealized losses on options and swaps.

The item also includes the connection account between the life and non-life business.

Provisions for severance pay

The severance indemnity is determined pursuant Art. 2120 of the Civil Code, as well as Law dated 27 December 2006, No. 296 and the labour agreements in force at the balance sheet date; the liability is considered appropriate and corresponds to the total of the single indemnities due to employees at that date, net of the advances paid.

Accrualsand deferrals

Accruals and deferrals are recognized to ensure compliance with the “matching principle”, with reference to those transactions involving a period of several consecutive financial years. The trading spreads relating to financial liabilities are amortized over the residual duration of the liabilities.

Profit and loss items

Gross premiums written

Gross premiums written are accounted for in accordance with the ISVAP (now IVASS) Regulation n. 22/2008 amended and supplemented, gross of reinsurance premiums ceded. In particular, premiums are accounted together with the accessory premiums at the expiry date of each premium. The cancellations of a technical nature of premiums written

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during the year are directly deducted from premiums, whilst cancellations resulting from assessments by the Company on premiums receivable and annulments related to premiums written in previous years cannot be deducted, but are recognized within other insurance expenses.

Allocation of investment return

The transfer of the quota of investment return to the technical account for non-life business and to the technical account for life business is made on the basis of the principles set by Art. 22 and 23 of ISVAP (now IVASS) Regulation n. 22/2008 amended and supplemented.

Other profit and loss items

Costs and income are accounted in the year on an accrual basis. In particular, for items relating to insurance operations, the principle applied is that of “the regulations applicable to the profit and loss account” pursuant to Legislative Decree No. 173/1997 and in compliance with ISVAP (now IVASS) ruling No. 22/2008, modified and completed.

Taxes

Current taxes are determined based on the current tax law; the company has opted, as a consolidating company, for the Group taxation regime, pursuant to Title II, Chapter II, Section II of the Income Tax Code TUIR (Arts. 117-129).

Deferred tax assets and liabilities express taxation related to costs and incomes that contribute to taxable income in a tax period other than that in which they are recognized in profit and loss account; they are determined based on the rates that are expected to be in force in the year in which such components will constitute taxable income; activities for deferred taxes are recognized, in accordance with the principle of prudence, when there is a reasonable certainty of their future recovery..

Allocation of costs and revenues common to both the life and non-life business

The Company is authorised to operate insurance and reinsurance business both in the Life and Non-life segments.

Pursuant Art. 7 of ISVAP (now IVASS) Regulation dated 11 March 2008, No. 17, which implements Art. 11 paragraph 3 and 348 of Legislative Decree dated 7 September 2005, No. 209, general expenses are recognized to the relevant segment, when they are directly attributable to that segment, based on the information relative to the cost centre, reflecting the organization of the Company.

“Common” costs and revenues that are not immediately attributable to Non-life or Life segment, are recognized based on their cost centre, and then correctly and timely allocated in their reference segment pursuant to Art. 8 and Art. 9 of the above-mentioned Regulation.

Criteria for the allocation of general expenses and any revenues “common” to both segments (Non-life and Life) are based on specifics parameters, structured with the aim to obtain a consistent attribution with the operations carried out for each segment, as specified by the Resolution of the Board of Directors.

Conversion of entries in foreign currency

The Company operates systematically in foreign currency and therefore uses multi-currency accounting, in compliance with the disposals set out in Art. 89, paragraph 2 of Legislative Decree No. 209/2005. All the items in the balance sheet and in the profit and loss account are converted into euro at the exchange rates at the year-end closing date. The difference emerging from the conversion is recognized in the profit and loss account.

Below are exposed the changes compared the previous year occurred on the exchange rates provided by Bloomberg and adopted for the conversion into euro of currencies particularly significant for the Company.

Exchange rate in euro

Change %

2021

2020

American dollar

1.137

1.224

−7.1

British pound

0.840

0.895

−6.2

Swiss franc

1.036

1.082

−4.2

Hong Kong Dollar

8.866

9.487

−6.5

175

Parent Company Financial Statements

(continues)

Part B – Information on the Balance Sheet and the Profit and Loss account

The breakdown of the balance sheet between the life and non-life lines of business is presented in attachments 1 and 2 to the Notes to the Accounts.

The breakdown of non-life and life results is as follows (attachment 3).

(in thousand euro)

Non-life

Life

Total

Technical result

291,218

175,164

466,382

(+)

Investment income

1,473,751

(-)

Investment charges

84,917

(+)

Quotas of investments profit transferred from the life technical account

998,649

(-)

Quotas of investments profit transferred to the non-life technical account

224,269

Income taxes for the year

1,455,783

1,173,813

2,629,596

(+)

Other income

258,940

104,354

363,294

(-)

Other charges

948,753

364,330

1,313,083

(+)

Extraordinary income

27,692

7,205

34,897

(-)

Extraordinary charges

24,231

1,616

25,847

Result before taxation

769,431

919,426

1,688,857

(-)

Income taxes for the year

−121,567

−36,443

−158,010

Result for the year

890,998

955,869

1,846,867

Balance sheet

Summary

(in thousand euro)

2021

2020

Change

ASSETS

Intangible assets

37,091

36,293

798

Investments

Land and buildings

72,799

91,111

−18,312

Investments in Group companies and other shareholdings

34,590,844

33,629,140

961,704

Other financial investments

5,592,953

6,258,510

−665,557

Deposits with ceding companies

4,650,990

3,816,493

834,497

Total

44,907,586

43,795,254

1,112,332

176

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Management Report and Parent Company Financial Statements 2021

(continues)

(in thousand euro)

2021

2020

Change

Class D investments

213,620

191,392

22,228

Reinsurers' share of technical provisions

Non-life

1,595,928

795,992

799,936

Life

630,008

586,567

43,441

Total

2,225,936

1,382,559

843,377

Debtors

1,872,221

1,636,747

235,474

Other assets

Cash at hand

366,742

301,388

65,354

Other

84,282

314,558

−230,276

Total

451,024

615,946

−164,922

Accrued income and deferred charges

123,791

136,407

−12,616

TOTAL ASSETS

49,831,269

47,794,598

2,036,671

LIABILITIES AND SHAREHOLDERS’ FUNDS

Shareholders’ funds

Subscribed share capital or equivalent fund

1,581,069

1,576,052

5,017

Reserves

14,493,111

12,645,241

1,847,870

Profit for the year

1,846,867

2,969,918

−1,123,051

Total

17,921,047

17,191,211

729,836

Subordinated liabilities

8,334,498

7,796,307

538,191

Technical provisions

Non-life

4,715,239

2,597,256

2,117,983

Life

4,844,038

4,969,730

−125,692

Total

9,559,277

7,566,986

1,992,291

Technical provisions for investment and pension funds

244,273

230,320

13,953

Provisions for other risks and charges

177,270

164,080

13,190

Deposits received from reinsurers

639,811

506,389

133,422

Creditors and other liabilities

12,713,483

14,107,453

−1,393,970

Accrued expenses and deferred income

241,610

231,852

9,758

TOTAL LIABILITIES AND SHAREHOLDERS’ FUNDS

49,831,269

47,794,598

2,036,671

177

Parent Company Financial Statements

Balance sheet – Asset

Section 1 – intangible assets – Item B

The account refers to the multi-year charges.

1.1. Changes to intangible assets over the year – (attachment 4)

(in thousand euro)

2021

Gross initial amount

290,331

Increase for the year for:

acquisitions or increases

13,038

reversal value

revaluation

other changes

Total

13,038

Decreases for the year for:

sales or decreases

long-term devaluations

other changes

735

Total

735

Gross final amount (a)

302,634

Depreciations

Gross initial amount

254,039

Increases for the year for:

amortisation quotas

11,434

other changes

Total

11,504

Decreases for the year for:

reductions from sales

other changes

Total

Gross final amount (b)

265,543

Book value (a - b)

37,091

The increases in the year refer to the new activations carried out during the year for projects relating to the adoption of new international accounting standards, to the risk management area and to the development of new IT platforms for the management and monitoring of Group investments.

178

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Management Report and Parent Company Financial Statements 2021

Section 2 - Investments – Item C

The current value indicated in the Notes as the reference value for assets in classes C.II and C.III correspond:

for investments traded in regulated markets, the value is the one of the last trading day of the year;

for investments traded in non-regulated markets, the value is the one deriving from a prudent estimation of their probable realisable value at year end, with the exception of unlisted participations in subsidiaries and companies in which a significant interest is held, for which the current

reference value is equal to the value of the shareholders’ equity.

2.1 Land and buildings - Item C.I

The item includes property used for own use and properties rented for use by third parties. The depreciation rate for buildings is equal to 1%.

The variation over the year for land and buildings is provided in attachment 4.

2.1.1 Variations in land and buildings over the year – (attachment 4)

(in thousand euro)

2021

Gross initial amount

acquisitions or increments

98,376

Increases for the year for:

reversal value

284

revaluation

other changes

Total

627

sales or decrements

911

Decreases for the year for:

long-term devaluations

17,493

other changes

878

Total

18,371

Gross final amount (a)

80,916

Depreciations

Initial amount

depreciation quota for the year

7,266

other changes

828

Total

reductions from sales

907

Decreases for the year for:

other changes

Total

Depreciated final amount (b)

8,117

Book value (a - b)

72,799

The decreases for the year mainly refer to the sale of the property located in Lisbon.

179

Parent Company Financial Statements

2.1.2 Leased properties and operations carried out with Group companies and companies in which a significant interest is held

There are no leased assets and there are not financial leasing operations implemented with regards to real estate or other asset.

2.1.3 Determination of the market value of land and buildings

Market values of land and buildings have been determined based on the principles set out by Title III, Paragraph I, of ISVAP (now IVASS) Regulation No. 22/2008 amended and

integrated. In particular, with reference to the properties for own use, valuation criteria alternatively used for the assessment of the market value are the following:

financial income method

market value comparison method..

2.2 Investments in Group companies and other companies in which a significant interest is held – Item C.II

Certain investments in securities of Group companies and other companies in which a significant interest is held for a total amount of 32,878 thousand are considered non-durable. The most significant are:

Quantity

(thousand euro)

Lion River NV

173,092

32,492

PERILS AG

386

2.2.1 Equities- Item C.II.1

2.2.1 a) Variation in equities over the year – (attachment 5)

(in thousand euro)

2021

Gross initial amount

31,890,037

Increases for the year for:

acquisitions, subscriptions or payments

1,137,304

reversal value

revaluations

other changes

1,189,977

Total

2,327,281

Decreases for the year for:

sales or redemptions

2,769

devaluations

48,150

other changes

1,308,188

Total

1,359,107

Book value

32,858,211

In the item acquisitions, subscriptions or payments, the most significant movements concern:

the increase in the shareholding in Cattolica Assicurazioni S.p.A. for an amount of 937,188 thousand following the takeover bid;

the purchase of the shareholdings in Generali Hellas SA for 178,805 thousand.

In the other changes, both up and down, the following are significant:

the transfer from the non-life segment to the life segment of a part of the shareholding in Generali Italia S.p.A. for 1,035,485 thousand;

the merger by incorporation of Transocean Holding LLC into Assicurazioni Generali for a value of 188,193 thousand.

The item relating to sales or refunds mainly relates to the sale

of GOSP Srl shareholdings for an amount equal to 2,441 thousand.

The write-downs recorded during the year mainly concern value adjustements of the equity investments Generali China Insurance CO LTD and Generali Brasil Seguros SA for the respective 27,497 thousand and 14,731 thousand.

With reference to the comparison between the book value of the equity investments and the relative fraction of the shareholders’ equity attributable, please refer to attachment 7.

The main equity investments for which a recoverability test was carried out in order to verify the non-durability of the loss are Generali CEE Holding BV, Generali Italia SpA, Generali Participations Netherlands NV, Generali Beteiligungsverwaltung GmbH and Europ Assistance Holding S.A.S., noting any critical issues.

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Management Report and Parent Company Financial Statements 2021

2.2.4 a) Detailed outline of the most significant bonds issued by companies - Item C.II.2

The Company does not held bonds issued by other entities of the group.

2.2.4 b) Detailed outline of the most significant loans to companies - Item C.II.3

The increases for the year concern the two draws of the credit line with Generali Operations Service Platform S.r.l. (15,000 thousand). The decreases for the year mainly concern the repayment of loan with Generali Operations Service Platform S.r.l. (15,000 thousand) and the partial repayment of the loan to Europ Assistance Holding s.a.s. (13,190 thousand).

The most significant positions of amount refer to loans to:

Generali Italia S.p.A. for a loan for an amount equal to 1,187,500 thousand;

Generali Personenversicherungen AG for two loans for amounts equal to 363,000 thousand and 96,111 thousand.

2.3 Other financial investments - Item C.III

There are no shareholdings that exceed one tenth of the capital or one tenth of the voting rights that can be exercised

during the Shareholders’ Ordinary General Meeting, classified in this category in the financial statements.

2.3.1 Breakdown on the basis of the durable or non-durable utilisation of the assets included in the equities items - Item C.III.1, units in common investment funds - Item C.III.2, bonds and other fixed-interest securities - Item C.III.3, participation in investment pools - Item C.III.5other financial investments - Item C.III.7 (attachment 8)

Apart from the investments in Group companies and other companies in which a significant interest is held, durable investments are those aimed to remain permanently held by the Company, namely:

shares, listed and non-listed, that are considered related to the insurance operations;

other debt securities, listed and non-listed, which are designed for medium/long-term commitments.

All other assets included in these items are considered non-durable.

2.2.1 b) Information on companies in which a significant interest is held

Provided in attachment 6 of the Notes to the Accounts.

2.2.1 c) Detailed movement schedule

Provided in attachment 7 of the Notes to the Accounts.

2.2.2 Changes in bonds issued over the year- Item C.II.2 (attachment 5)

The company does not hold bonds issued by Group companies.

2.2.3 Changes in loans to companies over the year - Item C.II.3

(in thousand euro)

2021

Gross initial amount

1,739,103

Increases for the year for:

acquisitions, subscriptions or payments

15,000

reversal value

other changes

6,720

Total

21,720

Decreases for the year for:

sales or redemptions

28,190

devaluations

other changes

Total

28,190

Book value

1,732,633

181

Parent Company Financial Statements

(in thousand euro)

Durable

Non-durable

Total

Book value

Current value

Book value

Current value

Book value

Current value

Non-life

Equities of companies

listed shares

4,054

4,844

5,484

6,021

9,538

10,865

unlisted shares

8,137

8,510

8,155

8,528

units

820

12,739

820

12,739

Total

13,011

26,093

5,502

6,039

18,513

32,132

Units in common investment funds

548,066

556,388

548,066

556,388

Bonds and other fixed-interest securities

a1)

listed government bonds

101,340

101,246

212,733

217,287

314,073

318,533

a2)

other listed securities

102,303

102,830

169,929

171,001

272,232

273,831

b1)

unlisted government bonds

564

637

564

637

b2)

other unlisted securities

convertible bonds

250

Total

203,643

204,076

383,476

389,175

587,119

593,251

Participation in investment pools

Other investments

Life

Equities of companies

listed shares

7,348

8,647

7,348

8,647

unlisted shares

106

840

868

923

974

units

7,085

7,838

7,085

7,838

Total

7,168

7,944

8,188

9,515

15,356

17,459

Units in common investment funds

3,083,082

3,083,403

3,083,082

3,083,403

Bonds and other fixed-interest securities

a1)

listed government bonds

255,669

270,626

246,973

253,694

502,642

524,320

a2)

other listed securities

244,847

279,953

370,664

386,018

615,511

665,971

b1)

unlisted government bonds

15,117

18,358

15,117

18,358

b2)

other unlisted securities

12,877

13,343

12,877

13,343

convertible bonds

Total

528,510

582,280

617,637

639,712

1,146,147

1,221,992

Participation in investment pools

Other investments

Total

1) C.III.1 Equities of companies

20,179

34,037

13,690

15,554

33,869

49,591

2) C.III.2 Units in common investment funds

3,631,148

3,639,791

3,631,148

3,639,791

3) C.III.3 Bonds and other fixed-interest securities

732,153

786,356

1,001,113

1,028,887

1,733,266

1,815,243

4) C.III.5 Participation in investment pools

5) C.III.7 Other investments

182

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Regarding the bonds and other fixed-income securities, the increases mainly concern investments in government bonds (60,765 thousand) and corporate bonds (53,060 thousand). The other increases are mainly impacted by the exchange rate effect for 23,376 thousand. The decreases are due to sales and redemptions of corporate bonds for 6,466 thousand and

government bonds for 3,812 thousand. The other decreases are mainly due to the capitalization of negative differences for 4,941. Among the other decreases and other increases, there is also the merger by incorporation from the Dom Gas Holding bond to the Eastern Gas bond for 2,878 thousand.

With reference to bonds and other fixed interest securities in item C.III.3, the book value of the most significant components is:

(in thousand euro)

2021

Securities issued by the Italian government

136,145

Securities issued by the American government

128,970

Securities issued by the British government

87,163

The other items individually considered refer to sums below 50,000 thousand per issuer.

The issuing and trading spreads inherent to bonds and other fixed interest securities in itemsC.II.2 and C.III.3 are as follows:

(in thousand euro)

Positive

Negative

Balance

Issuing differences

1,721

155

1,566

Trading differences

215

5,087

−4,872

Total

1,936

5,242

−3,306

2.3.2 Variations over the year to durable assets included in the items as in point 2.3.1 (attachment 9)

(in thousand euro)

Equities

Units in common investment Funds

Bonds

Participation

Other

C.III.1

C.III.2

C.III.3

C.III.5

C.III.7

Inital amount

20,177

608,922

Increases for:

acquisitions

113,825

reversal value

transfers from the non-durable portfolio

other changes

28,307

Total

142,132

Decreases for:

sales

10,278

devaluations

transfers to the non-durable portfolio

other changes

8,623

Total

18,901

Book value

20,179

732,153

183

Parent Company Financial Statements

2.3.3 Changes in loans over the year – Item C.III.4and in deposits with credit institutions - Item C.III.6 (attachment 10)

(in thousand euro)

Loans

Deposits with credit institutions

C.III.4

C.III.6

Initial amount

516

187,487

Increases for:

payments

233

reversal value

other changes

Total

269

1,585,695

Decreases for:

redemptions

devaluations

other changes

Total

108

1,579,192

Book value

677

193,990

2.3.4 a) Detailed outline of significant guaranteed loans -Item C.III.4.a.

No guaranteed loans are recognized in the financial statements.

2.3.4 b) Detailed outline of significant other loans -Item C.III.4.c.

he item refers to other loans granted to the Hong Kong branch, for a total amount of 147 thousand.

2.3.5 Breakdown of the duration of deposits with credit institutions - Item C.III.6

(in thousand euro)

2021

Less than 3 months

5,000

More than 3 months

188,990

Total

193,990

Alleanza Assicurazioni S.p.A. for 1,764,065 thousand;

Generali IARD S.A. for 586,420 thousand;

Generali Italia S.p.A. for 401,483 thousand;

Generali Vie S.A. for 284,904 thousand;

Generali L’Equité S.A. for 241,769 thousand.

Deposits with ceding companies with non-Group companies amounted to 989,784 thousand (928,103 thousand in 2020).

2.4.1 Impairment on deposits with ceding companies over the year

There are no impairments on deposits with ceding companies over the year.

2.3.6 Breakdown of other financial investments by type- Item C.III.7

The item includes options for a value of 0.1 thousand.

2.4 Deposits with ceding companies - Item C.IV

Deposits with ceding companies amount to 4,650,990 thousand (3,816,493 thousand in 2020).

The information relating transactions with Group companies is provided in attachment 16. In particular, deposits with subsidiaries include deposits with:

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Management Report and Parent Company Financial Statements 2021

Section 3 - Investments for the benefit of life- assurance policyholders who bear the investment risk and relating to the administration of pension funds – Item D

3.1 Overview of operations related to contracts linked to investment funds and market indexes – Item D.I (attachment 11)

(in thousand euro)

Current value

Acquisition costs

2021

2020

2021

2020

Land and buildings

Investments in Group companies and companies in which a significant interest is held

Equities

Bonds

Loans

Total

Units in common investment funds

205,505

184,591

146,087

139,494

Other financial investments:

Equities

234

255

203

234

Bonds and other fixed-interest securities

503

428

517

472

Deposits with credit institutions

Other investments

Total

737

683

720

706

Other assets

301

1,006

301

1,006

Cash at hand

4,590

1,820

4,590

1,820

Other liabilities

−2,092

−1,744

−2,092

−1,744

Deposits with ceding companies

4,579

5,036

4,579

5,036

Total

213,620

191,392

154,185

146,318

The investments related to the various types of managed products are described in detail in attachments 11.

The most significant change concerns the increase in the value of the shares of mutual funds in the Dubai portfolio.

3.2 Overview of operations relative to contracts linked to pension funds – Item D.II (attachment 12)

No investments related to pension funds have been recognised in the Financial Statement.

3.3 Transfers of investments from class C to class D and vice versa

No transfers has been made during the year.

Section 4 - Reinsurers’ share of technical provisions - Item D bis

4.1 a) Breakdown of Other technical provisions - non-life business - Item D bis I.4

No other non-life business technical provisions borne by reinsurers have been recognised in the financial statements.

4.1 b) Breakdown of Other technical provisions - Life business - Item D bis II.5

Other technical provisions of the life business borne by reinsurers have been recognised in the financial statements for 334 thousand.

185

Parent Company Financial Statements

Section 5 - Receivables - Item E

Item E includes, among other things, receivables arising out of reinsurance operations for an amount of 726,488 thousand and refer mainly to receivables from insurance and reinsurance companies (598,202 thousand in 2020). This amount relates to the non-life business for 429,390 thousand and to the life business for 264,429 thousand.

(in thousand euro)

2021

Accident

Health

9,312

Fire

5,526

Property other than fire

Motor TPL

General Liability

201

Other LOB

104

Total

15,194

5.2 Details of other receivables – Item E.III

(in thousand euro)

2021

Credit on taxes

269,231

Credits for non-insurance relations

200,052

Receivables for securities and coupons sold or purchased to be settled

185,936

Credits for pre-paid taxes

142,872

Credits due from subsidiaries for fiscal consolidation

45,917

Credits from transactions on derivative financial instruments

31,062

Receivables from the staff

20,141

Advance payments, guarantees and deposits

5,833

Credits due from the real estate management

4,581

Credits due from Financial Administration

3,808

Credits for the attribution of economic items to the competence of the year

2,527

Other credits

23,283

Total

935,241

5.1 Write downs carried out over the year

Write downs of receivables from policyholders for premiums, carried out over the year and charged to the technical accounts, amount to 15,194 thousand.

The following table provides a detailed description of the write downs for line of business.

Tax credits mainly include receivables for IRES for 209,001 thousand and receivables for IRAP for 27,208 thousand.

Receivables for non-insurance relationships mainly concern positions with Group companies.

Deferred tax assets refer to items which, from a tax point of view, concern years other than that in which they have been

recognized in the income statement, and are recognized net of the provision for deferred taxes liabilities.

Receivables from subsidiaries for tax consolidation include IRES receivables recognized towards other Group companies participating in the tax consolidation of Assicurazioni Generali. The increase compared to the previous year is mainly due to the increase in the taxable income of the main Italian companies of the Group.

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Section 6 - Other assets - Item F

6.1 Variations to durable assets in class F.I over the year

(in thousand euro)

2020

Increases

Decreases

2021

Furniture, office equipment, internal transport vehicles

1,369

443

1,531

281

Movables listed in public registers

973

982

Equipments and appliances

Inventories

447

451

Total

2,789

458

1,533

1,714

6.3 Deferred reinsurance items - Item F.IV.1

Deferred reinsurance items, amounting to 1,778 thousand, include the negative income values of technical nature that are to be entered in the profit and loss accounts in the following year.

Details of the items are illustrated in the following table.

(in thousand euro)

Non-Life

Life

Total

Premiums

272

278

Claims

1,368

1,373

Commissions

Profit portfolio on provisions and other technical items

Total

294

1,484

1,778

6.4 Details of miscellaneous assets - Item F.IV.2

Miscellaneous assets amount to 80,790 thousand and mainly refer to the linkage account that reports a credit of the life business towards the non-life business and to the activities relating to the provisional reinstatement premiums on accepted reinsurance.

