Interim Management Report as of March 31 st, 2008

Transcription

1 Interim Management Report as of March 31 st, 2008 Approved by the Board of Directors on May 13 th,

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3 Contents Directors and Officers 5 Introduction 7 Group Structure 9 Consolidated accounting schedules 11 Management Report 17 Table 1 Key economic indicators 20 Table 2 Key equity indicators 20 Table 3 Employees and sales network 21 Table 4 - Total premiums written 22 Table 5 Investments - breakdown 24 3

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5 Directors and Officers BOARD OF DIRECTORS Chairman Mr. Paolo Bedoni (*) Acting Deputy Chairman Mr. Giovannimaria Seccamani Mazzoli (*) Deputy Chairman Mr. Giovanni Zonin (*) Secretary Mr. Ermanno Rho, Esq. (*) Directors Mr. Pierluigi Angeli Mr. Luigi Baraggia (*) Prof. Angelo Caloia Mr. Giuseppe Camadini (*) Prof. Angelo Ferro Mr. Stefano Gnecchi Ruscone Prof. Felice Martinelli Mr. Aldo Poli Mr. Bruno Nestori Mr. Pilade Riello Mr. Pier Giorgio Ruggiero Mr. Samuele Sorato Mr. Domingo Sugranyes Bickel Prof. Antonio Tessitore BOARD OF STATUTORY AUDITORS Chairman Prof. Alessandro Lai Statutory Auditors Mr. Marco Bronzato Mr. Luigi de Anna Alternate Auditors Mr. Massimo Ghetti Mr. Giovanni Glisenti GENERAL MANAGEMENT General Manager Mr. Giovan Battista Mazzucchelli Deputy General Manager Mr. Marco Cardinaletti (*) The Directors whose names are marked with an asterisk are members of the Executive Committee 5

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7 Introduction The interim management report relating to the first quarter of 2008 has been drawn up on the basis of Article 154 ter of the Consolidated Finance Law and Consob Communication No. DEM/ dated April 30 th, Even though prepared by the Parent Company Società Cattolica di Assicurazione - Soc. Coop. also taking into account the provisions envisaged by the international accounting standards and ISVAP Regulation No. 7 dated July 13 th, 2007, the report does not represent interim financial statements drawn up in pursuance of the IFRS and in particular IAS 34. In the interim management report: the economic figures for the first quarter of 2008 are compared with those for the first quarter of 2007; the balance sheet figures relating to the end of the first quarter of 2008, are compared with the corresponding figures as of December 31 st, The interim management report is accompanied by the following statements: balance sheet; income statement; management report; GENERAL APPROACH The interim management report closed as at March 31 st, a date which coincides with that of the corresponding reports of the Group companies. The statements drawn up according to the international accounting standards as approved by the Boards of Directors (with the exclusion of Polo Finanziario) of the respective companies who are not obliged to adopt the afore-mentioned international accounting standards for the purpose of drawing up the statutory annual financial statements, have been used for the preparation of the interim management report (the only exception was Cattolica Investimenti Sim which, as from the accounting period ended December 31 st, 2006, was obliged to draw up the annual financial statements in compliance with the international accounting standards, pursuant to Article 4 of Italian Legislative Decree No. 38 dated February 28 th, 2005). ACCOUNTING POLICIES AND STANDARDS The accounting policies and standards used for drafting the interim management report are those used for the consolidated financial statements as of December 31 st, 2007, to which reference is made, and are the same used for drafting the IAS/IFRS schedules of the Parent Company and the other Group companies. No significant consolidation adjustments were necessary in order to adapt the consolidated companies accounting standards and policies to those of the Parent Company. In order to guarantee timely quarterly reporting to the market, for some minor components, estimation procedures were also used. 7

