On February 6th, and July 4th, the acquisition by Estinvest S.r.l. of 31% and 49% respectively of All Risks Solutions S.r.l. (“ARS”), a Rome-based insurance brokerage company, was completed, for € 33 thousand and € 43 thousand.

 

On March 25th, Cattolica and Inter Mutuelles Assistance S.A. announced that they had completed the closing of the transaction, which involves the entry of Cattolica into IMA Italia Assistance S.p.A. with a 35% shareholding, achieved through the subscription of a reserved share capital increase against payment for a total amount of € 8.58 million. Through this partnership, Cattolica and the IMA Group put their industrial competence together, providing momentum to the growth of IMA Italia Assistance S.p.A., which from April 1st onwards has been the new sole provider of the assistance services offered by the Group’s networks.

On April 13th, the ordinary Shareholders’ Meeting of Cattolica Assicurazioni was held and approved all items on the agenda, including the proposal of the Board of Directors concerning the draft 2018 Financial Statements, to distribute a dividend of € 0.40 per share, based on the 2018 Financial Statements. The Shareholders’ Meeting, based on the new Articles of Association approved by the Shareholders’ Meeting of April 28th, 2018, appointed the members of the Board of Directors for the threeyear period 2019-2021. The directors Giovanni Glisenti, Cesare Brena and Federica Bonato were also appointed as members of the Management Control Committee for the threeyear period 2019-2021, with Giovanni Glisenti as chairman. The Meeting also resolved with regard to the determination of the related fees. In accordance with IVASS regulation No. 38 dated July 3rd, 2018, the Shareholders’ Meeting approved the Remuneration Policies for the year 2019 with reference to the Group and to Cattolica relating to the directors and officers, the key personnel and other parties contemplated as recipients of general principles by said Regulation. Following the entry into force of this regulation, the Shareholders’ Meeting approved the revision of the 2018-2020 Performance Share Plan, already approved by the Shareholders’ Meeting of April 28th, 2018.

The Boards of Directors of Cattolica and ICCREA Banca, which met on July 3rd and 5th, 2019 respectively, resolved the renewal of the bancassurance partnership and the terms of the shareholding reorganisation of the joint ventures BCC Vita S.p.A. and BCC Assicurazioni S.p.A., formalising the related contracts on July 12th, 2019. On July 29th, Cattolica closed the purchase, from ICCREA Banca, of 19% of the share capital of the subsidiaries BCC Vita S.p.A. and BCC Assicurazioni S.p.A., thus increasing its own shareholding in both companies from 51% to 70%, for a total price of € 42.5 million. At the same time, a new shareholders’ agreement relating to the governance of the same companies and a new commercial bancassurance agreement were signed for the continuation of activities for the brokerage of insurance products of the joint ventures through the co-operative lending banks belonging to the newly established ICCREA Banca Co-operative Banking Group, with the assumption, by the parent company ICCREA Banca, of specific promotion commitments. Upon expiration, scheduled for December 31st, 2022, the agreements will be automatically renewed for additional periods of 12 months, without prejudice to the possibility of renegotiating its contents and duration or, alternatively, to terminate the partnership through the exercise of symmetrical call and put options.

 

On October 31st, Cattolica’s Board of Directors revoked the Managing Director Alberto Minali’s operating powers and, after consulting the Appointments Committee, granted all powers to the General Manager, Carlo Ferraresi.

 

On December 10th, 2019, Cattolica signed a binding agreement for the acquisition of 40% of Cattolica Life DAC from Banca Popolare di Vicenza, in compulsory administrative liquidation. This acquisition follows the binding agreement signed on November 7th between Cattolica and the reinsurance group Monument Re concerning the sale of 100% of Cattolica Life DAC.

The entire transaction is expected to be completed by the first half of 2020 and is subject to the issue of the necessary authorisations by the competent authorities. The sale of Cattolica Life is part of the wider context of rationalisation and simplification of the Cattolica Group.

On December 12th, as part of the corporate reorganisation of Specialty Lines, the following transactions were completed, at market conditions:

• transfer in favour of the Luxembourg subsidiary CattRe S.A. of the interest held in Estinvest S.r.l., equal to 100% of the share capital;
• transfer in favour of Estinvest S.r.l. of the shares held in Satec S.r.l. (equal to 15.87%) and All Risk Solutions S.r.l. (equal to 20%).

The transfers are part of the development of the Specialty Lines project, in line with the guidelines of the Business Plan and with the objective of perfecting the layout of the deputy corporate structure, grouping all the MGAs into a single set dedicated to special risks, at the top of which CattRe S.A. is positioned.

On December 18th, Cattolica subscribed 70 Equity Financial Instruments with a nominal value of € 100,000 each, issued by H-FARM S.p.A. on December 14th, paying on the same date a total consideration of € 7 million. Even though the transaction did not affect the quota of ordinary shares held in H-FARM S.p.A., which remained unchanged and equal to 4.49%, Cattolica considered that all the relationships with the investee company, following the subscription of the Equity Financial Instruments, entailed its qualification as a related party.