187

Parent Company Financial Statements

The deferred charges with a residual duration of over one year are:

discount on bonds and subordinated liabilities for 32,054 thousand;

derivatives hedging the exchange rate changes on loans issued in previous years, for 5,640 thousand;

derivatives hedging the interest rate changes relating to

loans issued in previous years, for 1,416 thousand

Furthermore, the deferred charges that have a residual duration of over five years are:

discount on bonds and subordinated liabilities for 11,114 thousand.

Section 7 - Prepayments and accrued income - Item G

7.1 Details of accrued income and deferred charges

(in thousand euro)

Accrued income

Deferred charges

Total

Interests

51,522

Rents

484

495

Other accrued income and deferred charges

6,781

64,993

71,774

Total

58,787

65,004

123,791

7.2 Breakdown of other accrued income and deferred charges - Item G.3

(in thousand euro)

Accrued income

Deferred charges

Total

Deferred charges for disagio on bond issues

39,017

Deferred charges for disagio on loans

Accrued income and deferred charged on derivatives

12,719

Other

6,781

13,257

20,038

Total

6,781

64,993

71,774

7.3 Breakdown of multi-year accruals and deferrals and those with a duration of over five years

188

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Management Report and Parent Company Financial Statements 2021

Issuing entity

Nominal value in thousand euro

Currency of denomination

Type of interest rate

Due date

Early paym. Clause

Subordination level

Adecco International Financial Servi-ces BV

814

EURO

fixed

21/03/82

yes

Other clauses

Ageas NV

600

EURO

fixed

24/11/51

yes

Tier II

Aquarius Plus Investments Plc

311

EURO

fixed

02/10/43

yes

Tier II

Arkema SA

1,500

EURO

fixed

perpetual

yes

Tier II

Aroundtown SA

100

EURO

fixed

perpetual

yes

Other clauses

Aroundtown SA

1,000

EURO

fixed

perpetual

yes

Tier II

Aviva PLC

1,500

EURO

fixed

04/12/45

yes

Tier II

B3I Services AG

250

EURO

fixed

30/09/22

Other clauses

Banco De Sabadell SA

200

EURO

fixed

12/12/28

yes

Tier II

Banco Santander SA

300

EURO

fixed

22/10/30

Tier II

Barclays Plc

3,300

EURO

fixed

07/02/28

yes

Tier II

Bbva Banco Bilbao Vizcaya Argenta-ria

1,000

EURO

fixed

16/01/30

yes

Tier II

Belfius Bank SA

600

EURO

fixed

06/04/34

yes

Other clauses

Caixabank SA

100

EURO

fixed

15/02/29

yes

Tier II

Caixabank SA

600

EURO

fixed

17/04/30

yes

Tier II

Citigroup Inc

1,000

EURO

fixed

25/02/30

yes

Tier II

CNP Assurances

1,600

EURO

fixed

10/06/47

yes

Tier II

CNP Assurances

600

EURO

fixed

30/06/51

yes

Tier II

Cooperatieve Rabobank UA

923

USD

fixed

01/12/43

Other clauses

Credit Agricole Assurances

500

EURO

fixed

17/07/30

Tier II

Credit Mutuel Arkea

800

EURO

fixed

25/10/29

yes

Tier II

Danone SA

200

EURO

fixed

perpetual

yes

Other clauses

Danske Bank A/S

2,000

EURO

fixed

12/02/30

yes

Tier II

Danske Bank A/S

500

EURO

fixed

15/05/31

yes

Tier II

Edp Energias De Portugal SA

500

EURO

fixed

20/07/80

yes

Tier II

EDF SA

476

GBP

fixed

perpetual

yes

Tier II

Enel S.p.A.

300

EURO

fixed

perpetual

yes

Other clauses

Engie SA

600

EURO

fixed

perpetual

yes

Other clauses

Engie SA

1,200

EURO

fixed

perpetual

yes

Tier II

Erste Group Bank AG

2,000

EURO

fixed

08/09/31

yes

Tier II

Erste Group Bank AG

500

EURO

fixed

10/06/30

yes

Tier II

Generali Italia S.p.A.

1,187,500

EURO

fixed

08/06/48

yes

Tier II

Generali Personenversicherungen SA

363,000

EURO

fixed

19/12/34

yes

Other clauses

Grand City Properties SA

600

EURO

fixed

perpetual

yes

Other clauses

Groupama SA

200

EURO

fixed

07/07/28

yes

Other clauses

Hannover Rueckversicherung SE

600

EURO

fixed

30/06/42

yes

Other clauses

Hsbc Holdings Plc

440

USD

fixed

01/06/38

Tier II

Iberdrola Intl BV

1,400

EURO

fixed

perpetual

yes

Other clauses

Infineon Technologies AG

200

EURO

fixed

perpetual

yes

Tier II

Ing Groep NV

3,100

EURO

fixed

26/05/31

yes

Tier II

Kbc Group NV

800

EURO

fixed

03/12/29

yes

Other clauses

La Mondiale SA

1,600

EURO

fixed

perpetual

yes

Tier II

Subordinated assets

Subordinated assets classified under items C.II.2 and C.III.3, are indicated based on their level of subordination, in accordance with international practice.

189

Parent Company Financial Statements

Balance Sheet - Liabilities

Section 8 - Shareholders’ funds - Item A

8.1 Changes to shareholders’ funds over the year

(in thousand euro)

2020

Increases

Decreases

2021

Subscribed share capital

1,576,052

5,017

1,581,069

Share premiums reserve

3,568,250

Revaluation reserves

2,010,835

Legal reserve

315,210

1,004

316,214

Reserve for parent company shares

Other reserves

6,827,124

2,576,366

729,500

8,673,990

Negative reserve for own shares held

76,178

Income carried forward

Profit/Loss for the previous year

2,969,918

Profit/Loss for the year

1,846,867

Total

17,191,211

4,429,254

3,699,418

17,921,047

The increases in other reserves include:

The allocation to the extraordinary reserve for 1,378,203 thousand relating to undistributed profits referring to the 2020 financial year;

The allocation to the reserve for the merger surplus following the incorporation of Transocean Holding LLC for 1,197,563 thousand.

The decreases in other reserves include:

The withdrawal from the extraordinary reserve for 724,483 thousand refers to the payment of the second tranche of the dividend, relating to the 2019 financial year;

The withdrawal from the extraordinary reserve for 5,017 thousand in relation to the share capital increase in implementation of the Long-Term Incentive Plan 2018.

8.2 Share capital - Item A.I

The share capital at 31 December 2021 is equal to 1,581,069 thousand. The item shows an increase of 5,017 thousand following the assignment of Generali shares to the management of the Group, in accordance to the “Long Term Incentive Plan 2018”.

8.3 a) Share premiums reserve - Item A.II

The reserve remains unchanged compared to the previous year.

8.3 b) Details of the revaluation reserves - Item A.III

The total of the revaluation reserves, amounting to 2,010,835 thousand, include:

revaluation Reserve pursuant to Law 413/1991 for 802,314 thousand;

revaluation Fund for fixed assets pursuant to Law 168/1982 for 153,474 thousand;

revaluation Fund pursuant to Law 904/1977 for 20,123 thousand;

revaluation Reserve pursuant to Law 266 dated 23 December 2005 for 793,054 thousand;

revaluation Reserve pursuant to Law Decree 185/2008 converted with the Law No. 2 dated 28 January 2009 for 92,676 thousand;

revaluation Reserve pursuant to Law 576/75 for 30,425 thousand;

revaluation Reserve pursuant to Law 72/83 for 118,769 thousand.

190

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

8.3 c) Legal reserve - Item A.IV

Following the capital increase based on the Long Term Incentive Plan 2018 previously mentioned, the legal reserve has been risen by 1,003 thousand.

8.4 a) Reserves for own shares and those of the Parent Company – Item A.VIand detail of the other reserves - Item A.VIIand the negative reserve for own shares - Item A.X

The negative reserve for own shares, constituted as provided by the amended and integrated Regulation No. 22/2008 amounted to 76,178 thousand. Pursuant to the new OIC 28, own shares are recognized at a value corresponding to their cost of purchase and possible effects are applied retroactively.

8.4 b) Details of the other reserves – Item A.VII

(in thousand euro)

2020

Increases

Decreases

2021

Merger residual reserve

4,155,965

1,197,563

5,353,529

Extraordinary reserve

2,671,159

1,378,802

729,500

3,320,461

Total

6,827,124

2,576,366

729,500

8,673,990

of the real estate fiscal values during the 2006 financial year as required by Law No. 266/2005, net of substitute taxation.

The merger residual reserve at the end of the period includes:

revenue reserves for 3,998,607 thousand, deriving from the merger by acquisition of Alleanza Assicurazioni S.p.A.;

capital reserves for 149,005 thousand deriving from the merger by acquisition of Alleanza Assicurazioni S.p.A.;

capital reserves for 8,353 thousand deriving from the merger by acquisition of Generali Finance B.V.;

capital reserves for 1,197,563 thousand deriving from the merger by acquisition of Transocean Holding LLC.

The increase in the extraordinary reserve includes an amount of 1,378,203 thousand relating to undistributed profits, relating to the 2020 financial year and an amount equal to 599 thousand relating to dividends whose collection right is prescribed.

The decrease includes an amount equal to 729,500 of which 724,483 in relation to undistributed profits referring to the 2019 financial year and 5,017 thousand in relation to the share capital increase in implementation of the Long Term Incentive Plan 2018.

The extraordinary reserve consists of tax suspension for 170,928 thousand, corresponding to the sum of the realignment

191

Parent Company Financial Statements

8.4 c) Outline of changes to shareholders’ funds over the last three years

(in thousand euro)

Share Capital

Share premiums reserve

Negative reserve for own shares held

Revalutation reserve L. 266 23/12/2005

Revaluation reserve L.D. 185/2008

Revaluation reserve L. 413 30/12/1991

Revaluation reserve L. 576/75

Revaluation reserve L. 72/83

Revaluation reserve L. 904 16/12/1977

Provision for revaluation of long-term assets

Merger residual reserve

Extraordinary reserve

Legal reserve

Profit for the year

Total

Initial amount of the 2019 financial year

1,565,165

3,568,250

−3,040

793,055

92,676

802,313

30,425

118,769

20,123

153,474

4,155,965

1,893,329

313,033

1,473,283

14,976,820

Capital increase

4,608

−4,608

Distribution of previous year result

legal reserve adjustment

887

−887

to dividends (0.90 euro per share)

−1,412,544

allocation to extraordinary reserve

59,852

−59,852

Result for the 2019 financial year

1,514,627

Final amount of the 2019 financial year and initial amount of the 2020 financial year

1,569,773

3,568,250

−3,040

793,055

92,676

802,313

30,425

118,769

20,123

153,474

4,155,965

1,948,573

313,920

1,514,627

15,078,904

Capital increase

6,278

−6,278

Distribution of previous year result

legal reserve adjustment

1,290

−1,290

to dividends (0.50 euro per share)

722,175

−1,507,147

−784,972

allocation to extraordinary reserve

−73,138

6,190

−6,190

−73,138

cancellation of expired dividends

500

Result for the 2020 financial year

2,969,918

Final amount of the 2020 financial year and initial amount of the 2021 financial year

1,576,052

3,568,250

−76,178

793,055

92,676

802,313

30,425

118,769

20,123

153,474

4,155,965

2,671,160

315,210

2,969,918

17,191,212

Capital increase

5,017

−5,017

Distribution of previous year result

legal reserve adjustment

1,004

−1,004

to dividends (1.01 euro per share)

−1,590,712

allocation to extraordinary reserve

1,378,203

−1,378,203

cancellation of expired dividends

599

withdrawal from extraordinary reserve (0.46 per share)

−724,483

Transocean Holding LLC Merger

1,197,563

Result for the 2021 financial year

1,846,867

Final amount of the 2021 financial year

1,581,069

3,568,250

−76,178

793,055

92,676

802,313

30,425

118,769

20,123

153,474

5,353,529

3,320,462

316,214

1,846,867

17,921,047

192

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Management Report and Parent Company Financial Statements 2021

(in thousand euro)

Share Capital

Share premiums reserve

Negative reserve for own shares held

Revalutation reserve L. 266 23/12/2005

Revaluation reserve L.D. 185/2008

Revaluation reserve L. 413 30/12/1991

Revaluation reserve L. 576/75

Revaluation reserve L. 72/83

Revaluation reserve L. 904 16/12/1977

Provision for revaluation of long-term assets

Merger residual reserve

Extraordinary reserve

Legal reserve

Profit for the year

Total

Initial amount of the 2019 financial year

1,565,165

3,568,250

−3,040

793,055

92,676

802,313

30,425

118,769

20,123

153,474

4,155,965

1,893,329

313,033

1,473,283

14,976,820

Capital increase

4,608

−4,608

Distribution of previous year result

legal reserve adjustment

887

−887

to dividends (0.90 euro per share)

−1,412,544

allocation to extraordinary reserve

59,852

−59,852

Result for the 2019 financial year

1,514,627

Final amount of the 2019 financial year and initial amount of the 2020 financial year

1,569,773

3,568,250

−3,040

793,055

92,676

802,313

30,425

118,769

20,123

153,474

4,155,965

1,948,573

313,920

1,514,627

15,078,904

Capital increase

6,278

−6,278

Distribution of previous year result

legal reserve adjustment

1,290

−1,290

to dividends (0.50 euro per share)

722,175

−1,507,147

−784,972

allocation to extraordinary reserve

−73,138

6,190

−6,190

−73,138

cancellation of expired dividends

500

Result for the 2020 financial year

2,969,918

Final amount of the 2020 financial year and initial amount of the 2021 financial year

1,576,052

3,568,250

−76,178

793,055

92,676

802,313

30,425

118,769

20,123

153,474

4,155,965

2,671,160

315,210

2,969,918

17,191,212

Capital increase

5,017

−5,017

Distribution of previous year result

legal reserve adjustment

1,004

−1,004

to dividends (1.01 euro per share)

−1,590,712

allocation to extraordinary reserve

1,378,203

−1,378,203

cancellation of expired dividends

599

withdrawal from extraordinary reserve (0.46 per share)

−724,483

Transocean Holding LLC Merger

1,197,563

Result for the 2021 financial year

1,846,867

Final amount of the 2021 financial year

1,581,069

3,568,250

−76,178

793,055

92,676

802,313

30,425

118,769

20,123

153,474

5,353,529

3,320,462

316,214

1,846,867

17,921,047

193

Parent Company Financial Statements

8.4 d) Breakdown, opportunities for use and actual use of shareholders’ funds over the last three years

Type / Description

Amount

Possibility of utilisation(1)

Available quota

Summary of utilisations carried out during the previous three years

Losses cov.

Other(5)

Capital

1,581,069

Capital reserves

Share premiums reserve

3,568,250

A,B,C

3,568,250

Merger residual reserve

182,664

A,B,C

182,664

Revaluation reserve pursuant to Law 413 - 30.12.1991

802,314

A,B,C

802,314

Revaluation reserve pursuant to Law 904 - 16.12.1977

20,123

A,B,C

20,123

Revaluation reserve pursuant to Law 266 - 23.12.2005

793,054

A,B,C

793,054

Revaluation reserve pursuant to Law 2 - 28.1.2009 (DL 185/2008)

92,676

A,B,C

92,676

Revaluation reserve pursuant to Law 576/75

30,425

A,B,C

30,425

Revaluation reserve pursuant to Law 72/83

118,769

A,B,C

118,769

Reserve for revaluation of long-term assets

153,474

A,B,C

153,474

Negative reserve for own shares held

−76,178

Revenue reserves

Legal reserve

316,214

Merger residual reserve

5,170,865

A,B,C

5,170,865

Extraordinary reserve

3,320,462

A,B,C

3,320,462

15,093

Total

16,074,181

14,569,290

Of which:

Non distributable quota

392,392

Distributable residual quota

14,176,897

1) Key: A = for capital increase, B = for hedging, C = for distribution to shareholders.

2) In compliance with art. 2431 of the Italian Civil Code, the entire amount of this reserve can only be distributed if the legal reserve has reached the limit set out in art. 2430 of the Civil Code (20% of the share capital).

3) Taxable in case of distribution.

4) The amount of 170.928 thousand euro is taxable in case of distribution.

5) The reserves were aimed to the distribution of dividends and increas of capital.

6) It is a negative reserve for own shares held. This reserve has been recorded as a deduction of shareholders’ funds, in compliance with the modified Regulation 22/2008. The negative reserve for own shares is unavailable.

194

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Subordinated liabilities amount to 8,334,498 thousand and consist of:

hybrid bonds denominated in pound sterling, worth 416,865 thousand Euro, with the following characteristics:

maturity equal to the duration of the company;

early repayment option for the Company from the 16 June 2026;

fixed interest rate until 16 June 2026, first date of the early repayment option;

variable interest rate after 16 June 2026;

subordinated with respect to all the non-subordinated creditors, including policyholders, and to all the lower grade subordinated creditors;

suitable to cover the solvency requirements of Solvency II;

hybrid bonds denominated in pound sterling, worth 199,083 thousand Euro, with the following characteristics:

maturity equal to the duration of the company;

early repayment option for the Company from the 8 February 2022;

fixed interest rate until 8 February 2022, first date of the early repayment option;

variable interest after 8 February 2022;

subordinated towards all the non-subordinated creditors, including policyholders, and to all the lower grade subordinate creditors;

bonds for a total of 301,600 thousand Euro, with the following characteristics:

maturity 10 July 2042;

early repayment option for the Company starting from 10 July 2022;

fixed interest rate until 10 July 2022, first date of the early repayment option;

variable interest rate after 10 July 2022, until maturity;

subordinated towards all the non-subordinated creditors, including policyholders,

suitable to cover the solvency requirements of Solvency II;

Bonds for 467,600 thousand Euro with the following characteristics:

maturity 12 December 2042

early repayment option for the Company from 12 December 2022;

fixed interest rate until 12 December 2022, first date of the early repayment option;

variable interest rate after 12 December 2022, until maturity;

subordinated towards all the non-subordinated creditors, including policyholders;

suitable to cover the solvency requirements of Solvency II.

bonds for 1,000,000 thousand Euro with the following characteristics:

maturity 4 May 2026;

fixed interest rate until maturity;

Section 9 – Subordinated liabilities - Item B

subordinated towards all the non-subordinated creditors, including policyholders;

suitable to cover the solvency requirements of Solvency II.

Bonds for 1,250,000 thousand Euro with the following characteristics:

maturity 27 October 2047;

early repayment option for the Company from 27 October 2027;

fixed rate until 27 October 2027, first date of the early repayment option;

variable interest rate after 27 October 2027, until due date;

subordinated towards all the non-subordinated creditors, including policyholders;

suitable to cover the solvency requirements of Solvency II.

Bonds for 850,000 thousand Euro with the following characteristics:

maturity 8 June 2048;

early repayment option for the Company from 8 June 2028;

fixed interest rate until 8 June 2028, first date of the early repayment option;

variable interest after 8 June 2028, until due date;

subordinated towards all the non-subordinated creditors, including policyholders;

suitable to cover the solvency requirements of Solvency II.

bonds for 1,499,350 thousand Euro with the following characteristics:

maturity equal to the duration of the company;

early repayment option for the Company from 21 November 2025;

fixed interest rate up to 21 November 2025, the earliest possible exercise date of the early repayment option;

variable interest rate after 21 November 2025, until maturity;

subordinated to all non-subordinated creditors, including policyholders;

suitable to cover the solvency requirements of Solvency II.

bonds for 500,000 thousand Euro with the following characteristics:

maturity 29 January 2029;

fixed interest rate until maturity;

subordinated to all non-subordinated creditors, including policyholders;

suitable to cover the solvency requirements of Solvency II.

bonds for 750,000 thousand Euro with the following characteristics:

maturity 1stOctober 2030;

fixed interest rate until maturity;

subordinated to all non-subordinated creditors, including policyholders;

suitable to cover the solvency requirements of Solvency II.

195

Parent Company Financial Statements

bonds for 600,000 thousand Euro with the following characteristics:

maturity 14 July 2031;

optional call date 14 January 2031;

fixed interest rate until maturity;

subordinated to all non-subordinated creditors, including policyholders;

suitable to cover the solvency requirements of Solvency II.

Section 10 - technical provisions - Item C. Ifor the non-life business andC.IIfor the life business

10.1 Changes over the year to the provision for unearned premiums – Item C.I.1– and to the provision for outstanding claims – Item C.I.2 non-life business (attachment 13)

(in thousand euro)

2021

2020

Change

Provision for unearned premiums

Provision for premium instalments

467,831

391,223

76,608

Provision for unexpired risks

960

Book value

468,791

391,223

77,568

Provisions for outstanding claims

Provision for refunds and direct expenses

3,032,206

1,519,606

1,512,600

Provision for claim settlement costs

28,060

19,961

8,099

IBNR provision

1,185,440

665,814

519,626

Book value

4,245,706

2,205,381

2,040,325

New York Branch mainly affects the increase in the premium reserve in close correlation with the development of the premium volume during the year.

As for the increase in the claims reserve, the most significant incidence is due to the new unit of the Parent Company P&C Mixer. The increase is also affected by the greater loss ratio of the man made type and from natural catastrophic events.

bonds for 500,000 thousand Euro with the following characteristics:

maturity 30 June 2032;

optional call date 30 December 2031;

fixed interest rate until maturity;

subordinated to all non-subordinated creditors, including policyholders;

partly suitable to cover the solvency requirements of Solvency II (the share in basic own funds amounts to 199,083 thousand).

196

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Management Report and Parent Company Financial Statements 2021

Provision for unearned premiums

The following table illustrates the provision for unearned premiums by line of business.

(in thousand euro)

Direct business

Indirect Business

Total

Premium instalment

Premiums in course of collection

Premium instalment

Premiums in course of collection

Accident

41,473

22,932

64,405

Health

18,630

28,610

47,240

Motor material damage

1,582

960

3,549

6,091

Hull transport (trains)

1,219

Hull aviation

257

355

Hull marine

780

3,129

3,909

Cargo

4,619

4,785

9,404

Fire

37,872

45,115

82,987

Property other than fire

31,143

55,990

87,133

TPL Motor

101

5,076

5,177

TPL Aviation

950

995

TPL Marine

110

121

General liability

55,031

33,845

88,876

Credit

Suretyship

2,396

25,996

28,392

Pecuniary losses

18,105

24,335

42,440

Legal protection

Assistance

−7

Total

213,207

960

254,624

468,791

The methodologies used for the evaluation of the provision for unearned premiums are indicated in the part A – Summary of significant accounting policies – of the Notes to the Accounts..

Riserva per frazioni di premio e integrazioni

The additional reserves are calculated by applying the provisions of paragraphs 4 and 5 of Annex 15 of ISVAP regulation (now IVASS) No.22 / 2008 amended and supplemented.

In detail:

Suretyship risks: integrations are allocated by applying different rates to premiums issued over the past five years, separately for the various classes of risk.

Natural disaster risks: the premium reserve for each business

is integrated with an additional allocation in an amount equal to the sum of 35% of premiums of the year and 70% of premiums of previous years. The obligation to make this allocation ceases when the integration has reached an amount equal to 100 times the total premiums for the year. The additional reserve is used upon occurrence of the ensured events, when the cost of claims for the financial year exceeds gross premiums recognized in the year. During the year has been allocated to this reserve an amount of 11,184 thousand in direct insurance and 2,740 thousand in indirect business.

197

Parent Company Financial Statements

Provision for unexpired risks

During the year, the reserve for unexpired risks of direct business was established in the line of business 03 for an amount of 960 thousand as shown in the following table:

(in thousand euro)

% Loss ratio

expected

Amount of

claims

expected

Provision for

premium inst.+

inst.to be due

Excess/

lack of the

provision

Accident

318

495

177

Health

1,855

2,322

467

Motor material damage

161

2,542

1,582

−960

Hull transport (trains)

442

1,219

777

Hull aviation

Hull marine

109

304

195

Cargo

Fire

3,983

6,459

2,476

Property other than fire

1,408

7,417

6,009

TPL Motor

TPL Aviation

TPL Marine

General liability

1,787

7,389

5,602

Credit

Suretyship

1,299

Pecuniary losses

1,108

2,540

1,432

Legal protection

Assistance

Total

13,571

31,318

17,747

During the year, it was not necessary to recognize the reserve for unexpired risks for the indirect business.