8 SCOPE OF CONSOLIDATION The scope of consolidation included the Parent Company, the subsidiary companies and the companies subject to joint control, pursuant respectively to IAS 27 and IAS 31, as amended by IFRS 5. During the first quarter of the year, the scope of consolidation did not undergo any changes with respect to December 31 st, 2007 and includes eleven insurance companies, two real estate property companies, two service companies and a stockbroking company. Besides the companies included within the scope of consolidation, the Group comprises a bank, three asset management companies, four service companies, a loan brokerage company and one company destined to carry out insurance activities, which was dormant as of March 31 st. A schedule of the Group companies with indication of the consolidation method adopted, and that relating to equity investments in banks, are presented below. 8

9 As of March 31 st, 2008 As of March 31 st, 2008 Consolidated line-by-line 50% Berica Vita ABC ABC Assicura Assicura 50% 100% 50.1% Cattolica Cattolica Previdenza Previdenza In In Azienda Azienda Cattolica Cattolica IT IT Services Services 91.20% 92.47% di.ca di.ca C.I.R.A. C.I.R.A. 100% Lombarda Lombarda Vita Vita 95.17% Risparmio Risparmio & Previdenza Previdenza 8.8% 7.53% Duomo Duomo Uni Uni One One Assicurazioni Assicurazioni 99.99% 66% San San Miniato Miniato Previdenza Previdenza 30% 97% 50% Vicenza Vicenza Life Life Cattolica Cattolica Immobiliare Immobiliare 100% 70% Cattolica Cattolica Investimenti Investimenti SIM SIM TUA TUA Assicurazioni Assicurazioni Consolidated proportionally 33.33% Polo Polo Finanziario Finanziario Carried at equity Verona Verona Gestioni Gestioni SGR SGR 50% 25% Cassa Cassa di di Risparmio Risparmio di di San San Miniato Miniato Prisma Prisma Vegagest Vegagest SGR SGR 16.99% 20% B.P.Vi. B.P.Vi. Fondi Fondi SGR SGR 50% Carried at cost 50% Cattolica Cattolica - - BPVi BPVi Mediazione Mediazione Creditizia Creditizia 100% 70% Verona Verona Servizi Servizi Uni Uni One One Servizi Servizi TUA TUA Retail Retail Lombarda Lombarda Assicurazioni Assicurazioni 100% 30% 100% Non-life business Life business Financial services Operating services Real estate property services Banks Dormant, not authorized to carry out insurance activities as of December 31 st, 2007 Undergoing disposal 9

10 As of March 31 st, % UBI Banca Cassa di Risparmio di Fabriano e Cupramontana 17.24% 6.62% Banca Regionale Europea Banca Popolare S. Angelo 0.47% 6.38% Banca di Valle Camonica Emil Banca 0.14% 10

11 Consolidated accounting schedules 11

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13 INTERIM MANAGEMENT REPORT AS OF MARCH 31st, 2008 Company: CATTOLICA ASSICURAZIONI GROUP ( millions) BALANCE SHEET - ASSETS INTANGIBLE ASSETS Goodwill Other intangible assets TANGIBLE ASSETS Property Other tangible assets TECHNICAL PROVISIONS - REINSURANCE AMOUNT INVESTMENTS 14,612 14, Property investments Equity investments in subsidiary and associated companies and joint ventures Investments held to maturity Loans and receivables Financial assets available for sale 6,566 6, Financial assets valued at fair value stated in the income statement 7,094 7,791 5 SUNDRY RECEIVABLES OTHER ASSET ITEMS CASH AND CASH EQUIVALENTS TOTAL ASSETS 16,887 17,226 13

14 INTERIM MANAGEMENT REPORT AS OF MARCH 31st, 2008 Company: CATTOLICA ASSICURAZIONI GROUP ( millions) BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY SHAREHOLDERS' EQUITY 1,419 1, pertaining to the Group 1,325 1, Share capital Other equity instruments Capital reserves Net profit reserves and other equity reserves (Own shares) Reserve for net exchange differences Gains or losses on financial assets available for sale Other gains or losses recorded directly under equity Net profit (loss) for the period pertaining to the Group pertaining to third parties Capital and reserves pertaining to minority shareholders Gains or losses recorded directly under equity Profit (loss) for the period pertaining to minority shareholders PROVISIONS AND ALLOWANCES TECHNICAL PROVISIONS 13,540 13,752 4 FINANCIAL LIABILITIES 1,402 1, Financial liabilities valued at fair value stated in the income statement 1,267 1, Other financial liabilities PAYABLES OTHER LIABILITY ITEMS TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 16,887 17,226 14

15 INTERIM MANAGEMENT REPORT AS OF MARCH 31st, 2008 Company: CATTOLICA ASSICURAZIONI GROUP ( millions) INCOME STATEMENT ,1 Net premiums Gross premiums written Premiums transferred under reinsurance ,2 Commission income 1 3 1,3 1,4 Income and charges deriving from financial instruments valued at fair value stated in the income statement Income deriving from equity investments in subsidiary and associated companies and joint ventures ,5 Income deriving from other financial instruments and property investments Interest income Other income Realized gains Valuation income 0 0 1,6 Other revenues TOTAL REVENUES AND INCOME ,1 Net charges relating to claims Amounts paid and change in technical provisions Reinsurance portion ,2 Commission expense 4 3 2,3 Charges deriving from equity investments in subsidiary and associated companies and joint ventures 0 0 2,4 Charges deriving from other financial instruments and property investments Interest expense Other charges Realized losses Valuation loss 0 0 2,5 Operating expenses Commission and other acquisition costs Operating expenses relating to investments Other administrative expenses ,6 Other costs TOTAL COSTS AND CHARGES PROFIT (LOSS) FOR THE PERIOD BEFORE TAXATION Taxation NET PROFIT (LOSS) FOR THE PERIOD PROFIT (LOSS) FROM BUSINESS ACTIVITIES SUSPENDED 0 5 CONSOLIDATED PROFIT (LOSS) pertaining to the Group pertaining to minority shareholders

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17 Management Report 17

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19 Management Report The Cattolica Group The Group, which comprises eleven insurance companies, six service companies, a stockbroking company and a real estate property company, closed the first quarter of 2008 with consolidated profit of 13 million, down by 38.1% with respect to the same period last year. The quarter was characterized by the continuation of activities aimed at rationalizing the corporate structure and reducing costs. In particular, with reference: to the improvement of technical operations: during the first quarter activities were launched, necessary for reviewing the motor tariffs and launch of new retail elementary class products (health, accident & injury, home), some of which characterized by interesting margins of innovation; to the rationalization of the corporate structure and the reduction of costs: the programme continued with intensity for the integration of the organizational structures and IT systems; to the distribution capacity; there were numerous ordinary and extraordinary initiatives for enhancing the distribution capacity, launched during the first quarter. In detail, operations were launched for acquiring the availability, over the medium term, of a third sales channel, that of welfare and pension product advisors, which will flank the other two traditional and fundamental distribution forms of the Group: agents and banking partners. This will place the Group at the forefront with regard to distribution-related innovation in life business on the Italian market. By means of these specialized professionals, the Group will be in a position to offer customers optimum service products and solutions with an elevated value contribution. In fact, following the agreement with Barclays, the partnership with Azimut, the agreement for the acquisition of the UBI Assicurazioni business segment, which will permit TUA Assicurazioni to develop a new channel dedicated to non-exclusive business, by means of entering into a memorandum of agreement for the signing of an outline accord concerning the purchase/sale of the business segment represented by the Eurizon Vita welfare products networks, Cattolica achieved a new and important transaction denoting growth and consolidation of the business. The transaction with EurizonVita is in fact fully consistent with the selective growth policy focused on distribution and with maximum attention towards value and the safeguarding of the Group s assets. The consolidated result is essentially attributable to: the amount of direct business premiums written in the non-life classes, which decreased from 389 million in the first quarter of 2007 to 376 million (- 3.3%). This trend was accompanied by a drop in the claims ratio (claims to direct business premiums ratio) which came to 72.7% as against 77.1% as of December 31 st, 2007, while the commission ratio remained unchanged at 17.8%; the life business premiums, which rose from 647 million to 665 million, disclosing an increase of 2.8%, mainly attributable to the premiums of Vicenza Life and Berica Vita, consolidated as from September 2007 and taking into account that during the first quarter of 2007 premiums for 86.6 million were concentrated within Cattolica deriving from agreements with Banco Popolare, which was subsequently interrupted; financial operations which closed with a result, net of that deriving from financial instruments at fair value stated in the income statement, amounting to 63 million as against 55 million in the previous year (+ 14.6%). The result of overall financial operations came to -34 million, compared with 78 million 19