Provisions for outstanding claims

The methodologies adopted for the valuation of the provision for outstanding claims are indicated in part A – Summary of significant accounting policies – of the Notes to the Accounts.

The actuarial statistical methods adopted in the analytical valuation of the provisions for outstanding claims in the main lines of business can be classified into the following types:

1.Chain Ladder on paid amount (or “chain“ method). In its traditional version, this method is based on the analysis of the accumulated payments, assuming that the progression of payments remains constant over time. The provisions for outstanding claims for each generation therefore depend exclusively on payments accumulated at the time of valuation and on this rule. There are also several variants in the calculation of the model parameters, known as Link Ratio/Link Ration modified for inflation methods. This method is similar to the previous one, but appropriately revised in order to take into account the effect of the growth rates of claims costs (so-called “endogenous inflation”). Therefore, the amounts paid are discounted at the time of valuation, while the future amounts are projected using an appropriate endogenous inflation rate.

2. Link Ratio on “incurred”. This method is the same as the traditional Chain Ladder method, but analyses and projects the development of the “incurred” rather than the “paid”. “Incurred” for a given generation of claims at a specific year, correspond to payments accumulated over the year and the reserve at end of year.

3. Bornhütter-Ferguson method. This method is substantially based on the Link Ratio method (on “paid” or “incurred”), but also uses a series of loss ratios per generation, which is used as an “advance hypothesis” of the last generation cost, so that the estimated reserve is a weighted average between this “advance hypothesis” and the estimate obtained using the link ratio method. Amongst the input data, it is necessary to specify a series of factors (premiums or risk exposure) to be associated with each generation of claims.

IBNR provision

The IBNR provision for claims that have incurred but not yet been reported at year-end is determined on the basis of the experience acquired during previous years with regards to the frequency and average cost of late claims reported and the average cost of claims reported during the year. Claims

198

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Management Report and Parent Company Financial Statements 2021

exceeding a given threshold are excluded when determining average cost in order to exclude events of an exceptional nature.

The compatibility of the estimated values is also verified with elements derived from late claims received at the moment in which the provision is valued.

Provision for profit sharing and premium refunds

There are no contracts with the characteristics indicated in the paragraph 45 of the Annex 15 of the ISVAP (now IVASS) Regulation No. 22/2008 amended and supplemented.

10.2 Other non-life technical provisions - Item C.I.4- by provision type and line of business

There are no contracts with the characteristics indicated in the paragraph 42 and 43 of the Annex 15 of the ISVAP (now IVASS) Regulation No. 22/2008 amended and supplemented.

10.3 Compulsory and non-compulsory equalisation provisions - Item C.I.5

(in thousand euro)

2020

Equalisation provision:

Accident

Fire

734

Pecuniary losses

Total

743

Compensation provision for the credit sector

Total equalisation provision

743

The equalisation provisions is determined according to the paragraph from 37 to 41 of the Annex 15 of the ISVAP (now IVASS) Regulation No. 22/2008 amended and supplemented.

There are no non-compulsory equalisation provisions in the financial statements..

10.4 Changes during the year to the mathematical provisions – Item C.II.1– and the provision for profit-sharing and premium refunds – Item C.II.4 (attachment 14)

(in thousand euro)

2021

2020

Change

Mathematical provision for pure premiums

2,505,833

2,862,959

−357,126

Premiums brought forward

202,556

214,806

−12,250

Provision for death risks

Additional provisions

95,619

79,074

16,545

Book value

2,804,008

3,156,839

−352,831

Provision for profit sharing and premium refunds

92,373

92,672

−299

The reduction in the mathematical reserve for pure premiums is affected by the physiological reduction of the technical reserves relating to the reinsurance acceptance in run off by the subsidiary Alleanza Assicurazioni S.p.A.

199

Parent Company Financial Statements

10.5 Other life technical provisions - Item C.II.5 - by provision type and line of business

Other life technical provisions, amounted to 229,707 thousand, include:

additional provisions consequent to the adequacy checks carried out by the Company on the technical provisions relating to indirect business, pursuant to Annex 16 of Regulation no. 22 of 4 April 2008, modified and integrated. In

Section 11 - technical provisions for policies where the investment risk is borne by the policyholders and technical provisions relating to the administration of pension funds - Item D

11.1 Overview of provisions relative to contracts linked to investment funds or market indexes - Item D.I

(in thousand euro)

2021

Unit vision choise

199,864

Lifetime income bond

35,334

Lavoro Indiretto

4,579

Managed Funds

4,204

AG European Equity Fund

292

Other Funds

Book value

244,273

11.2 Outline of provisions deriving from the administration of pension funds - Item D.II

No provisions deriving from the administration of pension funds are recognized in the financial statements.

Section 12 - Provisions for other risks and charges - Item E

12.1 Changes to the provisions for other risks and charges (attachment 15)

(in thousand euro)

Funds for retirement and similar obligations

Tax funds

Other provisions

Initial amount

7,239

156,840

Sums set aside for the year

42,106

Other increases

Withdrawals

7,000

21,916

Other decreases

Book value

239

177,030

At the end of the period the provision for taxes amounts to 239 thousand. The release of the year for 7,000 thousand mainly concerns the recent favourable evolution of a dispute with the income revenue authority with regard to taxation as a CFC.

the previews year, the provision concerned the reinsurance treaty with the subsidiary Generali Personenversicherungen AG for 216,046 thousand in line of business I;

reserve for future expenses recognized pursuant to point 17 of annexes 14 of Regulation no. 22 of 4 April 2008, modified and integrated. It refers for 5,242 thousand to the line of business I, for 2,759 thousand to the line of business III, for 5,659 thousand to the line of business IV and for 747 thousand to the line of business V.

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12.2 Details of other provisions - Item E.III

Provisions for the year, equal to 42,106 thousand, mainly refer to the net provisions of various nature, mainly relating to risks pertaining to branches and the solidarity fund (INPS Circular number 56 of 10 March 2015).

Section 13 - Payables - Item G

13.1 Bond issued - Item G.III

Non-convertible bonds issued amounted to 2,692,000 thousand. The item includes the “Senior September 2024” loan for 1,750,000 thousand, the “Senior 2019-2024” bond for 70,000 thousand, the “Senior 2020-2025” bond for 100,000 thousand, the “Senior 2020-2040” bond Series no.2” for 386,000 thousand, the “Senior 2020-2040 Series no.3 ”bond for 232,000 thousand, the“ Senior 2020-2035 Series no.4 ”bond for 154,000 thousand.

13.4 Breakdown of other loans and other financial liabilities - Item G.VI

The total of the item, amounting to 5,691,399 thousand, refers to loans granted by:

(in thousand euro)

2021

Generali Participations Netherlands

4,104,778

Generali VersicherungVienna

693,281

Cosmos Leben

185,000

Generali Vie s.a.

175,000

Alleanza Assicurazioni S.p.A.

175,000

Vitalicio Torre Cerdà S.l.

137,000

Generali Deutschland Holding

114,340

AachenMünchener Leben

59,000

UMS Immobiliare Genova S.p.A.

27,000

Genirland Limited

20,000

Verorgungskasse AM GDH

1,000

Book value

5,691,399

13.5 Changes to Provisions for severance pay over the year - Item G.VII -(attachment 15)

(in thousand euro)

2021

Initial amount

1,456

Sums set aside for the year

843

Other increases

Withdrawals

321

Other decreases

639

Book value

1,339

13.2 Details of liabilities to banks and other financial institutions - Item G.IV

Liabilities to banks and other financial institutions amount to 972,893 thousand and mainly refer to loans granted by Deutsche Bank and BNP Paribas in relation to the Group indirect cash pooling.

13.3 Details of guaranteed loans - Item G.V

No guaranteed loans are recognized in the financial statements.

201

Parent Company Financial Statements

13.6 Details of other creditors – Item G.VIII.4

(in thousand euro)

2021

Sums due to Group companies for direct cash pooling

2,127,668

Payables for invoices to be received

137,961

Sums due to suppliers and professionals

94,353

Sums due to credit institutions for entries to be settled

65,354

Payables to subsidiaries for tax consolidation

49,307

Sundry payables to staff

38,342

Sums due to companies for non-insurance dealings

20,240

Payables for the attribution of economic items to the competence of the year

14,900

Sums due from Financial Administration

13,974

Payables to shareholders for dividends

7,316

Others

32,982

Total

2,602,397

13.7 Deferred reinsurance items -Item G.IX.1

Deferred reinsurance items, amounting to 3.090 thousand, include the positive technical values to be recognized in the profit and loss accounts in the following year.

The items are illustrated in detail in the following table..

(in thousand euro)

Non-Life

Life

Total

Premiums

1,439

1,495

2,934

Claims

Commissions

136

Profit portfolio on provisions and other technical items

Total

1,550

1,540

3,090

13.8 Details of miscellaneous liabilities - Item G.IX.3

(in thousand euro)

2021

Operations on derivatives

113,078

Premiums earned to be posted

37,064

Linkage account between Life and Non-Life

21,563

Others

40,096

Total

211,800

The item “Operations on Derivatives” mainly refers to the hedging transactions covering risks deriving from exchange rates and interest rates on medium/long-term subordinated liabilities denominated in pound sterling, based on the “principle of coherent valuation” with reference to the underlying items.

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Section 14 - Accrued expenses and deferred income - Item H

14.1 Details of accrued expenses and deferred income

(in thousand euro)

Accrued income

Deferred charges

Total

Interests

209,472

323

209,795

Rents

401

1,445

1,846

Other accrued income and deferred charges

23,212

6,757

29,969

Total

233,085

8,525

241,610

14.2 Breakdown of the other accrued expenses and deferred income – Item H.3

(in thousand euro)

Accrued income

Deferred charges

Total

Deferred charges for disagio on bond issues

Deferred charges for disagio on loans

Accrued income and deferred charged on derivatives

−43

6,757

6,714

Other

23,255

Total

23,212

6,757

29,969

14.3 akdown of accrued expenses and deferred income and those with a duration of over five years

Deferred income that has a residual duration of over one year relates to:

derivatives hedging changes in exchange rates, relative to loans issued in previous years, for 648 thousand;

derivatives hedging changes in interest rates, relative to loans issued in previous years, for 4,562 thousand.

203

Parent Company Financial Statements

Section 15 - Assets and liabilities relating to Group companies and other companies in which a significant interest is held

15.1 Details of the assets and liabilities relating to Group companies and other companies in which a significant interest is held - (attachment 16)

(in thousand euro)

Parent companies

Subsidiares

Affiliated

Associates

Others

Total

Assets

Equities

32,638,797

204,279

5,000

32,848,076

Bonds

Loans

1,732,633

Participation in investments pools

Deposits with credit institutions

Other financial investments

Deposits with ceding companies

3,536,179

472

3,536,651

Investments relating to contracts linked to investment funds and market indexes

Investments relating to the administration of pension funds

Credits arising from direct insurance operations

8,617

-29

172

8,760

Credits arising from reinsurance operations

131,793

120

2.448

134,361

Sundry credits

204,614

Bank and postal deposits

38,963

Other assets

127,405

214

127,619

Total

38,419,002

304

207,371

5,000

38,631,678

of which subordinated assets

1,550,500

Liabilities

Subordinated liabilities

237,062

Deposits from reinsurers

122,725

Creditors arising from direct insurance operations

6,839

Creditors arising from reinsurance operations

242,388

1,409

243,796

Amounts due to banks and financial institutions

Loans guaranteed by mortgages

Other loans and financial debts

6,638,399

Other creditors

2,172,513

Sundry liabilities

56,280

3,500

59,780

Total

9,476,206

1,409

3,500

9,481,115

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In addition, the following bonds also have a residual maturity of more than 5 years:

“Senior2020-2040 Series no.2” for 386,000 thousand;

“Senior2020-2040 Series no.3” for 232,000 thousand;

“Senior2020-2035 Series no.4” for 154,000 thousand.

With regard to debts for loans with maturity beyond one year, the group companies concerned are:

Generali Participations Netherlands for 1,515,000 thousand;

UMS-Immobiliare Genova S.p.A. for 27,000 thousand;

Generali Versicherung AG for 150,000 thousand;

Generali Deutschland Holding for 19,390 thousand.

Moreover, the following bond loans also have a residual duration of more than one year:

“Senior2024” for 1,750,000 thousand;

“Senior2019-2024” for 70,000 thousand;

“Senior2020-2025” for 100,000 thousand.

Section 16 - Receivables and Payables

16.1 Duration of receivables and payables

With regards to receivables in itemsC and E of assets, 10,800 thousand may be collected after the next financial year, of which 9,042 after five years.

Among the payables in itemsF and G of liabilities, the loans by group companies with a residual duration of more than 5 years are towards the following companies:

Generali Participations Netherlands N.V. for 2,589,778 thousand;

Generali Deutschland Holding for 90,160 thousand;

Cosmos Leben for 110,000 thousand;

AachenMünchener Leben for 59,000 thousand;

Generali Versicherung AG for 260,700 thousand;

Vitalicio Torre Cerdà S.I. for 137,000 thousand;

Genirland Limited for 20,000 thousand;

Alleanza Assicurazioni for 175,000 thousand.

Section 16bis – Individual pension funds

There are no individual pension funds in this item.

205

Parent Company Financial Statements

Section 17 - Guarantees, commitments and other memorandum accounts

17.1 Details of guarantees issued/received and commitments – Voci I, II, III e IV (attachment 17)

(in thousand euro)

2021

2020

Guarantees issued

Guarantees and endorsements issued in the interest of parent companies, subsidiaries and affiliates

Guarantees and endorsements issued in the interest of associates and companies in which a significant interest is held

Guarantees and endorsements issued in the interest of third parties

Other personal guarantees issued in the interest of parent companies, subsidiaries and affiliates

1,185,522

1,104,717

Other personal guarantees issued in the interest of associates and companies in which a significant interest is held

Other personal guarantees issued in the interest of third parties

Real securities for bonds of parent companies, associates and affiliates

Real securities for bonds of associates and other companies in which a significant interest is held

Real securities for bonds of third parties

Guarantees issued for bonds of the Company

Assets deposited for direct reinsurance operations

114,578

149,382

Total

1,300,100

1,254,099

II.

Guarantees received

from Group Companies, associates and other companies in which a significant interest is held

from third parties

425,844

446,120

Total

425,844

446,120

III.

Guarantees received in the interest of the Company

from Group companies, associates and other companies in which a significant interest is held

from third parties

106,393

91,022

Total

106,393

91,022

IV.

Commitments

Commitments for purchases which must be resold

Commitments for sales which must be repurchased

Other commitments

5,776,743

6,466,222

Total

5,776,743

6,466,222

Assets relating to pension funds managed in the name and on behalf of third parties

VI.

Securities deposited with third parties

14,948,229

13,817,880

Total

22,557,309

22,075,343

The Company has granted sureties and guarantees, primarily in the interest of subsidiaries, in the context of operations of a non-systematic nature and that did not involve a risk of insolvency inside the insurance group.

The other outstanding positions, provided from third parties in the interest of the Company, consist mainly of sureties provided to CONSAP, to government authorities and foreign insurance regulators as required for Company operations in non-European Union countries.

17.2 Evolution of guarantees issued

The guarantees referred to in point I.d) are issued in favor of the subsidiary Generali Life (Hong Kong) Limited for 1,185,522 thousand. In relation to financial derivatives in Cross Currency Swap with a reference value of 52,700 thousand and a fair value of 81,399 thousand, the Company has given as collateral assets for a corresponding market value of 57,107 thousand. Such collateral is not recognized in the guarantees given, as the transaction as a whole is represented in the appropriate items in the financial statements.

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17.3 Details of the assets and liabilities relating to pension funds managed in the name and on behalf of third parties

There are no assets and liabilities attributable to pension funds managed in the name and on behalf of third parties classified in this item.

17.4 Details of securities deposited with third parties

The securities owned by the Company, deposited in custody in various brokers, are recognized in the memorandum accounts at the nominal value of 14,948,229 thousand.

17.5 Breakdown of commitments and other memorandum accounts

Among the commitments, the positions of significant amount represent the notional reference value of the open transactions in the purchase and sale of derivative financial instruments, as illustrated in the table at point 17.6, and the commitments relating to the subscription of ancillary own funds of the subsidiary Generali Vie S.A. for 500,000 thousand and the commitments to provide the subsidiary Generali Personenverischerungen AG with the necessary financial means if it is unable to fulfill its technical commitments, up to a maximum of 3,520,000 thousand Swiss francs.

17.6 Commitments regarding derivative transactions -(attachment 18)

(in thousand euro)

2021

2020

Purchase

Sale

Purchase

Sale

Price

Fair value

Price

Fair value

Price

Fair value

Price

Fair value

Futures:

on shares

on bonds

on currencies

on rates

other

Opzioni:

on shares

on bonds

on currencies

on rates

other

Swaps:

on currencies

890,612

−117,326

527,081

−19,495

911,740

−165,959

569,987

−4,909

on rates

350,000

−8,827

550,000

−59,172

other

255,000

Other operations

Total

890,612

−117,326

877,081

−28,322

911,740

−165,959

1,374,987

−64,081

Derivatives transactions are consistent with the guidelines set by the specific resolution of the Board of Directors and in compliance with the rulings set by IVASS Regulation No. 24 dated 6 June 2016 and exclude transactions of a purely speculative nature.

Additional information about the criteria of evaluation, as well as changes in value recognized directly in the income statement, is shown in Part A – Summary of significant accounting policies.

Transactions

The most important transactions, with reference to notional values, took place in the Over the Counter (OTC) markets, offering adequate guarantees of settlement of the positions assumed. The contracts negotiated in these markets were drawn up with counterparties having investment grade rating, enabling the carrying out of professional operations, subject to prudential vigilance with the purpose of stability, pursuant the current regulations..

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Parent Company Financial Statements

Outstanding contracts at the end of the year

The overall value of outstanding contracts at year end, in terms of the nominal value of the reference capital (notional reference value), was 1,767,693 thousand.

The following table is a breakdown of all contracts outstanding at year end, divided by purpose and contract type.

(in thousand euro)

Hedging

Efficient management

Total

Number

Value

Number

Value

Number

Value

Cross Currency Swap

1,193,194

224,499

1,417,693

Interest Rate Swap

350,000

Total

1,543,194

224,499

1,767,693

17.7 Disclosure concerning contingent liabilities not recorded in the balance sheet of which to in Art. 2427, No. 9) of the first paragraph

The Company has identified potential additional liabilities with respect to those already taken into account for the determination of provisions for risks and charges (Section 12), for 1,957 thousand, relating to lawsuits for which the unsuccessful outcome was determined.

17.8 Disclosure regarding to the amount of the securities held on deposit with a ceding company or third parties which remain property of the company accepting reinsurance

The amount of the securities held on deposit with a ceding company or third parties which remain property of the company accepting reinsurance, is equal to 114,578 thousand.

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Profit and Loss account

Summary

(in thousand euro)

2021

2020

Non-life

Life

Total

Change

Gross premiums written

2,036,946

1,560,003

3,596,949

3,202,991

393,958

Ceded reinsurance premiums

−1,138,466

−459,478

−1,597,944

−1,144,046

−453,898

Income and charges from life investments

1,332,829

2,013,967

−681,138

Allocated investment return transferred to/from the technical account

224,269

−998,649

−774,380

−1,182,039

407,659

Income and charges from class D

20,325

29,189

−8,864

Charges relating to claims

−642,997

−1,429,360

−2,072,357

−2,291,980

219,623

Change in unearned premiums, mathematical and other provisions

−830

370,254

369,424

584,450

−215,026

Profit-sharing and premium refunds

−72

−38,739

−38,811

−45,393

6,582

Operating expenses

−167,508

−186,366

−353,874

−390,896

37,022

Other technical income and charges

−20,124

4,345

−15,779

−16,014

235

Result of technical account

291,218

175,164

466,382

760,229

−293,847

Income and charges from non-life investments

1,388,834

2,064,603

−675,769

Investments profit transferred from/to the non technical account

−224,269

998,649

774,380

1,182,039

−407,659

Other income

258,940

104,354

363,294

259,026

104,268

Other charges

−948,753

−364,330

−1,313,083

−1,540,679

227,596

Results from ordinary operations

765,970

913,837

1,679,807

2,725,218

−1,045,411

Extraordinary income

27,692

7,205

34,897

46,630

−11,733

Extraordinary charges

−24,231

−1,616

−25,847

−39,796

13,949

Result before taxation

769,431

919,426

1,688,857

2,732,052

−1,043,195

Income taxes for the year

121,567

36,443

158,010

237,866

−79,856

Result for the year

890,998

955,869

1,846,867

2,969,918

−1,123,051

Section 18 - information on the non-life business technical account(I)

18.1 Premiums written

(in thousand euro)

Direct business

Reinsurance

Total

Non-life

570,018

1,466,928

2,036,946

Life

197,968

1,362,035

1,560,003

Total

767,986

2,828,963

3,596,949

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Parent Company Financial Statements

18.2 Summary of the non-life business technical account - Italian and foreign business -(attachment 19)

(in thousand euro)

Gross premiums

written

Gross premiums

for the year

Gross cost

of claims

Operating

costs

(*) Reinsurers’

Direct insurance:

Accident and Health

8,792

8,668

6,156

477

−9

Motor TPL

366

Material damage

2,877

1,564

4,387

Hull marine

4,188

3,850

1,827

557

−191

Fire and property other than fire

18,594

16,255

6,685

1,728

−3,004

General liability

17,780

14,542

17,669

1,647

−3,546

Credit and suretyship

1,474

1,432

213

−1,269

Pecuniary losses

5,238

3,925

2,008

730

140

Legal protection

Assistance

−11

Total direct insurance

59,360

50,665

38,790

5,424

−7,890

Reinsurance

304,387

286,638

97,550

41,996

−33,528

Total Italian portfolio

363,747

337,303

136,340

47,420

−41,418

Foreign portfolio

1,673,199

1,644,371

1,706,135

278,840

307,510

Grand total

2,036,946

1,981,674

1,842,475

326,260

266,092

(*) The reinsurers’ share is the technical balance of cessions and retrocessions.

18.3 Statement concerning the transfer of the allocated investment return from the non- technical account and indication of the base applied for the calculation - Item I.2

The net investment return assumed for the determination of the quota to be transferred to the non-life technical account arises from the amounts, recognized in the non-technical account, of investment returns and related financial charges.

The percentage to be allocated to the technical account – in compliance with ISVAP (now IVASS) Regulation No. 22/2008 amended and supplemented– is calculated by applying to the net investment return, the ratio resulting between the average of (current and prior year) technical provisions, net of reinsurance and this same average added to the average (current and prior year) of the shareholders’ funds plus subordinated liabilities.

In 2021 the ratio has been 16,148% and, applied to the investment profit of 1,388,834 thousand, the sum allocated to the technical account has been 224,269 thousand (296,374 thousand in 2020).

The division into single portfolios and lines of business of the allocated investment return to the technical account was also carried out based on the above- mentioned ISVAP (now IVASS) ruling.

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18.4 Other technical income net of reinsurance – Item I.3

(in thousand euro)

2021

Reversal of commissions relating to devalued or cancelled premiums of previous years

8,734

Other technical income

1,423

Total of other technical income

10,157

18.5 Net provision for outstanding claims development result

The difference between the amount of the provision for outstanding claims recorded at the beginning of the year and the payment for claims accrued in previous years, as well as the amount of the relevant provision at the end of the year is not significant.

18.6 Premium refunds and profit-sharing – Item I.6

(in thousand euro)

2021

Premium refunds

Change in profit-sharing

Total

18.7 Reinsurance commissions and profit- sharing – Item I.7.f

(in thousand euro)

2021

Commissions

157,352

Profit-sharing

1,400

Total

158,752

18.8 Other technical charges net of reinsurance – Item I.8

(in thousand euro)

2021

Devaluation for uncollectable sums due towards policyholders for premiums

15,194

Reversal of commissions on the quotas charged to the reinsurers relative to premiums annulment

8,190

Other technical charges

6,897

Total of other technical charges

30,281

The item “other technical charges“ mainly consists of the annulment of technical balances relating to previous years with reference to the Generali Global Health portfolio of the London office.