20 as of March 31 st, This performance was on the one hand affected by the highly negative trend of both the stock market and the lending market, and on the other hand also by the policy of requalifying the portfolio towards bonds with higher sustainable yields, in light of the generalized increase in spreads over approximately the next 6 months. Direct business premiums written were achieved as follows: agencies 36.8%, banks 39.7%, financial advisors 0.3%, brokers 11%, other channels 12.2%. Table 1 Key economic indicators ( millions) Amount % Change Gross premiums written ,10 Direct business - non-life ,34 Direct business - life ,10 Indirect business ,00 Investment policies Life ,75 Total premiums ,29 Net profit for the period ,75 Profit from discontinued operations ,00 Consolidated net profit for the period ,10 Group net profit for the period ,33 Table 2 Key equity indicators Change ( millions) Amount % Investments 14,998 15, Technical provisions 13,540 13, Financial liabilities relating to investment policies 1,286 1, Consolidated net shareholders' equity 1,419 1,

21 Table 3 Employees and sales network Change (number) Amount % Employees (1) 1,377 1, Direct network: Agencies 1,392 1, including non-exclusive agencies Partner networks: Bank branches 2,542 2, Financial advisors 1,643 1, Brokers (1) Full Time Equivalent As of March 31 st, there were a total of 1,392 agencies (- 4 with respect to the end of 2007), of which 123 nonexclusive, distributed as follows: 52.5% in Northern Italy, 24.7% in Central Italy and 22.8% in Southern Italy and the islands , , , , , , ,396 1, A 1, Canali distributivi Distribution channels Numero Number 2, , The number of bank branches which 0 0 distribute the Pension & Welfare 31/12/ /03/2008 Agencies Bank branches Fas Brokers Agenzie Sportelli Bancari Promotori Finanziari Broker products rose from 2,474 at the end of the previous year to 2,542 (+ 68) mainly as a result of the acquisition by Banca Popolare di Bari of 43 new branches of the Intesa Sanpaolo Group and 11 new branches of Banca Barclays. A BRIEF OUTLINE OF THE BUSINESS PERFORMANCE FOR THE PERIOD The Group by main financial statement aggregates Income statement Total premiums written came to 1,049 million, disclosing an increase of 0.3% with respect to March 31 st, last year. Gross consolidated premiums (which comply with the definition of insurance policy as per IFRS 4) as of March 31 st amounted to 926 million compared to 1,030 million in the corresponding period of the previous year, a decrease of 10.1%. Insurance premiums for the first three months of the year are reported in the table below, indicating the percentage on the total direct business and the percentage changes compared with the corresponding period of the previous year, together with the investment policies. 21

22 Table 4 - Total premiums written Classes Change ( millions) % of total % of total Amount % Other damage to assets 20 2, ,86 1 5,26 Assistance 3 0,33 4 0, ,00 Suretyship 3 0,33 3 0,29-0,00 Aircraft hulls - 0,00 - n.s. - Railway rolling stock - 0,00 0 0,00 - Ships (sea and inland water vessels) - 0,00 - n.s. - Land vehicle hulls 28 3, , ,67 Credit - 0,00 - n.s. - Fire & natural forces 20 2, , ,11 Accident and injury 33 3, , ,86 Health 25 2, , ,57 Goods in transit 1 0,11 - n.s. 1 Sundry financial losses 7 0,76 4 0, ,00 TPL - Aircraft - 0,00 0 0,00 - TPL - Land motor vehicles , , ,17 TPL -General 31 3, , ,89 TPL - Ships (sea and inland water vessels) - 0,00 - n.s. - Legal protection 3 0,33 3 0,29-0,00 Total non-life classes , , ,34 Class I , , ,33 Class III , , ,76 Class IV - n.s. - n.s. - Class V , , ,42 Class VI 3 0,33-0,00 3 Total life classes (1) , , ,10 Total direct business , , ,00 Indirect business ,00 Total insurance premiums ,10 Class I n.s. Class III n.s. Class V Class VI n.s. Total investment policies ,75 TOTAL PREMIUMS WRITTEN ,29 n.s. = not significant (1) Class I = Insurance on the duration of human life Class III = Insurance on the duration of human life linked to investment funds Class IV = Health insurance as per Art. 1, no. 1, letter d) of EEC Directive No. 79/267 dated March 5th, 1979 Class V = Capitalization transactions Class VI = Pension funds Non-life business with direct premiums totalling 376 million compared with 389 million in the previous year, featured a decrease of 3.3% attributable: 22

23 with regard to motoring business (- 11.5%), to the effects of the targeted portfolio selection action in certain geographic areas, the effects of the legislative innovations introduced, including the so-called Bersani decree and the rise in competitiveness and mobility of the portfolios which was seen by the entire market; with regard to non-motoring business (+ 13.2%), to the growth in certain classes (for example: health, accident & injury, fire and other damages to goods) partly as a consequence of the choice to rebalance the portfolio towards this segment and premiums written via bankassurance which disclosed an increase from 4 to 21 million. Consolidated premiums in direct business life classes increased by 2.8%: 665 million compared with 647 million in the same period of Insurance premiums for direct life business classes as of March 31 st, amounted to 542 million. Premiums classified as investment policies amounted to 123 million. In detail, the increase during the period is attributable to the Class V premiums which rose from 83 to 129 million and Class VI premiums which rose from 7 to 55 million. Other administration expenses amounted to 32 million, disclosing an increase of 3.2% when compared with the same period of In detail, the ratio of other administration expenses to total insurance premiums came to 3.1%, compared with 3% as of March 31 st, Financial operations closed with a result, net of that deriving from financial instruments at fair value stated in the income statement, amounting to 63 million as against 55 million in the previous year (+ 14.6%). The overall result from financial operations amounted to -34 million, compared with 78 million as of March 31 st, Net income from financial instruments valued at fair value stated in the income statement fell from 23 million to -97 million. Net income from other financial instruments rose from 55 to 66 million(+ 20%). The third quarter closed with Group profit of 10 million compared with 15 million as of March 31 st, Consolidated balance sheet Goodwill The item goodwill amounted to 180 million and was unchanged with respect to December 31 st, It includes the amount ascribable to the positive difference emerging at the time of elimination of the equity investments in companies included within the scope of consolidation, after charging the portion of fair value pertaining to the assets, the liabilities and the potential liabilities of the companies acquired, in accordance with section 36 of IFRS 3. This difference is recorded at cost net of any impairment according to section 54 of IFRS 3. Investments Investments (which include real estate property investments, equity investments in subsidiary and associated companies and joint ventures, loans and receivables, investments held to maturity, financial assets available for sale, financial assets valued at fair value, cash & cash equivalents and property used for operating purposes) at the end of the quarter amounted to 23