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Parent Company Financial Statements

18.9 Equalisation provisions – Item I.9

(in thousand euro)

2021

2020

Change

Equalisation provision:

Accident

Fire

734

643

Pecuniary losses

Total

743

652

Compensation provision for the credit sector

Total equalisation provisions

743

652

Section 19 - Information on the life business technical account(II)

19.1 Summary of the life business: premiums and reinsurers’ share – (attachment 20)

(in thousand euro)

Direct business

Reinsurance

Total

Gross premiums:

197,968

1,362,035

1,560,003

for individual policies

28,093

177,844

205,937

for group policies

169,875

1,184,191

1,354,066

regular premiums

197,908

1,357,828

1,555,736

single premiums

4,207

4,267

for non-profit-sharing contracts

170,663

1,360,426

1,531,089

for profit-sharing contracts

for contracts in which the investment risk is borne by policyholders and for contracts linked to pension funds

27,305

1,609

28,914

Reinsurers’ share (*)

8,832

−6,152

2,680

(*) The reinsurers’ share is the technical balance of cessions and retrocessions.

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19.2 Details of investment income – Item II.2 (attachment 21 – Life)

(in thousand euro)

2021

from equities:

Dividends and other income from equities of Group companies

1,208,312

Dividends and other income from equities of other companies

566

Total

1,208,878

Income from land and buildings

Income from other investments:

Income from bonds of Group companies and companies in which a significant share is held

Interest on loans to Group companies and companies in which a significant share is held

28,466

Income from units of common investment funds

Income from bonds and other fixed-interest securities

36,061

Interest on loans

286

Income from participation in investment pools

Interest on deposits with credit institutions

Income from various financial investments

Interest on deposits with ceding companies

92,910

Total

157,723

Reversal value adjustments on investments relating to:

Land and buildings

Equities of Group companies and companies in which a significant share is held

Bonds issued by Group companies and companies in which a significant share is held

Other equities

785

Other bonds

Other financial investments

Total

815

Gains on the realisation of investments:

Gains from sale of land and buildings

Gains from equities of Group companies and companies in which a significant share is held

Gains from bonds issued by Group companies and companies in which a significant share is held

Gains from other equities

211

Gains from other bonds

2,216

Gains from other financial investments

Total

2,427

Grand total

1,369,843

213

Parent Company Financial Statements

19.3 Details of income and unrealized gains on investments for the benefit of policyholders who bear the investment risk and on investments relating to the administration of pension funds – Item II.3 (attachment 22)

(in thousand euro)

2021

Income from:

Land and buildings

Investments in Group companies and companies in which a significant share is held

161

Income from units of common investment funds

Other financial investments

- of which, income from bonds

Other assets

Total

189

Gains from the realisation of investments

Gains from sale of land and buildings

Gains from investments in Group comp. and comp. in which a significant share is held

Income from units of common investment funds

2,447

Gains from other financial investments

- of which, from bonds

Other income

Total

2,469

Unrealised gains

31,314

Grand total

33,972

19.4 Other technical income net of reinsurance – Item II.4

(in thousand euro)

2021

Reversal of commissions relating to devalued or cancelled premiums of previous years

Other technical income

4,664

Total of other technical income

4,690

The item “Other technical income” consists, in particular, of commissions collected from the internal funds of the Dubai Branch.

19.5 Outstanding payments provision development result

The difference between the amount of the reserve for outstanding claims existing at the beginning of the year and the amounts paid to the beneficiaries of the contracts during the period for claims incurred in previous years and the amount of the reserves at year-end is not significant.

214

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

19.6 Premium refunds and profit-sharing – Item II.7

(in thousand euro)

2021

Premium refunds

Change in profit-sharing

38,697

Total

38,739

The item Change in profit-sharing regards in particular payments, net of reinsurance, of the Luxembourg branch to multinational customers.

19.7 Reinsurance commissions and profit-sharing – Item II.8.f

(in thousand euro)

2021

Commissions

72,161

Profit-sharing

10,404

Total

82,565

The amounts mainly relate to the reinsurance relationships of the Luxembourg branch with the captives of multinational customers.

19.8 Details of investment charges – Item II.9 (attachment 23 – Life)

(in thousand euro)

2021

Investments operating charges and other charges:

Charges relating to equities

Charges relating to investments in land and buildings

Charges relating to bonds

3,632

Charges relating to units of common investment funds

Charges relating to shares in investment pools

Charges relating to other financial investments

621

Interest on deposits with reinsurers

8,339

Total

12,592

Value adjustments on investments relating to:

Land and buildings

Equities in Group companies and companies in which a significant share is held

Bonds issued by Group companies and companies in which a significant share is held

Other equities

131

Other bonds

8,244

Other financial investments

12,294

Total

20,669

Losses on the realisation of investments:

Losses from sale of land and buildings

Losses from equities

Losses from bonds

311

Losses from other financial investments

3,441

Total

3,753

Grand total

37,014

215

Parent Company Financial Statements

19.9 Details of financial charges and unrealised losses on investments for the benefit of policyholders who bear the investment risk and on investments relating to the administration of pension funds –Item II.10 (attachment 24)

(in thousand euro)

2021

Charges relating to:

Land and buildings

Investments in Group companies and companies in which a significant share is held

Units of common investment funds

Other financial investments

Other assets

Total

114

Losses on the realisation of investments

Losses from sale of land and buildings

Losses from investments in Group companies and companies in which a significant share is held

Losses from units of common investment funds

284

Losses from other financial investments

Other charges

Total

294

Unrealised losses

13,239

Grand total

13,647

19.10 Other technical charges net of reinsurance – Item II.11

(in thousand euro)

2021

Cancellation of issued premiums of previous years

316

Other technical charges

Total of other technical charges

345

216

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Section 20 - Development of technical items by line of business

20.1 Non-life insurance

20.1.1. Summary of technical accounts by line of business – Italian portfolio - (attachment 25)

(in thousand euro)

Isvap Class 01

Isvap Class 02

Isvap Class 03

Isvap Class 04

Isvap Class 05

Isvap Class 06

Accident

Health

Motor

material

damage

Hull

transport

(trains)

Hull

aviation

Hull

marine

Gross direct business

(+)

Premiums written

3,073

5,718

2,877

1,320

182

1.222

(–)

Change in unearned premium provision

−425

549

1,313

209

(–)

Charges relating to claims

1,440

4,716

4,387

356

413

(–)

Change in other technical provisions

(+)

Balance of other technical items

−1

−10

−15

-31

(–)

Operating expenses

135

342

100

222

Technical balance of direct business

1,922

111

−2,864

655

105

556

Result of ceded reinsurance

−9

-11

Net result of reinsurance

14,010

943

−3,780

575

−526

-3.947

(–)

Change in equalisation provision

(+)

Positive share of investments allocated from the non-technical account

5,641

3,207

695

947

1.305

Technical result

21,564

4,261

−5,949

2,177

−341

-2.097

19.11 Statement concerning the transfer of the allocated investment return to the non - technical account and indication of the base applied for the calculation - Item II.12

The investment return assumed for the determination of the quota to be transferred to the non-technical account arises from the amounts, registered in the technical account, of the investment profits and related financial charges. Profits and unrealised gains as well as charges and unrealised losses deriving from investments relating to item D (held for the benefit of policyholders who bear the investment risk and relating to the administration of pension funds) are excluded. These items, therefore, continue to be accounted for in the technical account.

The quota to be allocated to the non-technical account – in compliance with ISVAP (now IVASS) Regulation No. 22/2008 amended and supplemented – is calculated by applying, to the investment return, the ratio resulting between:

the average of (current and prior year) Shareholders’ funds and subordinated liabilities;

the average of (current and prior year) Shareholders’ funds and subordinated liabilities plus the average of (current and prior year) technical provisions, net of reinsurance.

If the investment return that remains allocated to the life technical account is lower than the investment profits contractually acknowledged with the policyholders during the year, the quota to be transferred to the non- technical account must be similarly reduced in the pro- portion of this lower value, and may even be cancelled if necessary.

For the 2021 financial statements, on the basis of the calculation methods explained in the previous paragraph, the quota to be applied to the total income for the year, equal to 1,332,829 thousand, has been 74,9%, and involved an allocation to the non-technical account of 998,649 thousand (1,478,413 thousand in 2020).

The division into single portfolios and lines of business of the investment return quota relative to the technical account has been calculated on the basis of their origin.

217

Parent Company Financial Statements

(in thousand euro)

Isvap Class 07

Isvap Class 08

Isvap Class 09

Isvap Class 10

Isvap Class 11

Isvap Class 12

Cargo

Fire

Property

other than fire

Motor

TPL

Aviation

TPL

Marine

TPL

Gross direct business

(+)

Premiums written

1,242

9,264

9,330

366

122

100

(–)

Change in unearned premium provision

1,889

450

(–)

Charges relating to claims

1,006

5,661

1,024

(–)

Change in other technical provisions

(+)

Balance of other technical items

−28

−38

−24

−28

−8

(–)

Operating expenses

174

700

1,028

Technical balance of direct business

−39

976

6,804

283

Result of ceded reinsurance

−276

−2,873

−131

−8

Net result of reinsurance

970

91,336

27,883

14,314

−2,132

−62

(–)

Change in equalisation provision

(+)

Positive share of investments allocated from the non-technical account

504

−1,878

−979

16,615

256

199

Technical result

1,159

87,471

33,577

31,212

−1,757

195

(in thousand euro)

Isvap Class 13

Isvap Class 14

Isvap Class 15

Isvap Class 16

Isvap Class 17

Isvap Class 18

General

liability

Credit

Suretyship

Pecuniary

losses

Legal

protection

Assistance

Gross direct business

(+)

Premiums written

17,780

1,470

5,238

(–)

Change in unearned premium provision

3,238

−1

1,313

−20

(–)

Charges relating to claims

17,669

2,008

(–)

Change in other technical provisions

(+)

Balance of other technical items

100

−10

−1

−70

(–)

Operating expenses

1,647

213

730

Technical balance of direct business

−4,674

1,204

1,186

−64

Result of ceded reinsurance

−3,546

−1,269

140

−11

Net result of reinsurance

−10,419

177

−4,161

−12,154

(–)

Change in equalisation provision

(+)

Positive share of investments allocated from the non-technical account

15,422

1,171

8,054

−1

Technical result

−3,217

191

−3,055

−2,774

Whenever possible, costs have been charged to each specific line of business from the outset; common expenses are shared proportionally according to parameters (gross premiums, number of policies managed, commissions and claims paid) suitable for the different types of costs.

218

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

20.1.2. Summary of non-life business technical accounts – Italian portfolio –(attachment 26)

(in thousand euro)

Direct insurance

Reinsurance

Risks

retained

Direct risks

Ceded risks

Direct risks

Retroc. risks

(+)

Premiums written

59,357

10,672

304,387

212,047

141,025

(–)

Change in unearned premium provision

8,695

684

17,749

23,143

2,617

(–)

Charges relating to claims

38,790

462

97,550

135,392

486

(–)

Change in other technical provisions

(+)

Balance of other technical items

−164

3,250

−3,487

(–)

Operating expenses

5,424

1,709

42,518

23,234

22,999

Technical balance

6,284

7,890

146,570

33,528

111,436

(–)

Change in equalisation provisions

(+)

Positive share of investments allocated from the non-technical account

7,023

44,253

51,276

Technical result

13,307

7,890

190,823

33,528

162,622

20.2 Life insurance

20.2.1. Summary of technical accounts by line of business – Italian portfolio – (attachment 27)

(in thousand euro)

Isvap Class I

Isvap Class III

Isvap Class IV

Isvap Class V

Isvap Class VI

Life

Investment

funds

Health

Capitalisation

Pension

funds

Gross direct business

(+)

Premiums written

11,350

(–)

Charges relating to claims

5,539

4,735

(–)

Change in mathematical and other provisions

−1,447

−16

(+)

Balance of other technical items

(–)

Operating expenses

(+)

Investment profit net of the quota allocated to the non-technical account

2,448

10,417

Technical balance

9,705

5,674

Result of ceded reinsurance

Net result of reinsurance

133,580

145

Technical result

143,285

181

5,674

For the attribution of the expenses to the Isvap Classes please refer to point 20.1.1.

219

Parent Company Financial Statements

20.2.2. Summary of life technical accounts – Italian portfolio – (attachment 28)

(in thousand euro)

Direct insurance

Reinsurance

Risks

retained

Direct risks

Ceded risks

Direct risks

Retroc. risks

(+)

Premiums written

11,392

120,248

1,327

130,313

(–)

Charges relating to claims

10,343

546,359

208

556,494

(–)

Change in mathematical and other provisions

−1,419

−408,711

604

−410,734

(+)

Balance of other technical items

−16

−1

−14

(–)

Operating expenses

13,296

704

12,593

(+)

Investment profit net of the quota allocated to the non-technical account

12,995

164,264

177,259

Technical result

15,463

133,552

−190

149,205

20.3 Non - life and life insurance

20.3.1. Summary of non-life and life technical accounts – foreign portfolio –(attachment 29)

(in thousand euro)

Non-life

Life

Gross direct business

(+)

Premiums written

510,660

186,576

(–)

Change in non-life unearned premium provision

24,429

(–)

Charges relating to claims

365,540

183,560

(–)

Change in mathematical and other provisions in life branches

22,920

(–)

Change in other technical provisions in non-life branches

(+)

Balance of other technical items

−11,414

5,674

(–)

Operating expenses

77,155

22,248

(+)

Investment profit of the life branch net of the quota allocated to the non-technical account

63,135

Technical balance of direct business

32,122

26,657

Result of ceded reinsurance

−62,540

864

Net result of reinsurance

−13,983

−1,566

(–)

Change in equalisation provisions for non-life branches

(+)

Quota of profits transferred from the non-technical account of the non-life branches

172,993

Technical result

128,592

25,957

220

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Section 21 - information on the non – technical account (III)

21.1 – Details of investment income – Item III.3 (attachment 21 – non-life)

(in thousand euro)

2021

from equities:

Dividends and other income from equities of Group companies

1,373,527

Dividends and other income from equities of other companies

529

Total

1,374,056

Income from land and buildings

3,445

Income from other investments:

Income from bonds of Group companies and companies in which a significant share is held

Interest on loans to Group companies and companies in which a significant share is held

47,085

Income from units of common investment funds

601

Income from bonds and other fixed-interest securities

9,619

Interest on loans

Income from participation in investment pools

Interest on deposits with credit institutions

1,854

Income from various financial investments

Interest on deposits with ceding companies

1,611

Total

60,775

Reversal value adjustments on investments relating to:

Land and buildings

Equities of Group companies and companies in which a significant share is held

Bonds issued by Group companies and companies in which a significant share is held

Other equities

Other bonds

Other financial investments

19,715

Total

19,801

Gains on the realisation of investments:

Gains from sale of land and buildings

Gains from equities of Group companies and companies in which a significant share is held

Gains from bonds issued by Group companies and companies in which a significant share is held

Gains from other equities

888

Gains from other bonds

Gains from other financial investments

14,779

Total

15,674

Grand total

1,473,751

221

Parent Company Financial Statements

21.2 – Details of investment charges – Item III.5 (attachment 23 –Non-life)

(in thousand euro)

2021

Investments operating charges and other charges:

Charges relating to equities

2,378

Charges relating to investments in land and buildings

1,738

Charges relating to bonds

2,773

Charges relating to units of common investment funds

Charges relating to shares in investment pools

Charges relating to other financial investments

715

Interest on deposits with reinsurers

Total

7,631

Value adjustments on investments relating to:

Land and buildings

1,705

Equities in Group companies and companies in which a significant share is held

48,150

Bonds issued by Group companies and companies in which a significant share is held

Other equities

1,134

Other bonds

3,923

Other financial investments

7,427

Total

62,339

Losses on the realisation of investments:

Losses from sale of land and buildings

Losses from equities

171

Losses from bonds

Losses from other financial investments

14,773

Total

14,947

Grand total

84,917

21.3 – Details of other income – Item III.7

(in thousand euro)

2021

Profit on exchange rates

189,055

Royalties for Generali's brand usage

78,427

Administration charges recovered from third parties

41,498

Withdrawal from provisions for future charges

23,375

Withdrawals from other provisions for risks

7,288

Commissions on guarantees given to Group companies

7,371

Interest income on reinsurance transactions

4,150

Other income

12,130

Total of other income

363,294

222

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

21.4 – Details of other charges – Item III.8

(in thousand euro)

2021

Management and coordination expenses

464,226

Interest expense on subordinated liabilities

397,851

Interest expense on bonds

104,733

Foreign exchange losses

108,538

Interest expense on other loans

65,459

Provisions for risks and charges

42,106

Administrative expenses incurred on behalf of third parties

40,936

Charges relating to the takeover bid for Cattolica S.p.A.

12,795

Amortization of intangible assets

7,515

Interest and financial expenses

10,763

Charges for non-deductible VAT

7,210

Interest expense on various debts

4,705

Tax charges

24,279

Other charges

21,965

Total other charges

1,313,083

21.5 – Details of extraordinary income – Item III.10

(in thousand euro)

2021

Income from taxes from previous years

15,259

Capital gains on disposal of durable investments

12,457

Contingent assets

7,180

Total other extraordinary income

34,896

Extraordinary income amounts to 34,896 thousand, mainly composed of the realized gains deriving from the recalculation of taxes for previous years, the net realizable profit deriving from the sale of the Lisbon property (5,840 thousand), the net realizable profit deriving from the sale of a share equal

to 5% of the subsidiary GOSP - Generali Operations Service Platform to Accenture (4,259 thousand) and from the realized profit relating to the investment GLL GmbH & Co. Retail KG iL (2,357 thousand). The residual part is attributable to contingent assets.

21.6 – Details of extraordinary charges –Item III.11

(in thousand euro)

2021

Taxes from previous years

10,506

Early retirement incentives

10,428

Contingent liabilities

2,704

Other charges

2,209

Total other charges

25,847

Other extraordinary charges are mainly composed of taxes relating to previous years.

223

Parent Company Financial Statements

the tax period, thus recording an income in current taxes. The company also took over, as consolidating company, the positions of the consolidated companies for the taxable income for the period, net of the offset of all the current and previous fiscal losses, recognizing a debt towards the Tax Authorities of 245,745 thousand and a concomitant credit for the same amount towards the companies themselves.

Income taxes for the year show a positive balance of 158,009 thousand (237,866 in the previous year), due to the following components:

income for accrual IRES for 194,754 thousand (257,787 thousand in the previous year). The decrease in income is attributable to the decrease in exempt dividends and write-backs on pex securities, the negative effect of which more than offset the reduction in pre-tax profit.

foreign tax charges of 23,190 thousand (6,698 thousand in the previous year);

taxes due in Italy on the income of some foreign subsidiaries for 13,555 thousand (11,209 thousand in the previous year);

expense for accrual IRAP equal to 0 (2,014 thousand in the previous year).

The company complies, as a Parent Company, with the Corporate tax treatment, regulated by Title II, Chapter II, Section II of the TUIR (Art. 117-129). The number of subsidiaries that exercised the option with the Parent Company equal to 25 (22 in previous year; in particular, 4 companies (GOSP-Generali Operations Service Platform, Genagricola, Leone Alato, Agricola San Giorgio) exercised the option for the first time and one company (GSS-Generali Shared Services) was merged by incorporation into the aforementioned GOSP.

With reference to the significant terms and conditions of the agreements that regulate the relationship between the consolidating company and the consolidated companies, it should be noted that each consolidated company, in cases where it contributes to the formation of the total global income with its taxable income, must provide to the consolidating company an amount equal to the relative tax due; on the other hand, in case the consolidated company contributes to the formation of the consolidated total global income with a tax loss, an amount equal to the financial benefit due to the Parent Company on payment of the Group tax will be granted.

By accepting the Corporate tax treatment, the company benefited from the immediate offsetting of the tax loss of

Hereinafter the reconciliation between the theorical tax rate and effective tax rate:

IRES ordinary rate

24.00%

Effect of permanent differences (increases and decreases) compared to the ordinary rate

Permanent differences in increase:

capital losses on non-deductible participations

interests due

0.32%

other differences

0.46%

Permanent differences in decrease:

excluded dividends

capital gains on exempt participations or subject to substitute tax

-0.65%

other differences

-0.64%

Total permanent differences

-33.88%

Other changes compared to the ordinary rate (rate changed from 27.5% to 24%)

Actual tax rate IRES

-9.88%

Income tax of foreign subsidiaries and associates and other taxes paid abroad

0.75%

Accrual IRAP of the period

0.00%

Total tax rate

-9.13%

21.7 – Details of income taxes – Item III.14

(in thousand euro)

2021

Current taxes

−159,310

Change in pre-paid taxation

1,523

Change in deferred taxation

−223

Income tax for the year

−158,010

224

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

Pre-paid and deferred taxation

Pre-paid and deferred taxation relate to items that combine to constitute the taxable profit in a fiscal period other than that in which they are recognized in the income statement.

The movements of pre-paid and deferred taxes have been determined using the IRES rate of 24%; these refer to the

Pre-paid taxation

(in thousand euro)

Initial balance

Changes over the year

Final balance

Temporary

differences

Taxes

Temporary

differences

Taxes

Temporary

differences

Taxes

Assets for pre-paid taxes - IRES

Evaluation of securities

29,942

7,186

5,754

1,381

35,696

8,567

Depreciation (mainly goodwill)

61,629

14,791

-7,025

-1,686

54,604

13,105

Devaluations of credits due by policyholders

447,175

107,322

-71,548

-17,172

375,627

90,150

Other sums set aside and not deductible in the year

20,860

5,006

7,587

1,821

28,447

6,827

Change of provisions

88,823

21,318

-40,278

-9,667

48,545

11,651

Loans from Generali Finance mergers

DTA on branch tax losses

89,493

22,284

149,344

23,747

238,837

46,031

Substitute tax partial postage goodwill (D.L. 185/2008)

Sundry

12,549

2,838

277

12,826

2,891

Total

750,471

180,745

44,111

-1,523

794,582

179,222

Assets for pre-paid taxes - IRAP

Depreciation (mainly goodwill)

27,703

980

-27,703

-980

Devaluations of credits due by policyholders

8,208

291

-8,208

-291

Sundry

20,344

720

-20,344

-720

Total

56,255

1,991

-56,255

-1,991

Total early taxation

806,726

182,736

-12,144

-3,514

794,582

179,222

Deferred taxation

(in thousand euro)

Initial balance

Changes over the year

Final balance

Temporary

differences

Taxes

Temporary

differences

Taxes

Temporary

differences

Taxes

Liabilities for deferred taxes - IRES

Real estate

2,806

561

−8

−2

2,798

559

Gains installments

5,426

1,302

−881

−211

4,545

1,091

Sundry

144,312

34,635

144,312

34,635

Balances account of foreign branches organization

318

−42

−10

276

Total

152,862

36,574

−931

−223

151,931

36,351

Liabilities for deferred taxes - IRAP

Total

Total deferred taxation

152,862

36,574

−931

−223

151,931

36,351

items that contribute to forming the taxable profit in a fiscal period different from that in which they are recognized in the income statement.

The breakdown of the main items and changes during the year is provided in the tables below; all amounts are recognized in the income statement.

225

Parent Company Financial Statements

Section 22 - Other information on the profit and loss account

22.1 Outline of relations with Group companies and other companies in which a shareholding is held –(attachment 30)

(in thousand euro)

Parent company

Subsidiaries

Affiliates

Associated

Other

Total

INCOME

Investment income:

Income from land and buildings

Dividends and other income from equities

2,571,881

8,391

2,580,271

Income from bonds

Interest on loans

75,552

Income from other financial investments

Interest on deposits with ceding companies

77,869

10,103

87,972

Total

2,725,301

18,494

2,743,795

Unrealised income and gains on investments for the benefit of policyholders

161

Other income:

Interest on amounts due

640

Recoveries of administration expenses and charges

38,856

Other income and recoveries

87,382

Total

126,878

Gains on the realisation of investments

Extraordinary income

1,583

Grand total

2,853,922

18,494

2,872,416

CHARGES

Charges on investments administration and paid interest:

Investments charges

3,752

Interest on subordinated liabilities

10,160

Interest on deposits from reinsurers

Interest on debts from direct insurance transactions

Interest on debts from reinsurance transactions

7,098

Interest on sums due to banks and financial institutions

-100

Interest on guaranteed loans

Interest on other debts

82,440

Losses on credits

Administration charges and expenses for third parties

101,089

Other charges

175

2,783

2,958

Total

204,614

2,783

207,397

Unrealised charges and losses on investments for the benefit of policyholders

Losses on the realisation of investments

Extraordinary charges

Grand total

204,664

2,783

207,447

226

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

22.2 Summary of direct business premiums written –(attachment 31)

(in thousand euro)

Non-life

Life

Total

Branch

F.O.S.