24 Table 5 - Investments 14,998 million, compared with 15,406 million as of December 31 st, 2007 (- 2.7%). Real estate property investments rose by 15 million as a result of the purchase by Cattolica Immobiliare of a property in Milan used as a Residential Care Home, financial assets at fair value recorded in the income statement fell from 7,791 to 7,094 million (- 9%), while financial assets available for sale rose from 6,186 million to 6,566 million (6.1%). ( millions) % of total % of total Amount % Change Property investments n.s. Property Equity investments in subsidiary and associated companies and joint ventures Loans and receivables Investments held to maturity Financial assets available for sale 6, , Financial assets valued at fair value stated in the income statement 7, , Cash and cash equivalents TOTAL 14, , Equity investments in subsidiary and associated companies and joint ventures The item includes equity investments in subsidiary companies excluded from the scope of consolidation and in associated companies over which the Group exercises a significant influence, which are carried at equity. During the period, the item underwent the following changes: Equity investments in subsidiary companies The item mainly comprises the costs of the equity investments in companies which are not significant (not material) for consolidation purposes: Verona Servizi, Lombarda Assicura, TUA Retail and Uni One Servizi. Equity investments in subsidiary companies amount to 5 million and were unchanged with respect to the previous year. Equity investments in associated companies The item, amounting to 122 million, includes the equity investments carried at equity, over which the Group exercises a significant influence. The decrease of 1 million (-0.8%) is mainly attributable to the impact on the results and the shareholders equities deriving from the application of the IAS/IFRS standards. Financial investments As can be seen in the following table, financial investments include the financial instruments disciplined by IAS 39: investments held to maturity, loans and receivables, financial assets available for sale and financial assets valued at fair value recorded in the income statement. Investments held to maturity All the financial assets, excluding derivatives, with a pre-established maturity and payments which are fixed or can be determined, which the Group intends to or has the ability to hold until maturity, are classified in this category. As of the end of the quarter, the investments held to maturity amounted to 52 million and 24

25 represented 0.4% of total financial instruments disciplined by IAS 39 included under investments. Loans and receivables The assets with a pre-established maturity and payments which are fixed or can be determined, not listed on active markets, which are not recorded in any of the other categories, are classified in this category. Specifically, the category includes all the loans and financing, the deposits from re-insurers with transferring companies and bonds not listed on active markets. As of the end of the period, loans and receivables amounted to 757 million, (+ 7.8% with respect to the end of the previous year), and represented 5.1% of total financial instruments disciplined by IAS 39 included under investments. Financial assets available for sale This category includes all the financial assets, valued at fair value, other than derivative instruments, both debt instruments and equities, which are not classified in the other categories and are disciplined by IAS 39. Specifically, this category comprises the equity investments deemed to be strategic in companies which are not subsidiary or associated companies, whose fair value derives from prices taken from active markets, or, in the case of securities not listed on active markets, from commonly applied valuation methods. Specifically, the valuation methods adopted were chosen taking into account the pertinent sector. As of the end of the quarter, financial assets available for sale amounted to 6,566 million (+ 6.1%) and represented 43.8% of total financial instruments disciplined by IAS 39 included under investments. Financial assets valued at fair value stated in the income statement This category comprises the classification of financial assets, including derivatives, held for trading and those designated by the Group as valued at fair value, with a balancing entry in the income statement. Specifically, besides assets held for trading purposes, the item also includes the financial assets valued at fair value recorded in the income statement relating to : insurance or investment policies issued by the Group whose investment risk is borne by the policyholders; the management of pension funds. As of the end of the quarter, financial assets valued at fair value recorded in the income statement amounted to 7,094 million (- 9%) and represented 47.3% of total financial instruments disciplined by IAS 39 included under investments. Technical provisions Non-life technical provisions (premiums and claims) amounted to 3,123 million, compared with 3,147 million as at December 31 st (- 0.8%) Life technical provisions (actuarial provisions inclusive of shadow accounting) totalled 10,189 million, compared with 10,375 million allocated at the end of the previous year. Also taking into account financial liabilities relating to investment policies, the technical provisions and 25

26 deposits relating to life business amounted to 11,475 million ( 11,735 million as of December 31 st, 2007). Life technical provisions include the shadow accounting provision, negative for -57 million, to take into account the share of latent gains and losses on assets in segregated funds ascribable to policyholders. Shareholders equity Consolidated shareholders equity at the end of the first quarter came to 1,419 million compared with 1,457 million at the end of the previous period (-2.6%), of which 1,325 million pertained to the Group and 94 million pertained to minority shareholders. EQUITY AND FINANCIAL OPERATIONS Share investments Financial operations followed the prudent approach of the Group, with the aim of optimising the risk/return profile, in line with the objective set by the commitments undertaken vis-à-vis policyholders. During the first quarter, the investment policy continued with regard to the accomplishment of the diversification of the risk of financial instruments present in the portfolio. With regard to non-life business, the financial duration of the bond component was kept low, in response to the choices made by the European Central Bank for restriction of the monetary policy. In relation to life business, the same strategy of containing the financial duration of the assets was applied, albeit at higher levels than for the non-life portfolio in order to take into account the ALM restrictions (Asset Liability Management, instrument which indicates the financial risk deriving from differences between the maturities of the assets and those of the commitments undertaken with the policyholders). During the quarter, continuing with the strategic choice adopted during the second half of 2007, in the face of an expansion in the lending spreads, due to the crisis linked to American subprime mortgage loans, measures were taken on the bond market with the allocation in the life and non-life portfolios of floating rate financial instruments linked to European interest rates with high minimum guaranteed fixed rates against issuer risk ratios, particularly interesting issue return. The share component of the life and non-life portfolios remained more or less constant during this first quarter. The portfolio is essentially denominated in Euro with a residual presence of securities denominated in US dollars. The issuers mainly place in Europe, with diversification in the north American area. There were no investments ascribable to developing countries. There are no securities in the Group portfolios linked in any way to sub-prime mortgages. 26

27 SIGNIFICANT TRANSACTIONS DURING THE FIRST QUARTER The significant transactions carried out in the first quarter are illustrated below. Group and companies In order to ensure constant observance of the capital adequacy conditions, on January 18th Cattolica Investimenti SIM was recapitalized for a total amount of 1 million, achieved via the payment into the share capital account of 700 thousand by the Parent Company and 300 thousand by Duomo Uni One Assicurazioni. On February 20 th, 2008, Cattolica Immobiliare finalized the purchase of the property used as an old people s nursing home in Via Trilussa, Milan, at a price of million. On February 20 th, 2008 the extraordinary meeting of the shareholders of Cattolica IT Services S.r.l. met and resolved the transformation of the company into a joint-stock consortium. A new version of the Articles of Association was thus approved, comprising thirty-two articles. The transformation into a joint-stock consortium resolved by the shareholders meeting will be effective once the legal deadline of 60 days from registration of the transformation resolution with the Verona Companies Register has elapsed; this is the deadline within which the company s creditors have the right to oppose the transformation. On February 21 st, 2008 the extraordinary shareholders meeting of di.ca met and resolved a share capital increase against payment for a total of 18,180, via the issue of 3,636 ordinary shares with a par value of 5 each, allocated to the shareholders in proportion to the shareholding owned and in other words to the extent of 274 ordinary shares for Duomo Uni One Assicurazioni, against a payment of 1,370, and 3,362 ordinary shares for Cattolica, against a payment of 16,810. The shareholders therefore took steps to fully pay in the increase in question at the same time. The same extraordinary shareholders meeting also resolved the transformation of the company into a joint-stock consortium As a consequence of these transactions, what is more, a new version of the Articles of Association has been approved, comprising thirty-two articles. The transformation into a joint-stock consortium resolved by the shareholders meeting will be effective once the legal deadline of 60 days from registration of the transformation resolution with the Verona Companies Register has elapsed; this is the deadline within which the company s creditors have the right to oppose the transformation. On March 12 th, 2008 the Parent Company and Azimut Holding S.p.A. signed a letter of intent for the purchase by the latter of 14.99% of the share capital of Cattolica Investimenti Sim. The value of the transaction was established as a maximum of 448 thousand, in relation among other aspects to the assets managed as of January 31 st, 2008; the signing of the purchase/sale agreement is envisaged by the end of April, and will be effective subject to obtaining prior authorization from the Bank of Italy. 27