Branch

F.O.S.

Branch

F.O.S.

Premiums written

in Italy

42,224

11,392

53,616

in other EU Countries

10,691

in third Countries

510,660

6,442

186,576

697,236

6,442

Total

552,884

17,133

197,968

750,852

17,133

22.3 Personnel expenses and director and auditor fees – (attachment 32)

(in thousand euro)

Non-life

Life

Total

I. Staff expenses

Expenses related to employees:

Italian portfolio:

Wages

147,589

7,970

155,559

Social contributions

51,617

2,323

53,940

Sums allocated to the provision for retirement

9,711

205

9,916

Other employee costs

14,406

103

14,509

Total

223,323

10,601

233,924

Foreign portfolio:

Wages

50,997

23,242

74,239

Social contributions

3,539

1,234

4,773

Other employee costs

1,600

2,169

3,769

Total

56,136

26,645

82,781

Total

279,459

37,246

316,705

Costs of non-subordinate workforce:

Italian portfolio

6,060

163

6,223

Foreign portfolio

195

209

Total

6,255

177

6,432

Total cost of workforce

285,714

37,423

323,137

II. Details of items entered

Charges deriving from investments management

118

129

Charges relating to claims

4,194

959

5,153

Other acquisition costs

14,512

2,022

16,534

Other administration costs

29,748

29,920

59,668

Administrative charges and expenses on behalf of third parties

237,141

4,511

241,652

Holding costs

Total

285,714

37,423

323,137

227

Parent Company Financial Statements

Number

Payment received

(in thousand euro)

III. Average staff during the year

Managers

297

Employees

1,459

Salaried employees

Others

Total

1,756

IV. Directors and auditors

Directors

4,801,055

Auditors

440,000

The amounts relating to the remuneration of directors and statutory auditors differ from those reported in the Remuneration Report, which concern remuneration pursuant to art. 78 of CONSOB Regulation no. 11971 of 14 May 1999 and subsequent amendments, as they do not take into account, among other things, profit sharing.

22.4 Transfer of securities from the durable to the non-durable classification and vice versa or sale of durable securities

During the year, the Company did not transfer securities from the non-durable to the long-term segment and vice versa.

The early divestments of securities classified in the durable sector generated net profits of 4,173 thousand made mainly from the sale of shares for 4,258 thousand.

These operations have been carried out in accordance with the guidelines and limits contained in the framework resolution

on investments adopted by the board of directors, as required by IVASS regulation No. 24.

22.5 Results from derivative operations

Hedging operations regarding assets and liabilities, and the other operations provided by the investment Policy adopted by the Board of Directors pursuant IVASS Regulation No. 24 dated 6 June 2016, as already specified in the Notes to the Accounts, have determined a total net gain of 1,409 thousand relating to the realized economic components. For the life business, the net result is negative for 8,445 thousand (losses of 8,434 thousand in financial management and losses of 11 in other losses). For the non-life business, the net result is positive by 9,854 thousand (gain of 4,883 thousand in financial management and gain of 4,970 thousand in other income). A breakdown of the results of the various categories of derivative instruments by transaction concluded during the year and outstanding transactions at year end is provided below:

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Outstanding contracts

Closed contracts

Total

Swap

−1,453

2,862

1,409

Options

Future

Equity Forward/Bond Forward

Rights/Warrant

Total

−1,453

2,862

1,409

The results, related to the open positions in swaps mainly for hedging purposes, have been determined by the exchange of periodic flows; those related to the closed positions have been determined by the closing of interest rate and foreign exchange swaps.

Emoluments in compliance with Article 78 of CONSOB Ruling No. 11971 dated 14 May 1999, as modified by CONSOB resolution No. 18049 dated 23 December 2011.

The information provided by the regulation in force, regarding Stock Options granted and the emoluments due to the Board of Directors and the Board of Auditors, to General Managers and Managers with strategic responsibilities of any type also including those of subsidiary companies, are indicated in the remuneration Report.

Furthermore, according to the above-mentioned CONSOB Ruling par. 1 bis Art. 78, as modified by CONSOB resolution No. 18049 dated 23 December 2011, no transactions have been carried out by the Company in order to favour the purchase and the subscription of shares pursuant to Art. 2358, Par. 3 of the Civil Code.

229

Parent Company Financial Statements

Part C – Other information

1. Shareholders’ funds updated based on the profit distribution proposal

(in thousand euro)

Non-life

Life

Total

Subscribed share capital

475,978

1,110,616

1,586,594

Share premiums reserve

1,070,475

2,497,775

3,568,250

Revaluation reserves

1,084,006

926,828

2,010,835

Legal reserve

95,196

222,123

317,319

Negative reserves for own shares

-76,178

Other reserves

5.961,470

2,861,638

8,823,107

Total

8,610,947

7,618,980

16,229,927

Growth Decree), during the 2019 financial year the Company received disbursements from public resources substantially linked to the training activity and which are evident in the National Register of State Aid referred to in art. 52 of Law no. 234/2012 and subsequent amendments and additions, to which reference is made in the specific Transparency section provided therein, pursuant to art. 1, paragraph 125-quinquies of the aforementioned law 124/2017.

5. Information on Covid-19

With reference to the evolution of the pandemic situation, the Company will continue to monitor the overall situation of Covid-19 in order to assess the potential impacts in the business segments and in the various geographical areas in which it operates, continuing to implement all possible measures to mitigate the risks. With reference to the possible further impacts of Covid-19, please refer to what is indicated in the chapter relating to the foreseeable evolution of management.

6. Significant events after 31 December 2021

Regarding the significant events after 31 December 2021 please refer to the relating paragraph in the Management Report.

Pursuant to art. 2427, c. 22-septies of Civil Code the proposed allocation of the profit of the year, for 1,846,867 thousand is as follow:

for 1,105 thousand to Legal Reserve;

for 1,691,121 thousand to dividend;

for 154,642 to extraordinary reserve;

The increase in the legal reserve is required in compliance with the provisions of art. 2430, against the expected next share capital increase for 5,525 thousand, for the assignment of an equal number of shares to the Group management, in accordance with the “Long Term Incentive Plan 2019” (“2019 LTI Plan”).

2. Capital assigned

The Company has not allocated assets exclusively to a specific transaction, pursuant to Art. 2447 bis of the Civil Code.

3. Direction and coordination

No natural or legal person, directly and / or indirectly, individually or jointly, holds a number of shares such as to allow the same to have a controlling interest in the Company. The latter is not subject to the management and coordination of any Italian or foreign entity or company.

4. Information on public funding

With reference to the discipline on the transparency of public disbursements introduced by art. 1 of Law 124/2017, paragraphs 125, 125-bis and following, as amended by art. 35 of the D.L. 34/2019, converted into Law 58/2019 (the so-called

230

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a) Transactions with related parties

With respects to transactions with related parties, it should be noted that the main transactions, carried out at market conditions or at cost, have regarded insurance, reinsurance and co-insurance transactions, asset management (securities portfolios and real estate), leasing, loans and guarantees, administrative services, IT services, secondment of employees and claims settlement.

The above-mentioned services aim at ensuring the rationalization of operational functions, an economically

efficient management, an adequate level of the services obtained and the use of synergies within the Group.

The remuneration due and the shares held by members of the Board of Directors, Board of Auditors, General Managers and Managers with strategic responsibility, are shown, according to Consob regulation, in the “Remuneration Report”.

The results of transactions with related parties, classified in accordance with IAS 24, pursuant to the Consob circular dated 28 July 2006, are detailed in the following table.

Transactions with the Group companies are part of the usual activities of management of investments and management and coordination, management of the capital structure and Group reinsurance and are subject to the specific control discipline by the Supervisory Authority (IVASS). No atypical transactions have been carried out with respect to the normal business of the company.

As part of the shareholdings management activities, the principal balances can be found on the balance sheet among the investments and on the side of the income statement under net income from investments, mainly with regard to dividends received. Dividends received from Group companies totaled 3,984,601 thousand.

With regard to the management of the capital structure and liquidity, the main balances can be found between:

receivables and payables and other income and charges with regard to the centralized liquidity management: the direct pooling agreements allowed the deposit, as of 31 December 2021, in Assicurazioni Generali SpA of 2,683,145 thousand. The main counterparties are: Generali Beteiligungs GmbH for 850,000 thousand, Generali Italia S.p.A. for 600,697 thousand, Lion River I NV for 225,578 thousand, Generali Participations Netherlands NV for 208,157 thousand, Generali France SA for 200,097 thousand, Generali España, S.A. de Seguros y Reaseguros for 161,157 thousand, Alleanza Assicurazioni for 100,015 thousand, Generali Investments Partners S.p.A. Asset Management Company for 69,001 thousand, Generali Insurance Asset Management S.p.A. Asset Management Company for 62,999 thousand, Generali Investments Holding S.p.A. for 57,001 thousand, Genertellife S.p.A. for 50,014 thousand, Generali Global Private Equity for 42,275 thousand, Generali CEE Holding

7. Information according to the Consob circular No. 6064293 dated 28 July 2006

(in thousand euro)

Classification of related parties is based on IAS 24

Impact on financial statements

Parent company

Subsidiaries

Joint ventures

Other

Total

Assets

Investments

37,908,867

204,251

5,000

38,118,618

84.48

Credits and other operations

511,393

2,634

305

514,332

20.48

Total assets

38,241,518

206,314

305

5,000

38,632,950

80.11

Liabilities

Financial liabilities

6,875,461

38.86

Tecnical provisions

5,173,377

4,471

1,759

5,179,607

68.42

Other debits and liabilities

2,600,751

1,409

3,500

2,605,667

12.70

Total liabilities

14,649,599

4,378

3,168

3,500

14,660,745

32.02

Incomes and charges

From transactions with ceding companies

-185,622

-1,066

-10,967

-197,654

n.s.

Net incomes from investments (1)

2,623,491

-19,107

2,604,394

98.37

Other incomes and charges

-73,207

-2,783

-75,990

8.00

Straordinary incomes and charges

1,533

17.49

(1) The interests from deposits with ceding companies are include in the item “Incomes and charges from transactions with ceding companies” instead of item “net.

231

Parent Company Financial Statements

B.V. for 25,101 thousand and Generali Real Estate S.p.A. for 21,504 thousand. On the other hand, the Company has a credit position of 14,895 thousand, mainly towards Europ Assistance Holding S.A. for 9,945 thousand. The related interest expense amount to 1,767 thousand, whereas the interest income amount to 28 thousand;

financial investments and liabilities, net investment income and other charges in relation to the management of loans received and granted: at 31 December 2021, the Company has outstanding loans to the following Group companies: Generali Italia S.p.A. for 1,187,500, Generali Personenversicherungen AG for 459,511 thousand, Redoze Holding N.V. for 39,000 thousand, Europ Assistance Holding S.A. for 13,190 thousand, Calm Eagle Portugal, Sociedad Unipersonal, Lda. for 15,000 thousand, Europ Assistance North America, Inc. for 11,432 thousand and Generali Vitality Gmbh for 7,000 thousand. On the liabilities side, there are loans from group companies to the following counterparties: Generali Participations Netherlands NV for 4,017,778 thousand, Generali Versicherung Ag for 693,281 thousand, Generali Vie S.A. for 175,000 thousand, Alleanza Assicurazioni S.p.A. for 175.000 thousand, Vitalicio Torre Cerdà S.l. for 137.000 thousand, Generali Deutschland AG for 114,340 thousand, Cosmos Lebensversicherungs Aktiengesellschaft for 185,000 thousand, Generali Deutschland Lebensversicherung AG for 59,000 thousand, UMS Immobiliare Genova S.p.A. for 27,000 thousand, Genirland Limited for 20.000 thousand, and Verorgungskasse AM GD for 1 thousand. Interest income was recorded for 75,821 thousand, mainly relating to Generali Italia S.p.A. (62,440 thousand) and Generali Personenversicherungen AG (11,735 thousand) and interest expense of 69,459 thousand, mainly relating to Generali Participations Netherlands NV (49,928 thousand);

bond loans and related expenses. At 31 December 2021, the Company has bonds outstanding with Group companies for 948,000 thousand and mainly with Generali Italia S.p.A. for 556,000 thousand, Alleanza Assicurazioni for 232,000 thousand and Genertellife S.p.A. for 158,000 thousand. The related charges amounted to 13,164 thousand;

the commitments, in relation to the subscription of ancillary own funds of the subsidiary Generali Vie S.A.. In particular, these commitments are divided into:

i) an “Equity committment letter” with which the Company has committed to subscribe for at market value, directly or indirectly, capital of the subsidiary for up to 250 million euros;

ii) a “Commitment Letter to pay and subscribe for a full T2 item” with which the Company is instead committed to subscribe, directly or indirectly, bonds Tier 2 of the subsidiary at market value for up to 250 million euros;

the commitments of the company to provide the subsidiary Generali Personenversicherungen AG with the necessary financial means if it is unable to fulfill its technical commitments, up to a maximum of 4,450,000 thousand Swiss francs;

the commitments linked to an “on demand Subordinated Loan Agreement” recognized as ancillary own funds of the subsidiary Generali Seguros S.A. for 91,500 thousand;

investments, relating to the capital increases carried out, described in section 2.2.1. of this note.

With regard to the Group’s reinsurance business, the main items affected are those relating to technical provisions, receivables and payables linked to reinsurance transactions and technical items in the income statement which determine the income and charges relating to reinsurance transactions.

The expenses deriving from the payments to pension funds of the Company’s employees and managers amount to 9,132 thousand.

During the year the income deriving from the remuneration of the use of the trademark by companies belonging to the Group, recorded under other income, amounted to 78.427 thousand.

With regard to relations with Mediobanca Banca di Credito Finanziario SpA, a company that exercises significant influence over Assicurazioni Generali SpA, and its subsidiaries, the main equity and economic balances relating to the 2021 financial statements are represented by: mutual investment funds for 5,000 thousand and commissions for 2,500 thousand.

With reference to the other related parties, the most significant relationship is in place with the Fin. Priv. Srl for 14,352 thousand.

With regard to Art. 18 of the Procedures on transactions with related parties approved by the Board of Directors in 2021, it should be noted that, beyond the aforementioned operations (i), no transactions of major significance have been completed in the period of reference (ii) no Transactions with related parties that have had a significant impact on the financial position or results of the Group have been completed (iii) there are no changes or developments of the Transactions described in the previous annual report that have had a significant effect on the situation balance sheet or results of the Company.

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b) Events and significant operations not recurring

The following significant not recurring operations were carried out during the year:

in November, after filing the document regarding the cash voluntary public tender offer on all of the ordinary shares of Società Cattolica di Assicurazione S.p.A. with Consob in June, and after receiving all the necessary authorisations in September and October, the transaction was successfully concluded: Assicurazioni Generali now holds 84.475% of the issuer’s share capital;

in December, Assicurazioni Generali S.p.A. completed the

cross-border merger by incorporation of Transocean Holding LLC. The transaction took effect on 1 December 2021, with accounting effects back dated to 1 January 2021, and resulted in the recognition of a merger surplus reserve of € 1,197,563 thousand, entered in the related equity reserve, resulting from the difference between registered assets and liabilities and from the elimination of the value of the investment previously registered in Assicurazioni Generali S.p.A. (for a value of 174,912 thousand). In the follwoing table is summarize the main items of the balance sheet of the merger company as of 31 December 2020 and of the merged company as of 1 January 2021.

(in thousand euro)

Balance sheet of Assicurazioni Generali S.p.A. at 31.12.2020

Amounts registered following the merge of Transocean Holding LLC at 1.1.2021

Elimination of the accounting balances of the relations between the incorporated company and the incorporating company and elimination of the equity investment

Opening balance sheet after incorporation of the accounting balances and consolidation entries

Subscribed capital unpaid of which called-up capital

Intangible assets

36,293

Investments

43,795,254

24,769

-179,912

43,640,111

Investiments for the benefit of life-assurance policyholders who bear the investment risk and relating to the administration of Pension funds

191,392

D.bis

Reinsurance amounts of technical provisions

1,382,559

Debtors

1,636,747

1,311,941

-1,311,941

1,636,747

Other assets

615,944

35,886

651,831

Prepayments and accrued Income

136,407

TOTAL ASSET

47,794,598

1,372,597

-1,491,853

47,675,341

Shareholders' funds

17,191,212

1,372,474

-174,912

18,388,774

Subordinated liabilities

7,796,307

Technical provisions

7,566,987

Provisions for policies where the investment risk is borne by the olicyholder and relating to the administration of pension funds

230,320

Provisions for other risks and charges

164,080

Deposits received from reinsurers

506,389

Creditors

14,107,451

123

-1,316,941

12,790,632

Accruals and deferred income

231,852

TOTAL LIABILITIES AND SHAREHOLDERS’ FUNDS

47,794,598

1,372,597

-1,491,853

47,675,341

233

Parent Company Financial Statements

c) Positions or transactions deriving from atypical and/or unusual operations

No atypical and/or unusual operations have been made.

7. Information according to the CONSOB resolution No. 15915 dated 3 May 2007

Pursuant to the above-mentioned resolution, sums due for services rendered during the year by KPMG S.p.A., are indicated in the following table.

(in thousand euro)

2021

KPMG Italy

KPMG network

Parent Company

Audit

669

527

Other certificate Services

630

Other Services

3,012

Total

4,311

575

Parent Company subsidiaries

Audit

2,820

14,943

Other certificate Services

4,578

2,600

Other Services

142

556

Total

7,540

18,099

Gran total

11,851

18,674

234

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236

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237

Parent Company Financial Statements

238

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239

Parent Company Financial Statements

240

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Management Report and Parent Company Financial Statements 2021

Appendices

to the Notes

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242

243

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

244

245

Parent Company Financial Statements

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Management Report and Parent Company Financial Statements 2021

246

247

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

248

249

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

250

251

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

252

253

Parent Company Financial Statements

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Management Report and Parent Company Financial Statements 2021

254

255

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

256

257

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

258

259

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

260

261

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

262

263

Parent Company Financial Statements

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Management Report and Parent Company Financial Statements 2021

264

265

Parent Company Financial Statements

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Management Report and Parent Company Financial Statements 2021

266

267

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

268

269

Parent Company Financial Statements

Assicurazioni Generali

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270

271

Parent Company Financial Statements

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272

273

Parent Company Financial Statements

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274

275

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

276

277

Parent Company Financial Statements

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Management Report and Parent Company Financial Statements 2021

278

279

Parent Company Financial Statements

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Management Report and Parent Company Financial Statements 2021

280

281

Parent Company Financial Statements

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Management Report and Parent Company Financial Statements 2021

282

283

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

284

285

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

286

287

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

288

289

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

290

291

Parent Company Financial Statements

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Management Report and Parent Company Financial Statements 2021

292

293

Parent Company Financial Statements

Assicurazioni Generali

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294

295

Parent Company Financial Statements

Assicurazioni Generali

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296

297

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

298

299

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

300

301

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

302

303

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

304

305

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

306

307

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

308

309

Parent Company Financial Statements

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

310

311

Parent Company Financial Statements

Assicurazioni Generali

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312

Securities and

urban real

estate on which

revaluation have

been

Assicurazioni Generali

Management Report and Parent Company Financial Statements 2021

314

Securities on which revaluations have been carried out

(Art. 10 Legge 19/03/1983 n. 72)

(values in euro)

Name

Entered value 2021

Monetary revaluations

Other revaluations

GENERALI (SCHWEIZ) HOLDING AG

829,625,401

85,639

GENERALI FRANCE

529,494,119

110,443

502,204

Total

1,359,119,520

196,082

502,204

314

Parent Company Financial Statements

315

(values in euro)

Total

book

values

at 31/12/2021(*)

(Art. 10 of Law 19/3/83 n. 72)

Place

ITALY

Monetary

revaluations

Other

revaluations

BUSTO ARSIZIO

274,054

23,756

464,515

CALTANISSETTA

70,000

6,881

122,469

CASALECCHIO DI RENO

178,260

13,189

174,214

CASORIA

121,833

9,086

235,396

CATANIA

231,776

58,172

CATANZARO

293,795

387,942

FABRIANO

1,010,000

1,529,568

FOGGIA

234,409

114

273,458

FOLIGNO

971,807

16,828

591,561

FUCECCHIO

255,667

267,018

MELEGNANO

261,262

22,450

450,438

MUGGIA

690,032

PERUGIA

75,570

111,393

PESCARA

636,829

1,123,300

PISTOIA

780,835

1,145,810

REGGIO NELL'EMILIA

1,100,000

2,727,637

ROMA

52,662,877

39,588,421

SASSARI

121,826

18,722

155,838

SERIATE

84,000

141,501

TREVIGLIO

166,391

9,936

326,621

TRIESTE

1,947,775

4,696,432

VENEZIA

1,141,875

50,109

1,031,994

VOLTERRA

141,167

144,443

TOTAL ITALY

63,452,041

171,071

55,748,141

Urban real estate on which revaluations have been carried out

315

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316

Urban real estate on which revaluations have been carried out

(values in euro)

Total

book

values

at 31/12/2021

(Art. 10 Legge 19/3/83 n. 72)

Place

FOREIGN COUNTRY

Monetary

revaluations

Voluntary

Revaluations

GREAT BRITAIN - LONDON

540,821

670,973

FRANCE - PARIS

1,716,587

75,567

MAROCCO - CASABLANCA

954,614

232,929

676,022

EGYPT - CAIRO

2,758,030

64,328

11,757,511

LEBANON - BEIRUT

3,376,715

12,865

5,281,190

TOTAL ABROAD

9,346,766

310,123

18,461,262

SUMMARY (in euro)

BUILDINGS IN CITIES ITALY

63,452,041

171,071

55,748,141

BUILDINGS IN CITIES ABROAD

9,346,766

310,123

18,461,262

GRAND TOTAL

72,798,806

481,193

74,209,403

316

Parent Company Financial Statements

317

Attestation and Reports

Attestation of the Financial Statements

pursuant to art. 154-bis, paragraph 5, of legislative decree 58 of February 24, 1998 and art. 81-ter of Consob regulation no. 11971 of 14 May 1999 and following amendments and integrations

321

Board of Statutory Auditors’ Report

325

Independent Auditor’s Report

343

320

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Attestation to the Financial Statements

pursuant to art. 154-bis, paragraph 5, of legislative decree 58 of February 24, 1998 and art. 81-ter of Consob regulation no. 11971 of 14 May 1999 and following amendments and integrations

Attestation of the Financial Statements pursuant to the provisions of art. 154-bisparagraph 5, of legislative decree 58 of February 24, 1998 and art. 81-terof Consob regulation no. 11971 of 14 May 1999 and following amendments and integrations

The undersigned, Philippe Donnet, in his capacity as Managing Director and Group CEO, and Cristiano Borean, in his capacity as Manager in charge of preparing the financial reports of Assicurazioni Generali S.p.A. and Group CFO, having also taken into account the provisions of Art. 154-bis, paragraphs 3 and 4, of the Italian Legislative Decree No. 58 dated 24 February 1998, hereby certify:

- the adequacy in relation to the characteristics of the Company and

- the effective implementation

of the administrative and accounting procedures for the preparation of the financial statements over the course of the period from 1 January to 31 December 2021.

2. The adequacy of the administrative and accounting procedures in place for preparing the financial statements as at 31 December 2021 has been assessed through a process established by Assicurazioni Generali S.p.A. on the basis of the guidelines set out in the Internal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission, an internationally-accepted reference framework.

3. The undersigned further confirm that:

3.1 the financial statements as at 31 December 2021:

a) are prepared in compliance with the Legislative Decree No. 209 of 7 September 2005, the Legislative Decree No. 173 of 26 May 1997, and with the applicable provisions and regulations;

b) correspond to the related books and accounting records;

c) provide a true and fair representation of the financial position of the issuer;

3.2 the management report contains a reliable analysis of the business outlook and management result, the financial position of the issuer and a description of the main risks and uncertain situations to which it is exposed.

Milan, 14 March 2022

Philippe Donnet Cristiano Borean

Managing Director and Group CEOManager in charge of preparing

the Company’s financial reports

and Group CFO

ASSICURAZIONI GENERALI S.p.A. ASSICURAZIONI GENERALI S.p.A.

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Board of Statutory Auditors’ Report

Report of the Board of Statutory Auditors to the Assicurazioni Generali S.p.A. General Meeting called to approve the Separate Financial Statements as at and for the year ended 31 December 2021 pursuant to art. 153 of Lgs.Decree 58/1998

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Dear Shareholder,,

in compliance with article 153 of Lgs.Decree 24 February 1998, no. 58 (“CLFI”, [consolidated law on financial intermediation]) and with Consob Communication no. 1025564 of 6 April 2001 and subsequent amendments and additions, and taking account of the recommendations of the Italian National Board of Accountants and Auditors (“CNDCEC”), the Board of Statutory Auditors of Assicurazioni Generali S.p.A. (alternatively, “Generali”, the “Company” or the “Parent”) illustrates in this Report the supervisory activities carried out during financial year 2021.

1. Activities of the Board of Statutory Auditors during the financial year ended 31 December 2021 (point 10 of Consob Communication no. 1025564/01)

In carrying out its activities in 2021, a year when the Covid-19 health emergency continued to have worldwide economic and social repercussions, and in light of the indications provided by ESMA, EIOPA and Consob, the Board of Statutory Auditors oversaw the measures taken by Generali that enabled the Company to reduce the negative impact on the pandemic on its business and guarantee the continuity of operating processes and constant systematic support for its clients.

In performing the activities falling within its remit during 2021, the Board of Statutory Auditors held 39 meetings with an average duration of approximately two hours; in view of the health emergency, as in 2020 the meetings were held via video/audio conferencing links.

The Board of Statutory Auditors also:

attended the 19 meetings of the Board of Directors (“Board of Directors” or the “Board”);

attended the 19 meetings of the Risk and Control Committee (“RCC”);

attended the 5 meetings of the Related-Party Transactions Committee (“RPTC”);

attended the 7 meetings of the Corporate Governance, Social and Environmental Sustainability Committee (“GSC”);

attended, in the person of its Chair and/or another statutory auditor, the 20 meetings of the Appointments and Remuneration Committee (“ARC”), with specific reference to remuneration (14 meetings);

attended, in the person of its Chair and/or another statutory

auditor, the 3 meetings of the ad hoc Appointments Committee set up pursuant to art. 3.c) of the “Procedure for the presentation of a list for the renewal of the Board of Directors by the outgoing Board of Directors”, approved with a Board resolution on 27 September 2021 and most recently amended through a resolution of 9 December 2021;

attended, in the person of its Chair and/or another statutory auditor, the 10 meetings of the Investment Committee (IC);

attended, in the person of its Chair or another statutory auditor, 4 of the 7 meetings of the Strategic Transactions Committee (“STC”) held in 2021, that is, all the meetings held after the amendment to the Regulation of the Board and the Committees that came into effect on 1 July 2021, extending to the Chair of the Board of Statutory Auditors or, in their absence, another statutory auditor an invitation to attend the meetings of the STC.

In addition to the above, as part of its program of activities, the Board of Statutory Auditors:

held meetings with and obtained information from the Group CEO, also in his capacity as Director in charge of the internal control and risk management system; the Group CFO, also in his capacity as manager in charge of preparation of the Company's financial reports; the head of the Group Anti-Financial Crime Function, the Group General Counsel; the head of the Group Tax Affairs Function; the head of the Corporate Affairs Function; the head of the Group Human Resources & Organisation Function; the head of the Group Mergers & Acquisitions Function;

met the heads of the other corporate functions involved in its inspection activities from time to time;

pursuant to art. 74.2 of IVASS Regulation no. 38 of 3 July 2018 (“IVASS Regulation no. 38/2018”), held meetings with and obtained information from the heads of the key functions envisaged by the aforementioned Regulation – Group Audit, Group Compliance, Risk Management, Group Actuarial (“Key Functions”) – and the heads of all the units that perform control activities within the group headed by Assicurazioni Generali S.p.A. (“Group”) and ensure appropriate functional and information links;

received continuous updates on the measures adopted by the Company to respond to the Covid-19 health crisis;

in light of art. 106, Decree Law no. 18/2020 (the so-called “Cure Italy Decree”) and Consob Communication no. 3/2020 (“Communication regarding shareholders’ meetings of companies with listed shares”), acquired information about the checks relating to the organisation of the General Meeting on 29 April 2021, which was held on a “closed-door” live streaming basis, in order to monitor the correctness of the procedure for identification of the parties entitled to attend and to vote and the correctness

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of the processes to safeguard shareholder rights; the Board of Statutory Auditors also acquired information on the security mechanisms adopted by the representative designated by the Company pursuant to arts. 135-noviesand 135-undeciesCLFI (Computershare S.p.A.) to ensure the confidentiality of the outcome of the vote until counting commenced at the General Meeting;

met the members of the Surveillance Body set up pursuant to Lgs.Decree 231/2001 for useful exchanges of information;

pursuant to paragraphs 1 and 2 of art. 151 of the CLFI, and to art. 74.3.g of IVASS Regulation no. 38/2018, held meetings and/or exchanged information with the audit bodies of the main subsidiaries (Alleanza Assicurazioni S.p.A., Banca Generali S.p.A., Generali Česká pojišťovna a.s., CityLife S.p.A., Europ Assistance Italia S.p.A., Generali Allgemeine Versicherungen AG, Generali Business Solutions S.C.P.A., Generali Deutschland AG, Generali España S.A. de Seguros y Reaseguros, Generali IARD S.A., Generali Insurance Asset Management S.p.A. Società di gestione del risparmio, Generali Investments Partners S.p.A. Società di gestione del risparmio, Generali Investments Holding S.p.A., Generali Italia S.p.A., GOSP - Generali Operations Service Platform S.r.l., Generali Personenversicherungen AG, Generali Real Estate S.p.A., Generali Real Estate S.p.A. SGR, Generali Seguros, S.A., Generali Versicherung AG, Generali Vie S.A., Genertel S.p.A., Genertellife S.p.A.);

as part of the relations between the statutory auditors and the external auditor envisaged under art.150.3 of the CLFI and art. 74.3.e of IVASS Regulation no. 38/2018, and in light of the powers of the Board of Statutory Auditors in its capacity as internal control and account audit committee pursuant to art. 19 Lgs.Decree 39/2010, held regular meetings with the new external auditor KPMG S.p.A. from the commencement of its engagement in May 2021, during which significant data and information were exchanged to enable both parties to perform their respective activities and plan future activities.

2. Transactions with the greatest impact on results of operations, financial position and equity. Other noteworthy events (point 1 of Consob Communication no. 1025564/01)

2.1 Activities performed by the Board of Statutory Auditors

The Board of Statutory Auditors monitored compliance by the Company with legislation and the Articles of Association and observance of the principles of correct administration, with special reference to transactions having a significant impact on results of operations, the financial position and equity, by

regularly attending meetings of the Board of Directors and examining the documentation provided. In this context, the Board of Statutory Auditors received information from the Managing Director/Group CEO and the Board of Directors about activities performed and transactions with the greatest impact on results of operations, the financial position and equity conducted by the Company, including transactions conducted through directly or indirectly controlled companies.

On the basis of the information provided, the Board of Statutory Auditors reasonably concluded that said transactions comply with legislation, the Articles of Association and the principles of sound management and do not appear to be manifestly imprudent, rash or in conflict with the resolutions passed by the General Meeting, or such as to undermine the integrity of the Company’s assets.

In particular, the Board of Statutory Auditors was informed about transactions in which Directors declared an interest, on their own account or on behalf of third parties, and has no comments to make about the compliance of the relevant resolutions with legislation and regulations.

2.2 Most significant events

The most significant events involving the Company and the Group in 2021 and the early months of 2022 are described in the 2021 Annual Integrated Report and Consolidated Financial Statements. They include the following events:

January

The BoD approved the proposal of the Group CEO to conduct a review of the Parent’s organisational structure, as a result of which the organisational position of General Manager was suppressed and a review was subsequently conducted of the positions of the functions that reported to the suppressed figure – the Group Chief Financial Officer, the Group Chief Marketing & Customer Officer, Group Mergers & Acquisitions. As from 1 February 2021 these positions report directly to the Group CEO. The BoD also approved the review of the organisational scope of the Group Investments Asset & Wealth Management business unit, setting up a business unit for Asset & Wealth Management that reports directly to the Group CEO, and re-allocating Group Investments activities to the Group Chief Insurance & Investment Officer for direction and coordination of investment activities for the insurance companies.

Generali was admitted to the cooperative compliance scheme, an innovative system for continuous interaction with the Italian Revenue Agency.

February

The Foundation of The Human Safety Net and Fondazione Italiana Accenture joined forces on a broader project involving some of the largest Italian foundations. The project aims to accelerate digitalisation processes in the voluntary sector in order to foster its growth and structural evolution in the emergency situation provoked by Covid-19.

In connection with the celebrations marking the Company’s 190th anniversary, Generali launched Fenice 190, a € 3.5 billion investment plan to support the recovery of European

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economies hit by Covid-19 and consolidate the extraordinary measures introduced in 2020 in response to the economic crisis triggered by the pandemic.

March

The Generali Board of Directors approved the Annual Integrated Report and Consolidated Financial Statements, the draft Separate Financial Statements of the Parent and the Corporate Governance and Share Ownership Report at 31 December 2020 and the Report on remuneration policy and payments, and approved a share capital increase of € 5,017,194 to service the 2018-2020 Long-Term Incentive Plan (LTIP), after verifying the conditions on which the plan was based.

April

The share capital of Assicurazioni Generali was raised to € 1,581,069,241 to service the 2018 LTIP approved by the General Meeting in 2018.

The General Meeting approved (i) the Parent’s Separate Financial Statements as at and for the year ended 31 December 2020, with (a) the assignment to the shareholders of a per-share dividend of € 1.47, divided into two tranches of € 1.01 and € 0.46 respectively, with the first tranche as the ordinary payout from 2020 earnings and the second tranche as the undistributed portion of the 2019 dividend, and (b) disbursement of the second tranche to be conditional on ascertainment by the Board of Directors of the non-existence of preventive provisions or recommendations by the authorities; (ii) the amendments to the Articles of Association; (iii) the Remuneration Report, expressing an advisory vote in favour of the Report on payments; (iv) the Group 2021-2023 LTIP, which envisages assignment of a maximum of 12.1 million shares; and (v) the granting to the Board of Directors for a period of 5 years as from 29 April 2021 of the power to raise share capital through separate free issues of up to 12.1 million shares to service the Group 2021-2023 LTIP, as well as the current Generali share-based remuneration and/or incentive plans.

May

The Generali Board of Directors approved the Financial Information at 31 March 2021.

The 2020 per-share dividend of € 1.01 was paid out to Assicurazioni Generali shares.

The Generali Board of Directors approved a voluntary public tender cash offer for 100 per cent of the ordinary shares of Società Cattolica di Assicurazione S.p.A., including treasury shares, after deduction of the shares already held by Generali; the events subsequent to the decision are illustrated in the sections on September and November.

After receiving all necessary authorisations from the regulatory and antitrust authorities, Generali completed the acquisition of AXA Insurance S.A. in Greece, which was announced in December 2020. After completion of the acquisition, Generali Hellas extended the exclusive distribution agreement with Alpha Bank for an additional 20 years.

June

Generali signed an agreement to purchase the majority of shares held by AXA and Affin respectively in the joint ventures AXA Affin General Insurance Berhad (49.99% by AXA and 3% by Affin and by other minority shareholders) and AXA Affin Life Insurance Berhad (49% by AXA and 21% by Affin). The Group also submitted an application to the local authorities to acquire the residual share of MPI Generali Insurans Berhad (MPI Generali) from Multi-Purpose Capital Holdings Berhad (MPHB Capital), its joint venture partner in Malaysia. The transactions are expected to be approved by the Malaysian Ministry of Finance and the Central Bank of Malaysia in 2022. The total consideration for the transactions, subject to closing adjustments, is MR 1,290 million (€ 262 million). Following the transactions, Generali will operate in Malaysia through two companies, one active in the Property & Casualty segment, the other in the Life segment. In P&C, Generali intends to merge the operations of MPI Generali with AXA Affin General Insurance. On completion of the agreements, the Group will hold 70% of both companies, Life and P&C, which will operate with the Generali brand. Affin Bank will own the remaining 30%.

The Board of Directors approved the amendments to the internal capital calculation model pursuant to Solvency II, updated the Company’s Organisational and Management Model, amended the Procedures for related-party transactions to bring them into line with the new Consob regulations, and confirmed the Fit & Proper Policies at Group and Parent Company level.

Generali placed a new € 500 million Tier 2 instrument denominated in Euro and maturing in June 2032, which was issued in sustainable format in line with its Sustainability Bond Framework.

Generali entered into a long-term reinsurance agreement guaranteed by high-quality assets with Lion II Re DAC, an Irish special-purpose company, which will cover possible catastrophe losses incurred by the Group as a result of storms in Europe and earthquakes in Italy for a period of four years. In turn, Lion III Re DAC issued a single € 200 million tranche of debt instruments to finance its commitments under the reinsurance contract. The instruments were placed with investors active on the capitals market, through an issue compliant with the US Rule 144A. Investor demand enabled Generali to guarantee protection with an annual 3.50% premium on € 200 million of coverage on the reinsurance contract. The Lion III Re DAC agreement is the first catastrophe bond presenting green characteristics in line with the Generali Green ILS Framework.

The new Group strategy on climate change was shared with the Assicurazioni Generali Board of Directors. The strategy updates and expands the strategy approved in February 2018, taking significant measures with regard to investments and underwritingfor a low-climate-impact future.

July

Eight of the world’s leading insurers and reinsurers – AXA (as President), Generali, Allianz, Aviva, Munich Re, SCOR, Swiss

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Re and Zurich Insurance Group – founded the Net-Zero Insurance Alliance (NZIA), signing an undertaking to speed up the transition to a zero net emissions global economy.

August

The BoD approved the consolidated half-year financial report at 30 June 2021, began preparations for the formation of a list by the outgoing BoD, and examined the report on the commencement of the 2021 Board review.

September

The BoD approved the Procedure for the presentation of a list by the outgoing BoD, which is subject to changes at the request of the Regulator.

The BoD updated the Company's Organisational and Management Model to transpose the amendments to Lgs.Decree 231/2001.

On 10 September a shareholders’ agreement, effective immediately and until the conclusion of the next General Meeting, was announced between Delfin S.à.r.l. and some companies in the Caltagirone Group. Under the agreement, applicable to all the Assicurazioni Generali shares held by the parties involved, the parties will consult one another in order to best calibrate their respective interests with respect to more profitable and effective management of Assicurazioni Generali. The shares covered by the agreement initially represented 10.948% of the share capital of Assicurazioni Generali. The agreement was joined on 17 September by Fondazione CRT, who contributed shares representing 1.232% of the share capital.

Generali received IVASS authorisation for the public tender offer for 100% of the shares of Società Cattolica di Assicurazione S.p.A. and consequently published the offer prospectus ex art. 38.2 of the Issuers Regulation.

October

As indicated by the General Meeting of 29 April 2021, the Assicurazioni Generali Board of Directors verified the absence as at 1 October 2021 of regulatory provisions or recommendations preventing distribution of the second tranche of the dividend for 2019, and the tranche was paid as from 20 October 2021. Shares traded ex-dividend as from 18 October 2021; the date of record was 19 October 2021.

November

The public tender offer for Società Cattolica di Assicurazione S.p.A. was successfully completed, with Assicurazioni Generali consequently holding shares representing 84.475% of the issuer’s share capital.

The BoD approved the Financial Information at 30 September 2021, updated the diversity policy for the Company’s governing bodies and approved a draft of the 2022 guidance.

December

Generali commenced collaboration with Accenture and Vodafone Business to create a cyber insurance services offer as from 2022 to help corporate clients and SMEs recognise

and deal rapidly and effectively with cyber security threats.

In line with the Consob consultation document, the Board of Directors: (i) approved amendments to the Procedure for the presentation of a list for the Board of Directors by the outgoing Board of Directors; (ii) approved the amendment to the composition of the Appointments and Remuneration Committee; (iii) deliberated on the selection criteria for identification of the candidates on the list of the outgoing BoD; (iv) approved the amendment to the composition of the Appointments and Remuneration Committee following the departure of director Clemente Rebecchini from the Committee and the simultaneous entry of director Roberto Perotti.

The new Group three-year strategic Plan approved by the Board of Directors (“Lifetime Partner 24: Driving Growth”) was presented at Investor Day on 15 December 2021.

Throughout 2021, the Board of Statutory Auditors received adequate information about the measures and initiatives taken by the Company in response to the Covid-19 crisis and healthcare emergency.

Among the initiatives organised by Generali, the Board of Statutory Auditors was informed about the following measures during meetings of the Board of Directors and its own meetings:

prompt disclosure to personnel through the company intranet, the creation of a stronger structure in terms of IT effectiveness to support smart working, approval of indications for management of travel, meetings and events in general, with a limitation on international and intercontinental business trips to exceptional, necessary and compelling circumstances;

with the extension of the state of emergency until 31 December 2021, approval of forms of safe smart working with a return to the workplace for employees only if so authorised and only if deemed necessary and motivated;

despite the start-up of the vaccination campaign, continuation of the restrictions on access to Generali offices for suppliers and third parties to cases of non-deferrable and motivated necessity;

the continuation at Group and local level of special task forces to monitor developments in the situation and guarantee coordinated action on measures to be implemented under a risk categorisation system for the various countries;

the entry, beginning in September 2021, into the 3rd post-pandemic emergency stage, in which the Company was able to guarantee a maximum workplace occupancy of 40%, in line with ruling healthcare provisions and, at the same time, the relaxation of some corporate limitations in line with the general situation;

maintenance of the post-pandemic emergency measures until 31 March 2022 given the extension of the state of emergency until that date (decree law no. 221 of 24 December 2021).

Notable events in early 2022 included:

on 13 January 2022 the director Francesco Gaetano Caltagirone, Deputy Vice-Chair, non-independent director and member of the Appointments and Remuneration

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Committee, the Corporate Governance, Social and Environmental Sustainability Committee, the Investment Committee and the Strategic Transactions Committee, announced his resignation from the Generali Board. The reasons for his decision were set out in a press release issued by the Company on the same day;

on 16 January 2022, the director Romolo Bardin, an independent director and member of the Appointments and Remuneration Committee, the Investment Committee, the Strategic Transactions Committee and the Related-Party Transactions Committee, announced his resignation from the Generali Board. The reasons for his decision were set out in a press release issued by the Company on the same day;

on 25 January 2022 the director Sabrina Pucci, an independent director and member of the Appointments and Remuneration Committee and the Risk and Control Committee, announced her resignation from the Generali Board. The reasons for her decision were set out in a press release issued by the Company on the same day;

Generali signed the agreements to become the majority shareholder in its joint ventures in India, in the P&C and Life segments. Both transactions are subject to the approval of the regulatory authorities. In the P&C segment, Generali purchased 25% of the shares of Future Generali India Insurance (FGII) from Future Enterprises Limited for a consideration of approximately € 145 million. On completion of the purchase, Generali will hold approximately 74% of FGII. In the Life segment, the Group signed an agreement to purchase the entire shareholding (approximately 16%) of Industrial Investment Trust Limited (IITL) in Future Generali India Life (FGIL), for a consideration of approximately € 26 million. Generali will also subscribe a reserved capital increase on FGIL shares (for an amount of approximately € 21 million). On completion of the purchase transaction and the reserved capital increase, Generali will hold approximately 68% of FGIL, a share that could rise to 71% by the end of 2022 as a result of additional reserved capital increases;

on 27 January 2022 the companies in the Caltagirone group exercised their right to withdraw from the shareholders’ agreement, formed initially with Delfin S.à r.l. in September 2021 and joined subsequently by Fondazione CRT, with immediate effect and with respect to all the shares held and previously transferred to the agreement. The agreement was terminated in March 2022;

in February 2022 Generali signed an agreement for the purchase of the ‘La Médicale’ healthcare worker insurance company for a consideration, subject to closing adjustments, of € 435 million, after negotiations began exclusively with Crédit Agricole Assurances in November 2021. The purchase was announced in a press release dated 1 February 2022. The transaction also envisages the sale to Generali France of the Predica S.A. in-force life insurance portfolio distributed and managed by La Médicale. Closing is expected by the end of 2022, subject to the approval of the regulatory authorities and the market competition authorities;

the Board of Directors decided to file a question with IVASS as to whether the overall interest acquired by the

Caltagirone Group, Fondazione CRT and Delfin S.à r.l. (representing 16.309% of the share capital according to the most recent official data available) is subject to authorisation under insurance law in relation to the acquisition in concert of qualifying holdings and in any case of holdings in excess of 10%. The Company BoD also decided to file a question with Consob as to whether the acquisition is subject to disclosure obligations regarding, among other things, future plans pursuant to current laws for parties who, alone or in concert, exceed 10% of the share capital and whether there have been significant disclosure asymmetries;

the Board approved the changes to the composition of the board committees, also in light of the resignation of the director Paolo Di Benedetto from the Related-Party Transactions Committee, who was replaced as Chair, ad interim, by director Alberta Figari.

3. Related-party and intragroup transactions. Atypical and/or unusual transactions (points 2 and 3 of Consob Communication no. 1025564/01)

The Company implements “Related-Party Transaction Procedures” (“RPT Procedures”), adopted in compliance with art. 2391-bis of the Italian Civil Code and Consob Regulation 17221/2010, as amended, which are also applicable to transactions performed by subsidiaries. The RPT Procedures were last updated in June 2021, in compliance with the deadline required by Consob Deliberation no. 21624 of 10 December 2020.

The most significant changes were as follows:

(i) the definition of “related parties”, with the introduction of the reference to the pro temporedefinitions envisaged by the international accounting principles adopted under the procedure set out in article 6 of regulation (EC) no. 1606/2002;

(ii) the introduction of an obligation to abstain from voting for directors who, directly or on behalf of third parties, have an interest in the transaction that conflicts with the interest of the company.

The amendments and additions did not refer to the scope of related parties.

The Board of Statutory Auditors believes that the above procedures comply with the current version of Consob Regulation 17221/2010; during the year it monitored the Company’s compliance with the procedures.

The 2021 Separate Financial Statements of Assicurazioni Generali S.p.A. and the 2021 Annual Integrated Report and Consolidated Financial Statements illustrate the effects of related-party transactions on results of operations and equity, and describe the most significant relationships.

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During 2021 two transactions classified under the RPT Procedures as “non-exempt” of “minor materiality” were brought to the attention of the RPTC: the Board of Statutory Auditors attended the relevant meetings on 28 May and 17 September 2021 and followed the proceeding for the definition of the transactions, ensuring the compliance of the Board of Directors and the RPTC with Consob Regulation 17221/2010 and with the RPT Procedures.

No urgent transactions with related parties took place.

The Board of Statutory Auditors’ surveillance activities ascertained that intragroup transactions during the year were in accordance with IVASS Regulation no. 30/2016 on intragroup transactions and concentration of risk and with the Intragroup Transactions Group Policy adopted by the Board of Directors on 15 March 2017 and updated on 20 June 2019 and 14 December 2021. The main intragroup activities, regulated at market prices or at cost, were through insurance, reinsurance and coinsurance agreements, administration and management of securities and real estate, leasing, claims management and settlement, IT and insurance services, loans and guarantees, and personnel loans.

The Board of Statutory Auditors deems the information on intragroup and related-party transactions provided by the Board of Directors in the 2021 Separate Financial Statements to be adequate.

As far as we are aware, no atypical and/or unusual transactions took place during 2021.

4. Organisational structure of the Company and the Group(point 12 of Consob Communication no. 1025564/01)

The organisational structure of the Company and the Group and its developments are described in detail in the Corporate Governance and Share Ownership Report.

The Company's organisational structure covers the duties and responsibilities of the corporate functions, the hierarchical and functional relations among them and related coordination mechanisms. It is a two-tier structure based on Group Head Office (“GHO”) and the Business Units. GHO provides strategic guidance and coordinates the 6 Business Units, which enhance entrepreneurship and local autonomy through the geographical areas and the global lines. In accordance with the internal organisational system, a system of reporting lines operates at Group level. The lines are classified as “solid” or “dotted” according to the degree of guidance and coordination between the Group Head Office Functions and the corresponding functions in the Business Units. For the Key Functions or control functions, the Group coordination role is reinforced by a “solid managerial”

reporting line with respect to the equivalent functions at local level.