28 EVENTS FOLLOWING THE END OF THE QUARTER On April 16 th, Cattolica entered into an important agreement which envisages the acquisition via the subsidiary Tua Assicurazioni, of an entire business segment from Ubi Assicurazioni dedicated to insurance services: a network made up of 50 agencies located mainly in northern regions. The value of the transaction, whose efficacy is dependent on authorization from ISVAP and the Anti-trust Authority, has been established as 5 million. On April 18 th, Cattolica and EurizonVita (Intesa Sanpaolo Group) entered into an important memorandum of understanding aimed at the signing of an outline agreement concerning the purchase/sale of a business segment made up of a network of welfare and pension advisors belonging to EurizonVita. In detail, the memorandum envisages that Cattolica Previdenza, a special purpose company of the Cattolica Assicurazioni Group, in which the same Cattolica will hold 80.1% and EurizonVita following subscription of the share capital increase 19.9%, will acquire from the latter the business segment involved in the sale of life and welfare products via a specialized network of pension and welfare advisors. The efficacy of the transaction is subordinate to the issue of authorization by the competent authorities. Cattolica s shareholders meeting held on April 19 th, authorized the Board of Directors to purchase and sell own shares which will involve a maximum number of 1,030,245 shares, equal to 2% of the share capital, for a maximum total equivalent book value of the own shares in the portfolio of 40,000,000, for a period of 18 months as from the date of the shareholders meeting resolution. On May 6th and 9 th, respectively, the Boards of Directors of Cattolica IT Services SCPA and dica SCPA approved the project for the merger via incorporation of dica within Cattolica IT Services. Since the merger takes place between two companies whose shareholding structure, at the time of merger, will be identical with regard to the identity of the shareholders and the interest holdings, it will not give rise to an exchange. With regard to the letter of intent signed on March 12 th, by the Parent Company and by Azimut Holding S.p.A., on May 9 th, the preliminary purchase/sale agreement was signed subject to the abeyance condition relating to attainment of the necessary authorizations per party from the competent supervisory authorities. As of the same date, a shareholders agreement was also entered into with the aim of disciplining the joint-holding of the Parent Company and Azimut Holding in the share capital of Cattolica Investimenti SIM. On May 12 th, following the transformation of the companies Dica and Cattolica IT Services into joint-stock consortiums, the Parent Company proceeded to transfer, in favour of the Group companies which benefit or will benefit from the services offered by the two companies in question, an equity investment in the afore-mentioned companies equating to 1% of the share capital of the same at a price calculated on the basis of the shareholders equity as of December 31 st,

29 1,200 1, / OTHER INFORMATION Human resources As of March 31 st, the Group employee headcount included 1,437 staff, compared with 1,478 as of December 31 st. The workforce comprises 37 executives (- 2 compared with December 31 st ), 209 officials (- 9) and 1,191 office workers (- 30). The number of full time equivalent employees totalled 1,377 compared with 1,415 as of December 31 st, /12/07 31/03/08 Dipendenti Numero Impiegati Funzionari Dirigenti Performance of Cattolica stock During the period January 1st March 31 st, Cattolica shares disclosed a minimum price of and a maximum price of The capitalization of the stock on the market as of March 31 st came to 1,595 million. Cattolica stock performance in 2008, having been affected by the uncertainty of the financial markets, registered a drop of -11.6%, compared with a 9.7% drop in the Italian insurance index and 16.9% on the S&P Mib index. Following the presentation of the Strategic Plan (January 28 th, 2008 March 31 st, 2008), Cattolica disclosed a performance of % compared with the S&P Mib at 7.65% and the Mib Insurance at - 1.4%. The average of Cattolica volumes traded as of March 31 st, 2007 came to 109,647 shares. OUTLOOK FOR BUSINESS ACTIVITIES Over the next few months, it is expected that the agreements with UBI Assicurazioni and Eurizon Vita, already described at the beginning of the report, will be defined and the extraordinary transactions partly aimed at rationalizing the corporate structure will be completed. In the non-life classes, a continuation of the current trends is foreseeable, on a consistent basis with the evolution of the requirements of families and businesses for security, involving positive growth in the elementary classes partly thanks to the development of bank-assurance activities and sharp competitive pressure in the motor class. As regards the life classes, as a result of new bank-assurance agreements, which will be fully operative by the end of 2008, it is believed that the growth lines outlined will be achieved. Within a scenario characterized by high market rates, the financial operations of the Group will proceed according to a management approach supplemented by the combined effect of this rise on returns and on securities prices. 29

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