As noted in section 2.2, in January 2021 the Group organisational structure was reviewed to support the effective execution of the 2021 Generali Plan. Specifically:

the General Manager Function was eliminated and the functions that reported to it were re-organised, with the following existing functions reporting directly to the Group CEO: i) Group Chief Financial Officer, incorporating Investor & Rating Agency Relations; ii) Group Chief Marketing & Customer Officer, and iii) Group Mergers & Acquisitions;

the position of Group Chief Transformation Officer, reporting directly to the Group CEO, was created, consolidating the areas covering Group strategy, transformation and digitalisation;

the position of Group Chief Insurance and Investments Officer, reporting directly to the Group CEO, was created, combining Group Head Office insurance and reinsurance competences with investment guidance competences;

the organisational scope of the current Group Investment Business Unit was reviewed, leading to the creation of a Business Unit to focus on Asset & Wealth Management, reporting directly to the Group CEO, with responsibility for coordinating all the operations of the Group asset management companies;

the new Group Chief Risk Officer was appointed, reporting directly to the Generali Board of Directors and with a dotted reporting line to the Group CEO.

As regards the Actuarial Function, in 2021 work continued on the re-organisation project for the implementation of the Function’s new organisation, in line with the new Actuarial Function Group Policy, which came into effect in 2020 and was subsequently amended on 2 August 2021.

Following the approval in 2020 of the new organisational governance of the Group General Counsel and Group Compliance Functions, in 2021(i)the creation was completed of an autonomous Anti Money Laundering Function, operating separately from the General Counsel and reporting directly to the Board of Directors, for the purpose of further guaranteeing its independence, autonomy and objective judgement in all Group companies; (ii)given its form as a specific function, a head of function other than the Compliance Officer was appointed to the Anti Money Laundering Function, re-named Anti-Financial Crime Function in May 2021, at Generali and at the other Group companies exposed to a risk of not insignificant nature, breadth and complexity: Generali Italia S.p.A., Generali Deutschland AG, Grupo Generali España, Generali Vie, Banca Generali S.p.A., Generali Investments Holding and Assicurazioni Generali S.p.A.; (iii)the Anti-Financial Crime Function continues to be part of the Compliance Function given the material connections and synergies among the Group control activities; (iv)the autonomy and independence already enjoyed by the other Group control Functions were confirmed for the head of the Anti-Financial Crime Function.

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Completing the organisational changes of the Group Compliance Function, in May 2021 the function was re-organised into the following units:

Group Ethics & Investigations;

Group Compliance Operations, Risk Governance & Reporting;

Group Regulatory & AG Compliance;

Group Compliance Transformation;

Group Compliance Education & Governance.

On 1 March 2021, the Group Chief Insurance & Investments Officer Function was created, reporting directly to the Group CEO; the Function brings together the Group Head Office insurance and reinsurance competences with investment guidance competences and coordinates:

Group Life & Health Insurance;

Group P&C, Claims and Reinsurance;

Group Chief Investment Officer (including coordination of the Chief Investment Officers of the Business Units, previously within the perimeter of the Group Chief Investments Officer and CEO Asset & Wealth Management).

Also, on 1 March 2021, a new Group Chief Investment Officer was appointed, reporting directly to the Group Chief Insurance & Investment Officer. In June 2021, the Function was re-organised into the following units:

Asset & Liability Management and Strategic Asset Allocation;

Tactical Asset Allocation and Portfolio Construction;

Portfolio Implementation and Investment Management Agreements;

Operations, Investment Portfolio Planning and Reporting;

Financial Participations;

Sustainable Investments and Governance.

On 1 July 2021, the current organisational structure of the Group Chief Transformation Officer was formalised; it comprises the following units:

Group Strategy & Business Transformation;

Group Business Development & Innovation;

Group Bancassurance;

Group Chief Digital Office;

Group Operations & Processes;

Group IT & Operations Risk & Security

At the date of this Report, the Functions with “solid managerial” Group reporting lines as described above, are: Group Chief Risk Officer, Group Compliance Function, Group Actuarial Function, Group Anti-Financial Crime, Group Audit and Group Chief Investment Officer; the other Group Functions have dotted reporting lines.

The new organisational governance system, which continues to be based on mechanisms of integration and internal coordination among the Business Units and the Group Head Office functions, is currently composed of:

the Group Management Committee (“GMC”), whose members are the Group Chief Risk Officer, Group Chief Financial Officer, Group Chief HR & Organisation Officer, Group Marketing & Customer Officer, Group Chief Transformation Officer, Group Chief Insurance and Investment Officer and all the heads of Business Units; the

GMC supports the Group CEO and top management in reaching key strategic decisions;

the four main intra-functional committees that support the Group CEO as regards Group strategic decisions: the Balance Sheet Committee, the Finance Committee, the Group Product & Underwriting Committee and the Sustainability Committee;

the corporate processes (Business Strategic Reviews, Clearance Meetings and Capital & Cash Deep Dives), which ensure alignment between GHO and the Business Units.

The Board of Statutory Auditors verified the adequacy of the overall Company and Group organisational structure, which is to be commended for its dynamic nature, and also monitored the process for the definition and assignment of powers, with particular attention to the separation of responsibilities for tasks and functions, pursuant to art. 74.3.b of IVASS Regulation no. 38/2018.

The Board of Statutory Auditors verified the adequacy of the Company’s instructions to the subsidiaries pursuant to art. 114.2 of the CLFI, in order to obtain on a timely basis the necessary information for compliance with the disclosure obligations under law and Regulation (EU) no. 596/2014.

Furthermore, pursuant to paragraphs 1 and 2 of art. 151 of the CLFI and art. 74.3.g of IVASS Regulation no. 38/2018, the Board of Statutory Auditors obtained the reports of the boards of statutory auditors of the main subsidiaries and/or the information sent by said boards in response to specific requests; analysis of the documents in question did not find any elements worthy of mention in this Report.

5. Internal control and risk management system, administrative/accounting system and financial reporting process (points 13 and 14 of Consob Communication no. 1025564/01)

5.1. Internal control and risk management system

The main characteristics of the internal control and risk management system are described in the Corporate Governance and Share Ownership Report and the Group Risk Report (included in the 2021 Annual Integrated Report and Consolidated Financial Statements).

The internal control and risk management system (“ICRMS”) consists of the rules, procedures and corporate units that – also with regard to the Company's role as parent of an

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insurance group – enable the Company and Group to function effectively and to identify, manage and monitor the main risks to which they are exposed. The ICRMS is an integrated system involving the whole organisational structure: the governing bodies and the corporate units, including the Key Functions, are required to contribute in a coordinated and interdependent manner to its operation.

Since 2018, in compliance with industry regulations, the Company has adopted a “reinforced” corporate governance model that takes account of the quali-quantitative parameters indicated in the IVASS letter to the market of 5 July 2018. Features envisaged by the model include: the non-executive role of the Chair of the Board of Directors, the existence of the Control and Risks Committee and a remuneration committee, the effective and efficient operation of the Key Functions by specific organisational units (separate from the operating functions and not outsourced), headed by individuals with adequate skills and qualifications.

The Group Audit, Group Compliance, Group Risk Management and Group Actuarial Functions are the Key Functions pursuant to IVASS Regulation no. 38/2018 and no. 44/2019. To guarantee a consistent Group approach, the Company formulates Group directives on the governance system integrated with Group internal control and risk management policies, which apply to all the companies.

The ICRMS has been drawn up in accordance with Solvency II – including EIOPA delegated acts and guidelines – and with national laws and regulations that enact Solvency II. Following the issue by the Regulator of authorisation to use a “Partial Internal Model” (“PIM”) to calculate the Solvency Capital Requirement (“SCR”) as required by Solvency II, the Group is allowed to use the PIM to determine the SCR of the Group and the main Business Units for the Italian, German, French, Czech, Austrian, Swiss and Spanish companies. For further details, see the Group Risk Report.

During 2021, following the review of the internal organisational system, the Board of Statutory Auditors constantly monitored activities to align the Company and Group governance structure with current regulations.

As required by industry regulations, the Board of Statutory Auditors verified the adequacy of the Company and Group ICRMS, and checked its actual operation. Specifically, and in line with arts. 8 and 74 of IVASS Regulation no. 38/2018, the Board of Statutory Auditors:

i) took note of the opinion issued half-yearly by the Board of Directors after consulting the RCC that the ICRMS is fit for purpose;

ii) examined the RCC report issued half-yearly to support the Board of Directors;

iii) examined the summary drawn up by the Group Audit, Group Compliance, Group Anti-Financial Crime, Group Risk Management and Group Actuarial Functions on the adequacy and efficacy of the Internal Control and Risk Management System;

iv) attended all meetings of the RCC, obtaining information about the initiatives that the Committee decided to promote or request on specific subjects;

v) obtained information about the development of the organisational units and the activities performed by the Group Audit, Group Compliance, Group Anti-Financial Crime, Group Risk Management and Group Actuarial Functions, in part through meetings with the heads of the functions;

vi) examined the activity reports of the Group Audit, Group Compliance, Group Anti-Financial Crime, Group Risk Management and Group Actuarial Functions submitted to the RCC and the Board of Directors;

vii) examined the Group Audit Manager’s half-yearly complaint reports;

viii) verified the autonomy, independence and functionality of the Group Audit Function, and established and maintained appropriate and constant ties with it;

ix) examined the Audit Plan drawn up by the Group Audit Function and approved by the Board of Directors, monitored compliance with it, and received information about audit results and implementation of mitigating and corrective action;

x) took note of the activities of the Surveillance Body formed by the Company in compliance with Lgs.Decree 231/2001 through specific disclosures and meetings for updates on the body’s activities;

xi) obtained information from the heads of the functions involved in the ICRMS;

xii) exchanged information with the audit bodies of the subsidiaries, as required by arts. 151.1 and 151.2 of the CLFI and by art. 74.3.g of IVASS Regulation no. 38/2018;

xiii) met and exchanged information with the Group CEO, tasked with setting up and maintaining the ICRMS;

xiv) obtained information about the development of the Group’s regulatory system, in particular the system of policies, regulations, guidelines and procedures designed to ensure compliance with the specific regulations of the insurance industry and listed companies applicable to or approved by the Company.

As part of its oversight of the ICRMS, the Board of Statutory Auditors paid particular attention to the IT area and to issues relating to cyber security management and data protection. Following the adoption by the Board of Directors of the “ICT and Cyber Security Strategic Plan” in compliance with art. 16 of IVASS Regulation no. 38/2018, in 2021 the Group Audit Function again conducted specific inspections on the Cyber Security area.

In early 2022, management approved the new “Generali Group Strategic ICT Plan” for the three years 2022-2024, which, in compliance with IVASS Regulation no. 38/2018 and the recommendations of IVASS note no. 0139218/21 of 7 July 2021, defines and implements Cyber Security requirements (including illustration of procedures for management of IT incidents and continuous updating on possible IT threats), as well as a series of initiatives for the gradual strengthening of risk monitoring and mitigation.

In this context, the fine-tuning of systems and procedures

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to prevent and reduce said risk remains an area subject to regular monitoring by the Board of Statutory Auditors, in part through attendance at the meetings of the Risk and Control Committee.

The Board of Statutory Auditors also continued to monitor implementation of the program of initiatives to mitigate the risk of money-laundering and financing of terrorism, taking account of the annual self-assessment based on specific methodologies indicated by IVASS.

Specifically, following the issue of IVASS Regulation no. 44/2019 on organisation, procedures, internal controls and appropriate checks on clients with regard to money-laundering and terrorism financing risks, during 2021 the Board of Statutory Auditors regularly monitored the implementation by the Company of the regulatory provisions, in part through the adoption of guidelines to intensify coordination and monitoring of the Group companies with reference (i) to client data sharing at Group level through the start-up of the “Group Data Sharing” project, (ii) to harmonisation of client profiling methodologies, (iii) to the creation of new information flows, and (iv) to closer monitoring of suspicious transactions.

As previously noted by this Board, in 2019 the Company and the Italian subsidiaries in the “Life” business underwent an IVASS inspection, whose findings were sent by the Authority to Generali in June 2020.

In September 2020, the Company sent IVASS an improvement action plan approved by the Board of Directors, and its considerations on the findings of the inspection. At the time, the Board of Statutory Auditors provided Consob with appropriate information on the matter.

The remediation plan was gradually implemented in 2021 and the Company provided IVASS with progress updates in May and November 2021.

In this connection, during 2021 the Board of Statutory Auditors continued to monitored progress on the remediation plan drawn up by the Company through special meetings and discussions with the head of the Anti-Financial Crime Function, and through attendance at the meetings of the RCC and the Board of Directors.

Specifically, the Board of Statutory Auditors observed (i) the completion of all the activities envisaged by the plan, with the exception of two activities which are currently under completion (centralised development of the Group system for management of suspicious transactions and the Client Checking and Profiling system), (ii) the strengthening of the staff of the local anti-money laundering functions, (iii) the strengthening of the role of the Parent with regard to checks and monitoring of the subsidiaries, and (iv) the effective implementation of the common information base, through the “Data Sharing” project. The Board of Statutory Auditors provided Consob with updates on these developments.

In early 2022, the IVASS inspectors returned to the Company offices to ascertain progress on implementation of the remediation plan.

The program of measures to support the internal control system of the international branches was monitored during

2021, with the Board of Statutory Auditors receiving continuous information from the Key Functions.

As noted earlier, in January 2021, the Company was admitted, as from the 2020 tax year, to the cooperative compliance system, which enables continuous preventive dialogue with the Italian Inland Revenue. The Board of Directors approved a new “Tax Escalation Policy” to (i) identify the corporate functions and responsibilities connected with the assumption of tax risks of an interpretative nature that could affect Assicurazioni Generali (excluding the branches), as part of the processes established for the Tax Control Framework adopted by Generali, and (ii) comply with the requirements of the collaborative compliance system with the Italian Inland Revenue Agency.

Regarding the requirements introduced by the latest legislation of particular significance for the insurance sector – international sanctions, client privacy and protection – the Group continued the implementation in 2021 of the controls drawn up by the Company to take account of the highest intrinsic risk profile. Action was taken on these issues during the year by the Group Audit Function and the Group Compliance Function, as envisaged in the respective Plans; analysis of risks was updated, also with regard to activity planning for 2022.

The above-mentioned areas are the subject of programs for the continuous improvement of the efficiency and effectiveness of the Group system and are specifically monitored by the Board of Statutory Auditors.

In light of all of the above and taking into account the dynamic nature of the ICRMS and the corrective action activated and planned by the Key Functions, no factors emerged from the analyses conducted or the information obtained that could lead this Board of Statutory Auditors to consider the Company’s internal control and risk management system as a whole not fit for purpose.

5.2. Administrative accounting system and financial reporting process

The Board of Statutory Auditors monitored the activities conducted by the Company for continuous assessment of the adequacy and operation of the administrative accounting system and the financial reporting process.

This objective was pursued by the Company by adopting a “financial reporting model” consisting of a set of principles, rules and procedures designed to guarantee an adequate administrative and accounting system. Consistently with the Company ICRMS, the financial reporting model involves the corporate bodies and the operating and control units in an integrated management approach, consistently with the different levels of responsibility. The main characteristics of the model are described in the Corporate Governance and Share Ownership Report.

The data and information exchanges with the external auditors for the performance of our respective tasks pursuant to art.

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150.3 CLFI and art.74.3.e of IVASS Regulation no. 38/2018 did not find matters to be highlighted in this report.

At a meeting on 4 April 2022, the Board of Statutory Auditors examined the additional report drawn up by the KPMG external auditors, ex art. 11 of EU Regulation 537/2014 and noted that it identified no significant shortcomings in the internal control system with regard to financial reporting. The draft report had already been discussed and analysed during the regular information exchanges between the Board of Statutory Auditors and the external auditors.

In overseeing the adequacy of the administrative and accounting system, the Board of Statutory Auditors also verified, pursuant to art. 15 of Consob Regulation no. 20249 of 28 December 2017 (“Markets Regulation”), that the corporate organisation and procedures adopted enable the Company to ascertain that its subsidiaries incorporated and governed by the legislation of non-EU countries, which are required to comply with Consob regulations, have an administrative/accounting system fit for the purpose of regularly supplying the Company’s management and auditors with the business and financial data required to draw up the consolidated financial statements. At 31 December 2021, the significant non-EU companies for the purposes of the Markets Regulation were: Generali Personenversicherungen AG and Generali China Life Insurance Co. Ltd.

5.3. Consolidated Non-Financial Disclosure

The Board of Statutory Auditors reminds the reader that pursuant to Lgs.Decree no. 254/2016 and subsequent amendments, and to the implementing regulation issued by CONSOB with resolution no. 20267 of 18 January 2018, the Company is required to draft and publish a Consolidated Non-Financial Disclosure (“CNFD”). As required by art. 4 of Lgs.Decree no. 254/2016, the CNFD provides non-financial information on the Company and its subsidiaries “to the extent required to ensure understanding of the group’s business, performance and results, and its impact”.

As specified in art. 3.7 of Lgs.Decree no. 254/2016, the Board of Statutory Auditors, consistently with the functions and duties assigned by law, monitored compliance with the legislation governing the preparation and publication of the CNFD. Specifically, the Board of Statutory Auditors monitored the adequacy of the Group’s organisational structure with respect to its strategic socio-environmental objectives and ascertained the presence of appropriate rules and processes for the collection, organisation and presentation of non-financial results and information; on this second point, it also monitored compliance with Regulation 2020/852 (the EU Taxonomy Regulation).

For this purpose, during 2021, the Board of Statutory Auditors examined the documentation made available by the Company and held meetings with the management team responsible for the information in the CNFD – an interdisciplinary group including the Group CFO Function and the Group Risk Management Function – and the representatives of the

external auditor, which is also responsible for issuing a specific report certifying conformity as required by art. 3.10 of Lgs.Decree no. 254/2016.

The Board of Directors approved the CNFD on 14 March 2022; as required by Lgs.Decree 254/2016, the CNFD was drafted in compliance with art. 8 of the Taxonomy Regulation and with Delegated Regulation EU 2021/2178, and also considering the criteria of the International <IR> Framework issued by the International Integrated Reporting Council. In 2021 the materiality matrix approved by the Board of Directors in 2020 was confirmed, the KPIs identified in the previous financial year were confirmed, with the exception of the KPI relating to the «Extraordinary International Fund for Covid-19 and other local initiatives» and the KPIs required by the Taxonomy Regulation.

The 2021 CNFD was drawn up in compliance with arts. 3 and 4 of Lgs.Decree no. 254/2016 and the selected GRI Standards and indicators of the GRI G4 Financial Services Sector Disclosures, and also with indicators established with an autonomous methodology, selected as described in the 2021 Annual Integrated Report and Consolidated Financial Statements. The analysis also considered the European Commission's orientation on disclosure of non-financial information, which was subsequently taken up by the ESMA.

When drawing up the CNFD, the Company did not exercise the option to omit information concerning imminent developments and transactions under negotiation, as allowed by art. 3.8 of Lgs.Decree 254/2016.

The Board of Statutory Auditors also noted that the external auditor KPMG issued its report as per art. 3.10 Lgs.Decree no. 254/2016 on 4 April 2022. In the report, KPMG certified that on the basis of the work performed, no elements had come to its attention suggesting that the CNFD had not been drawn up, in all significant respects, in compliance with the terms of ss. 3 and 4 Lgs.Decree no. 254/2016 and the reporting standard used by the Group. In its report, KPMG also observed that the conclusions set out in the CNFD did not extend to the information required by art. 8 of the (EU) 2020/852 Taxonomy Regulation.

The Board of Statutory Auditors observes that, during its inspections, no evidence of CNFD non-conformity with the laws governing its preparation and publication came to its attention.

6. Other activities performed by the Board of Statutory Auditors

6.1. Additional periodic checks

In addition to the matters described above, the Board of Statutory Auditors performed further specific periodic checks in accordance with the statutory and regulatory provisions applicable to the insurance industry.

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Specifically, in part through its attendance at the meetings of the RCC, the Board of Statutory Auditors:

verified compliance with the investment policy guidelines approved by the Board of Directors, pursuant to art. 8 IVASS Regulation no. 24 of 6 June 2016;

checked that transactions in derivative financial instruments complied with the guidelines and limitations issued by the Board of Directors, and checked that the Company had duly issued the periodic communications to IVASS;

analysed the administrative procedures adopted for the handling, safekeeping and accounting of financial instruments, and checked the instructions issued to depositaries regarding periodic despatch of statements of account with suitable indications of any encumbrances;

checked that the assets covering the technical reserves were free of encumbrances and fully available;

ascertained correspondence with the register of assets covering the technical reserves.

In the Notes to the Financial Statements, the Company has provided a report on share-based payment agreements, in particular the incentive plans based on equity instruments assigned by the Parent and by other Group companies.

Taking into consideration the recommendations in the ESMA Public Statement of 29 October 2021 and in line with the provisions of the joint Bank of Italy/Consob/ISVAP document no. 4 of 3 March 2010, the Board of Directors deliberated, in an autonomous manner and prior to approval of the financial statements as at and for the year ended 31 December 2021 (as for the half-year financial report at 30 June 2021), the compliance of the impairment test procedure with International Accounting Standard 36.

The notes to the half-year financial report at 30 June 2021 and the financial statements as at and for the year ended 31 December 2021 set out information and findings of the measurement process conducted by the Company: the Board of Statutory Auditors monitored the process and has no observations to report.

6.2. Activities performed in the context of the current Covid-19 pandemic

The Board of Statutory Auditors found that in 2021, despite the widespread vaccination campaign, the health emergency caused by Covid-19 (“Corona Virus”) continued in many countries, including Italy, in part due to the development of secondary variants.

In this connection, the Board of Statutory Auditors continuously monitored legislative developments and the provisions issued by the authorities in response to the health emergency and to support the vaccination campaign as regards matters of interest for its surveillance activities relating to Assicurazioni Generali.

The Board of Statutory Auditors was kept constantly informed by the Company functions about management assessments of the situation and the measures introduced to mitigate the social, economic and financial effects of the emergency for

the Group. Information was exchanged constantly during 2021 and until the end of the state of emergency on 31 March 2022.

For matters within its remit, during 2021 the Board of Statutory Auditors monitored the issuance of: i)recommendations by the European and national authorities that could have an impact on the operations of the Company and the Group, in particular on the financial reporting process, and ii)guidance by the trade associations regarding the interpretation and application of a number of international accounting standards.

Specifically, during its activities and for the purposes of this report, the Board took into account, among others:

the ESMA recommendations in the public statement “Implications of the COVID-19 outbreak on the half-yearly financial reports” of 20 May 2020;

the ESMA recommendations in the public statement “European common enforcement priorities for 2021 annual financial reports” of 29 October 2021;

the Consob call for attention no. 1/21 of 16 February 2021;

the Consob call for attention no. 4/21 of 15 March 2021.

To this end, the Board of Statutory Auditors declares:

that it received correct and complete information from the Board of Directors, the Manager in charge of preparation of the Company's financial reports, the Group CEO and the relevant Company Functions on the drafting and financial reporting process for the 2021 draft separate financial statements and the 2021 Group consolidated financial statements;

that it had on-going exchanges with the external auditors on the drafting and financial reporting process for the 2021 draft separate financial statements and the 2021 Group consolidated financial statements and on matters that emerged during the respective audit and control activities; no elements to be presented in this report emerged during the meetings;

that it had constant exchanges of information, also pursuant to art. 151.2 of the CLFI, with the corresponding audit bodies of the main subsidiaries: no elements to be presented in this report emerged during the meetings.

The Board of Statutory Auditors also declares that:

there are no elements that lead the Board of Statutory Auditors to not share the assessments made by the Board of Directors with regard to the going-concern requirement;

the Company did not have recourse to the suspension of the regulations pursuant to arts. 2446 and 2447 of the Italian Civil Code;

the current national and international regulatory restrictions on movement and travel, also in connection with possession of the European green pass confirming completion of the vaccination cycle, did not lead to particular limitations on the exercise either of the surveillance activities of this Board and those of the audit bodies of the main subsidiaries, or of the activities of the external auditors.

With reference to the Covid-19 health emergency, the Board of Statutory Auditors states that the 2021 Annual Report

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approved by the Company Board of Directors on 14 March 2022 and made available to the public as required by law, includes:

in the Directors’ Report on Operations for the year ended 31 December 2021, in the Section “We, Generali - Market challenges and opportunities”, a sub-section headed “Pandemics and extreme events” containing specific information about the impact of the Covid-19 pandemic on the Group, despite the vaccination campaign, with reference to the health emergency still continuing at national and international level;

the section “Part C – Other information” in the Notes and additional information on the Report on Operations, in the chapter “Other information” in the section “Organisation of work and socio-environmental commitment”, concerning the estimate procedure and quantitative impacts. The section “Market challenges and opportunities” describes the impact and mitigating action, and how these were managed by the Group, in the sub-section “Pandemics and extreme events”.

6.3 Additional activities of the Board of Statutory Auditors

6.3.1. Assessments by the Board of Statutory Auditors with regard to governance

a) Foreword

During 2021 the Board of Statutory Auditors conducted a series of checks on the Company’s governance. At the BoD meeting of 29 April 2021, attended by the Board of Statutory Auditors, some directors expressed concerns with, first, the timeliness of the information provided before discussion of the items on the agenda, for meetings of the Board and the Board committees, especially the Strategic Transactions Committee (hereinafter “STC”), and, second, the selection and valuation of Company investment and acquisition transactions.

In compliance with its oversight duties and as part of its tasks and functions, the Board of Statutory Auditors commenced a series of activities to examine the questions raised by some directors and to assess possible improvements. In so doing, the Board of Statutory Auditors held a large number of meetings, largely in May and June 2021, during which it had conversations with the heads of the relevant Functions and received clarifications on the processes following to make preparatory information available for the meetings of the Board and the Board committees and on the Company’s M&A process.

The Board of Statutory Auditors then decided to conduct two separate investigations, (i) one into the information flows between the committees and the Board and their operation, and (ii) the other into the structure of the process used by the Company to select acquisition and investment transactions, with a particular focus on the process followed to assess acquisition opportunities in Malaysia, on which questions were specifically raised at the Board meeting on 29 April 2021.

b)Information flows

With regard to the first issue, from its initial analysis, the Board of Statutory Auditors found that during the 2020 Board Review the Board of Directors had already identified areas for possible improvement in the Company’s corporate governance and agreed to set an adjustment plan in motion: with specific regard to the Strategic Transactions Committee (STC) the participation of at least one Statutory Auditor at committee meetings was hypothesised together with attendance by several independent directors. Given these preliminary findings, the Board of Statutory Auditors conducted its investigation to verify (i) the process by which information was made available in preparation for meetings of the STC and the BoD over the whole period from the formation of the STC (in 2019) until April 2021, and (ii) the role played by the STC, in the overall context of the governance of Assicurazioni Generali S.p.A., with regard to the valuation of strategic transactions, in order to assess correctness or the possibility of introducing improvements.

After completing its investigation, the Board of Statutory Auditors concluded that a situation of irregularities in the timing with which documents were made available prior to meetings did not exist; even so, it underlined the need for further improvement in information before Board meetings and STC meetings, recommending adequate disclosure to the Board of Directors of all transactions examined by the STC, and stressing the importance of ensuring the presence, in addition to that of several independent directors, of one or more members of the Board of Statutory Auditors at the STC, with the necessary amendment to the Regulation of the Board of Directors and board committees of Assicurazioni Generali S.p.A. (hereinafter, the “Regulation”).

As explained later in this report, these suggestions were taken up by the Company through better management of information prior to Board meetings and through the addition in art. 40.2 of the Regulation of a clause providing for the presence at the STC of the Chair of the Board of Statutory Auditors or, in the absence of the Chair, of another Statutory Auditor.

c) M&A process

With regard to its investigation into the second point, the M&A process, the Board of Statutory Auditors, assisted by Group Audit, conducted a series of analyses to ascertain procedural correctness in the implementation of the M&A transactions in Malaysia named “Alexis/Tiger” and “Imperial”, with particular reference to internal control and governance.

To achieve a better understanding of the structure of the Company’s M&A transaction selection process, the Board of Statutory Auditors reconstructed the origins of the transactions and examined the documents relating to the Due Diligence and the valuations made by the relevant Functions.

The Board of Statutory Auditors found that the Company had adopted a consolidated and in part already proceduralised M&A approach, and that the cases under investigation had followed the M&A Framework process established by the head of the Group M&A Function; this process was found to be structured and consistent with the reasonably likely approach in similar circumstances and transactions. Nevertheless, the Board of

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Statutory Auditors identified a number of improvements, which it discussed with the Group M&A Function.

The findings of both investigations were set out in two separate reports which the Board of Statutory Auditors presented and illustrated to the Board on 23 June 2021; they were followed by a document of suggestions for the Company governance finalised on 24 September 2021. These suggestions were examined by the Company and in December the Board of Directors conducted an additional review of the Regulation to take account of the suggestions made by the statutory auditors.

6.3.2. Inspections by the Board of Statutory Auditors concerning the market abuse policy

During 2021, the Board of Statutory Auditors received a number of reports from Company internal Functions regarding potential breaches of the Assicurazioni Generali S.p.A. Market Abuse Policy (hereinafter, “MAR Policy”). After examining the reports, the Board of Statutory Auditors decided to inform Consob and, in the interest of transparent alignment, IVASS about the matters reported by the Company internal Functions.

In addition to monitoring developments on the specific cases, the Board of Statutory Auditors also conducted investigations into the matters directly with the head of Group Compliance.

The head of Group Compliance provided information about the activities performed and the information was also made available to the Risk and Control Committee, which, in agreement with the Statutory Auditors, requested additional information. With regard to the MAR Policy and its application, in March 2022, after further investigation into communication flows on internal dealing transactions, the Risk and Control Committee proposed a series of improvements to Generali’s internal procedures. One of the objectives is to establish a direct information flow with the Board of Statutory Auditors in the event of deviation from the MAR Policy. Although the proposed amendments to ensure that the Board of Statutory Auditors is aware of presumed irregularities are not generally envisaged in the internal dealing procedures published by FTSE MIB companies, in the opinion of the Board of Statutory Auditors they strengthen Generali’s overall system of internal controls.

6.3.3. Inspections by the Board of Statutory Auditors on investment governance

The Board of Statutory Auditors also draws attention to another request made by a director in November 2021 asking for information on the existence of business relations, contracts and management mandates with a specific list of counterparties and with any other party holding an interest of or exceeding 0.50% of the capital.

Without prejudice to the investigations conducted by the Company offices also in light of the decisions reached by the

Board Committee, as part of its own monitoring activities the Board of Statutory Auditors conducted separate investigations, with the assistance of the Internal Audit function, in order to, among other things, (i) obtain a detailed understanding of the “Group Investment Governance Policy”, (ii) map the system of delegation of powers to the most significant Group companies as regards the investment process, (iii) analyse any new or revised contracts with the asset management companies, and (iv) conduct analytical reviews of the asset management companies with which the Group has stipulated investment management agreements, in order to identify any anomalous trends.

The investigations did not find any anomalies or shortcomings in the internal control system. A series of possible improvements emerged, which were discussed with the heads of the relevant Functions.

Again in the wake of requests made by a director in November 2021, the Board of Statutory Auditors decided to begin a further investigation with the head of Procurement and other relevant managers in order to examine (i) the process to draw up the budget and its allocation to the various means of communication , (ii) the developments in these allocations in 2021 with respect to the budget (drawn up in 2020), (iii) a comparison of allocations in 2021 with those of 2020, taking into account the impact of specific campaigns (e.g., "Partner for Life" and "190 Anni"). The investigations found no anomalies nor were any observations drawn to the attention of the Board of Statutory Auditors.

6.3.4. Additional investigations of the Board of Statutory Auditors on governance: the procedure for the presentation by the Board of Directors of a list of candidates for the position of Company director

In 2021 and the early months of 2022, the Board of Statutory Auditors also monitored the process that set up the procedure for the presentation by the Company Board of Directors of a list of candidates for the position of director prior to the election of the new Board of Directors at the next General Meeting. Within the scope of its tasks and functions, the Board of Statutory Auditors gradually formulated a series of observations and comments.

The Board of Statutory Auditors then followed the implementation of the procedure, which led first to the creation of a long list of possible candidates and then to a short list and, finally, to the Board’s actual list of candidates approved by the Board on 14 March 2022.

In the weeks immediately preceding the date of this report, the Board of Statutory Auditors also followed the process approved by the Board with regard to the promotion of solicitation of mandates in preparation for the General Meeting. On this matter too, within the scope of its tasks and functions, the Board of Statutory Auditors formulated a series of observations and comments.

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7. Organisation and management model pursuant to Lgs.Decree no. 231/2001

Updating activities on the Company's organisation and management model (“OMM”) continued in 2021 to enact the amendments to Lgs.Decree 231/2001 (“Decree 231”) over the period under review and organisational and/or operational changes at the Company.

Specifically, updating continued in order to transpose the tax crimes introduced in Decree 231, first with law no. 154 of December 2019 and, subsequently, with Lgs.Decree no. 75 of July 2020 enacting Directive (EU) 2017/1371 (PIF Directive). The updates to the Model, approved by the Board of Directors on 14 April 2021, led to the drafting of a new Special Part Section («M») on tax crimes. Action was also taken to make Section M consistent with the organisational changes and regulations of the GIRS.

A subsequent update to the Model was introduced in September 2021 to renew process mapping for the branches in the scope of application and strengthen the internal regulatory checks adopted by the branches with reference to each activity exposed to the risk of offences being committed pursuant to Decree 231.

The Board of Statutory Auditors viewed and obtained information regarding the organisational and procedural activities conducted pursuant to Decree 231. The main aspects connected with the organisational and procedural activities conducted by the Company pursuant to Decree 231 are illustrated in the Corporate Governance and Share Ownership Report.

No noteworthy facts and/or circumstances emerged from the report submitted by the Surveillance Body on its activities.

8. Ratification of the Corporate Governance Code, Composition of the Board of Directors, and remuneration (point 17 of Consob Communication 1025564/01)

On 1 January 2021, the Company ratified the Corporate Governance Code (hereinafter, the “CG Code”) issued by the Corporate Governance Committee promoted by Borsa Italiana S.p.A. and applicable to the Company as from that date. The check-list for compliance with the principles and criteria of the Corporate Governance Code is set out in the Information Compendium to the 2021 Corporate Governance and Share Ownership Report published on the Company website, to which reference should be made. The Board of

Statutory Auditors has evaluated the procedures for concrete implementation of the principles and application criteria of the Code, and has no comments to make on them.

The Board of Statutory Auditors notes that the Board of Directors evaluated its own and the Board Committees’ operation, size and composition, taking the principles and recommendations of the new Code into account.

With effect from 1 January 2021, consistently with the Recommendations of the CG Code, the ARC has taken on the duties previously performed by the GSC as regards the Board review, the periodic evaluation that the members of the Board and the Board of Statutory Auditors meet requirements, the drafting of the guidance for shareholders and – in light of the amendment to the Articles of Association introduced by the 2020 General Meeting – the submission of a list of candidates by the outgoing Board for the appointment of the incoming Board.

The 2021 Board Review of the size, composition and functioning of the BoD and the Board Committees envisaged by the CG Code took place by means of a detailed questionnaire and individual confidential interviews conducted by the external independent consultant Egon Zhender. The responses were analysed by the consultant and, for matters of relevance to the Board of Directors, by the Secretary to the Board; the information received was treated as confidential and reproduced in consolidated form in the final self-assessment report.

The process and the results of the 2021 Board Review were presented to and discussed by the Board of Directors at its meeting on 22 October 2021, attended by the Board of Statutory Auditors. The main strengths and areas for attention identified by the 2021 Board review are detailed in the 2021 Corporate Governance and Share Ownership Report.

In early 2022, in line with the recommendations of Rule Q.1.1 of the Rules of Conduct for the Board of Statutory Auditors of Listed Companies drawn up by the CNDCEC, the Board of Statutory Auditors conducted a self-assessment of its composition and operation, and discussed the findings at a meeting on 1 March 2022.

The Board of Statutory Auditors also checked the correct application of the criteria and the process initiated by the Board of Directors to assess the independence of directors classed as “independent”.

In light of the Company policies and operating guidelines, the Board of Directors conducted its own assessment as to whether the independence requirement was met, on the basis of all the information available to the Company and specific supplementary declarations designed to obtain from self-declared independent Directors precise information about the existence of any commercial, financial or professional relationships, self-employment or employment relations or relationships of a financial or professional nature, that are of significance under the new CG Code and the CLFI.

The Board of Statutory Auditors also took cognisance of the amendments made to art. 76 of Lgs.Decree 7 September 2005, no. 209 (Private Insurance Code) by art. 3 of Lgs.Decree 14 July 2020, no. 84, to enact Directive (EU) 2017/828

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(SHRD II), with specific reference to the provision, in addition to the professionalism, respectability and independence requirements for company officers and parties responsible for Key Functions, of criteria of competence and correctness, whose determination is delegated to a regulation of the Ministry for Economic Development, after consultation with IVASS. The Board of Statutory Auditors will continue to monitor the entry into force of the new secondary legislation in order to ensure compliance in the event of application at the time of the next appointments.

The Board of Statutory Auditors notes that the Board of Directors has adopted a specific top management succession policy and plan.

The Board of Statutory Auditors has no comments to make about the consistency of the remuneration policy with the recommendations of the new CG Code and its compliance with IVASS Regulation no. 38/2018.

9.External audit (points 4, 7, 8 and 16 of Consob Communication no. 1025564/01)

9.1. Activities of the Board of Statutory Auditors in financial year 2021

During 2021, the nine-year engagement (2021-2029) began of the external auditors KPMG for the audit of the separate financial statements of the Company and the Group consolidated financial statements; KPMG verified that the accounts were properly kept and transactions properly recognised in the accounting records during 2021.

On 4 April 2022 the external auditors issued the reports pursuant to arts. 14 and 16 of Lgs.Decree 39/2010 for, respectively, the separate financial statements and the Group consolidated financial statements as at and for the year ended 31 December 2021. The reports indicate that the financial statements have been drawn up clearly and truthfully and correctly represent the assets/liabilities, financial position, results of operations and cash flows for the year ended 31 December 2019, in compliance with the applicable standards and regulations.

In connection with the reports, KPMG also issued an opinion on the conformity of the separate and consolidated financial statements with Regulation (EU) 2019/815 (“ESEF Regulation”).

The Manager in charge of preparation of the Company’s financial reports and the Managing Director/Group CEO issued the declarations and certifications required by art. 154-bisof the CLFI as regards the Company's separate financial statements and the consolidated financial statements as at and for the year ended 31 December 2021.

Within the terms of its remit, the Board of Statutory Auditors monitored the general layout of the separate financial

statements and the consolidated financial statements in accordance with legislation and specific regulations governing the preparation of insurance companies’ financial statements.

The Board of Statutory Auditors declares that the Group consolidated financial statements were drawn up in compliance with the IAS/IFRS International Accounting and Financial Reporting Standards issued by the IASB and endorsed by the European Union, in compliance with EU Regulation no. 1606 of 19 July 2002 and the CLFI, and with Lgs.Decree 209/2005 as amended. The consolidated financial statements were also drawn up as required by ISVAP Regulation no. 7 of 13 July 2007 as amended, and contain the information required by Consob Communication no. 6064293 of 28 July 2006. The Notes to the Financial Statements illustrate the measurement criteria used, and provide the information required by current legislation.

The Directors’ Report on Operations annexed to the separate financial statements of the Parent illustrates business performance, indicating current and prospective trends, and the Group’s development and reorganisation process. It also provides appropriate information with regard to Covid-19.

Through its attendance at the meetings of the RCC at which the Manager in charge of preparation of the Company's financial reports and the managers of the external auditors were also present, the Board of Statutory Auditors reported to the Board of Directors on 14 March 2022 that it had no observations regarding the correct application of the accounting principles and the consistency of their use in the drafting of the consolidated financial statements.

On 4 April 2022, KPMG provided the Board of Statutory Auditors, in its capacity as Internal Control and Audit Committee, with its own additional report pursuant to art. 11 of EU Reg. 537/2014. In compliance with art. 19.1.a, Lgs.Decree 39/2010, the Board of Statutory Auditors promptly forwarded the report to the Board of Directors, without observations.

During the year, the Board of Statutory Auditors held meetings with the managers of the external auditors KPMG, also pursuant to art. 150.3 of the CLFI and art. 74.3.e of IVASS Regulation no. 38/2018. As part of its oversight activities as per art. 19 of Lgs.Decree 39/2010, the Board of Statutory Auditors acquired information from KPMG concerning the planning and execution of the audit. During the meetings, significant information and data were exchanged to assist the Board of Statutory Auditors and the external auditors in their respective activities, and no facts or situations worthy of remark emerged.

Pursuant to art. 19.1.e. Lgs.Decree 39/2010, the Board of Statutory Auditors, again in its capacity as Internal Control and Audit Committee, checked and monitored the independence of the external auditors. The checks found no situations that prejudiced the independence of the external auditors or constituted grounds for incompatibility under the applicable legislation. The above is confirmed by the statement issued by KPMG pursuant to art. 6.2.a of EU Reg. 537/2014.

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9.2. Activities of the Board of Statutory Auditors with regard to non-audit services

With regard to non-audit services, at the recommendation and with the support of the Board of Statutory Auditors, at the beginning of 2017 the Company adopted a specific procedure to govern the assignment of non-audit services to the external auditors and entities of the network of the external auditors (“Guideline for the assignment of non-audit services to auditors”). During 2021 the Board of Statutory Auditors supervised the update of the above Guideline to ensure alignment with the interpretative changes of current law.

During 2021, as envisaged by art.19.1.e of Lgs.Decree 39/2010 and art. 5.4 of EU Reg. 537/2014, in its capacity as internal control and audit committee, the Board of Statutory Auditors conducted a preventive examination of the proposals for the assignment of non-audit services to the KPMG external auditors or to entities in its network. During its assessment, and with the support of the Group Audit Function, the Board of Statutory Auditors ascertained the compatibility of said services with the prohibitions of art. 5 EU Reg. 537/2014, and the absence of potential risks to the independence of the external auditors arising from performance of the services, in light of the provisions of Lgs.Decree 39/2010 (arts. 10 et seq.), of the Issuers’ Regulation (art. 149-bis et seq.) and of Audit Principle no. 100. Since the assessment found that the statutory pre-requisites were fulfilled, the Board of Statutory Auditors approved the assignment of the service to KPMG or other entities belonging to its network.

The fees for non-audit services provided by the external auditors or other entities belonging to its network to the Company and its subsidiaries in the 2021 financial year are disclosed in detail in the Notes to the Financial Statements.

During the year, in its capacity as internal control and audit committee, the Board of Statutory Auditors supervised the trend of said fees in light of art. 4 EU Reg. 537/2014.

10. Opinions issued by the Board of Statutory Auditors during the financial year (point 9 of Consob Communication no. 1025564/01)

During the year, the Board of Statutory Auditors also issued the opinions, comments and attestations required by the applicable legislation.

Specifically, at the meeting of the Board of Directors on 3 February 2021, the Board of Statutory Auditors expressed itself in favour of the 2021 objectives of the head of the Group Audit Function and with regard to the 2021 Audit Plan, and also of the remuneration of the head of the Group Audit Function (assessment of achievement of 2020 objectives).

At the meeting of the Board of Directors on 10 March 2021, the Board of Statutory Auditors expressed a favourable opinion pursuant to art. 2389 of the Italian Civil Code on the proposed allocation of newly issued shares to the Managing Director/Group CEO in connection with the resolution to increase the share capital to service the 2018 LTI Plan, and a favourable opinion on the assessment of the 2020 incentive plans for the Managing Director/Group CEO.

During 2021 the Board of Statutory Auditors also regularly expressed observations with regard to the half-year reports on complaints prepared by the head of the Group Audit Function in compliance with ISVAP Regulation no. 24 of 19 May 2008 as amended. The reports did not highlight any particular problems or organisational shortcomings. The Board of Statutory Auditors also checked that the Company sent the reports and the Board of Statutory Auditors’ comments promptly to IVASS.

11. Complaints pursuant to art. 2408 of the Italian Civil Code. Omissions, censurable facts or irregularities found (points 5, 6 and 18 of Consob Communication no. 1025564/01

During 2021 the Board of Statutory Auditors received two complaints pursuant to art. 2408 of the Civil Code.

On 27 September and 1 October 2021, a shareholder sent two notifications via certified email with almost identical content to CONSOB and, for information, to the Chair of the Board of Statutory Auditors of the Company and the Chair of the Board of Statutory Auditors of Mediobanca concerning a securities lending transaction by the shareholder Mediobanca.

Specifically, with the first complaint, the shareholder Marco Bava requested that the Board of Statutory Auditors verify the legitimacy, for the purposes of the exercise of voting rights, of the Generali securities lending transaction for € 70 million executed by Mediobanca, through which Mediobanca increased its voting rights by 4.3% prior to the next General Meeting, the agenda for which includes the vote for the renewal of the Board of Directors. In the opinion of the shareholder, the transaction is not possible since Generali shares are not bearer shares and the voting right of the owner could only be delegated but not also transferred through a securities lending transaction.

With the second complaint, the shareholder again urged the Board of Statutory Auditors to verify the legitimacy of the Mediobanca securities lending transaction, under which Mediobanca increased its equity investment in the Company to 17.2%, as well as the legitimacy of the exercise of voting on the shares relating to the loan without the presence of or delegation by the owner; this on the presumption that BNP

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Paribas acted as intermediary on the transaction on behalf of important client financial organisations who were certainly well known to the lender.

The Board of Statutory Auditors immediately involved the relevant corporate functions to conduct the necessary checks, which found no censurable facts, omissions or irregularities to be reported the Regulatory Authorities. In fact, the circulation of registered shares such as those issued by Generali is regulated by art. 2355 of the Italian Civil Code: share transfers take place through an endorsement authenticated by a notary or other party as envisaged by the special laws, and the endorsee who demonstrates possession on the basis of a continuous series of endorsements has the right to obtain the recording of the transfer in the shareholder register and is entitled to exercise the rights on the shares.

This mechanism is also applicable in the case of Generali shares, which are not only registered shares but also dematerialised shares, given that the transfer of dematerialised shares, as envisaged by art. 2354 of the Italian Civil Code, takes place through the entry in the accounts that reflect the movements of financial instruments, but the juridical effect of the registration is the same as that produced by the transfer of shares through endorsement.

Also, the real nature of the securities lending contract – an atypical contract in banking law by which a party transfers ownership of a certain quantity of securities to another party, who undertakes to return to the transferor, on a specified date, securities of the same description and quantity – means that an actual transfer to the borrower of the ownership of the securities takes place, and, together with the security, the borrower acquires all the typical rights inherent to the security.

Finally, the Board of Statutory Auditors pointed out that annex

4 to the Issuers Regulation contains, in addition to details on disclosure obligations, the notification forms exart. 120 CLFI for fulfilment of the required disclosures to be sent to Consob. Specifically, in form 120A, the transactions that determine a disclosure obligation on the lender and the borrower in the event of a transaction that exceeds the respective materiality thresholds include “securities lending” transactions. This disclosure requirement is also found in point 2.4 of the Guidelines of art. 120 of the CLFI.

In early 2022, on 4 February 2022, the Board of Statutory Auditors received another communication from a shareholder, also addressed to Consob for information, reading as follows: “the undersigned Generali shareholder Marco BAVA hereby invites you to investigate whether some current shareholders of the company plan a public tender offer for Generali”. The Board of Statutory Auditors examined the communication and deemed that as such the request did not contain a complaint about presumed censurable facts and related to matters that are outside its sphere of competence.

During 2021, the Board of Statutory Auditors also sent the communications to Consob and IVASS indicated in section 6.3.2 above.

***

In light of all the considerations set out in this Report, the Board of Statutory Auditors finds no impediment to the approval of the Separate Financial Statements of Assicurazioni Generali S.p.A. as at and for the year ended 31 December 2021, as submitted to you by the Board of Directors.

Trieste, 4 April 2022

The Board of Statutory Auditors

Carolyn Dittmeier, Chair

Lorenzo Pozza

Antonia Di Bella