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Reports 2021

Letter from the Chairman

Letter from the Chairman

Dear shareholders,
2021 was a very significant year in Cattolica Assicurazioni’s growth path.

Since last May, the newly formed Board of Directors, which I have the honour of chairing, has been entrusted with the task of guiding the corporate and industrial evolution of one of the most important insurance companies in Italy in terms of history and size. As Directors, we are aware that we have a great past behind us and it is on this solid foundation that we have configured the future of the Company. The strategic governance and control activity of the Board of Directors was therefore developed with the aim of preserving the strengths and distinctive features of Cattolica and its subsidiaries and of increasing their value, by leveraging the professional and human qualities of management, employees, Agents and collaborators. You will see numerous positive examples of this by consulting these Financial Statements.

During the course of the year, the drive to develop governance and the industrial initiatives provided mutual impetus, propelling Cattolica towards an important new dimension. Looking back, the first step of this path was the definition in June 2020 of the strategic partnership agreement signed with Assicurazioni Generali, by virtue
of which Cattolica was transformed into a joint-stock company with effect from April 1st, 2021. The second, decisive step was Assicurazioni Generali’s subsequent Public Tender Offer for all Cattolica’s shares, which took place at a price of € 6.75 per share. In the best interest of all shareholders, the Board of Directors - after having taken note of the Offer and having taken into account the fairness opinions expressed by the financial advisors - deemed the Offer to be congruous from a financial point of view and tendered all the own shares held by Cattolica.

The benefits of the transaction, aimed at creating value, have been highlighted by several parties. For example, as a direct consequence of the result of the PTO, Standard & Poor’s raised Cattolica Assicurazioni’s rating to A- with a positive outlook and raised the rating of its bond issues to BBB, while AM Best assigned it a Financial Strength Rating of A (Excellent) and a Long-Term Issuer Credit Rating of “a+” (Excellent), with a stable outlook. At the same time, the improvement in Cattolica’s solvency margin led us to submit, for the assessment of IVASS, the elimination of the need to proceed with the execution of the second tranche of the share capital increase. Following the successful conclusion of the PTO, Cattolica is now a stronger and more solid company within a leading international insurance Group that is Generali.

In parallel with corporate events, Cattolica and its people have been able to meet customers’ expectations, working arduously and dependably to protect the well-being of the communities in which we operate, while contributing to the achievement of excellent financial performances. In fact, never before, on the margins of a complex crisis such as that triggered by the pandemic and in light of the serious events linked to the war in Ukraine, has it been evident how much economy and society are interconnected and how important it is to operate in a way that reconciles ethics and business. They all deserve my heartfelt thanks.

The path briefly outlined here and the results achieved allow me to declare that, in all respects, we are making Cattolica a stronger company than it was when we found it, in the best interest of shareholders and all stakeholders. In light of this, at the end of the financial year the Board of Directors decided to propose to the Shareholders’ Meeting to return to distributing a dividend to shareholders, for the amount of € 0.15 per share. 

Davide Croff
Chairman

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Letter from Managing Director

Letter from Managing Director

Dear shareholders,
The Financial Statements you are about to read come at the end of a year marked by the relaunch of the country’s economic and social activities, with a GDP that is growing strongly and a broad and widespread distribution of the Covid-19 vaccine. These initial signs of recovery, encouraged and supported by EU and government measures, are now threatened by an extremely tense and complicated context due to inflationary market pressures. The geopolitical tensions on the borders of Europe in recent years have resulted in a terrible conflict in Ukraine with serious human and social consequences. The war seriously threatens our freedom and the world’s balance, as well as generating strong pressure on the cost of energy and raw materials.

In spite of the complex and articulated situation in which we operated, Cattolica achieved very positive results, throwing away the guidance in relation to operating income, which stood at € 300 million. This figure summarises the great work carried out by Cattolica’s management team and people - employees and distribution networks - and confirms the validity of the choices we have made.

Total premiums written recorded significant growth of 9.8% to € 5.2 billion, up in both business classes and particularly in Life, which posted a remarkable +16.6% thanks to strong growth in Unit Linked. At the same time, we maintained a high level of technical excellence, with a combined ratio still below 90%, only a modest increase compared to the previous year, which as you know had recorded a sharp drop in claims frequency due to the pandemic restrictions.

The Group’s net profit, despite discounting write-downs of € 164 million, improved significantly to € 96 million, while adjusted profit, including the capital gain on the sale of Lombarda Vita, came to € 253 million compared with € 192 million in the previous year. Cattolica Assicurazioni’s equity solidity profile was also excellent, with a Solvency II ratio of 203% after the distribution of the planned dividend.

As you may recall, in June 2020, at the launch of the partnership with Generali, we activated a number of business initiatives in 4 strategic business areas: Asset Management, Reinsurance, IoT and Health. The project streams developed in line with the planned schedule, generating value for customers, distribution networks and stakeholders. Following the successful conclusion of the PTO, the partnership has now evolved into a closer operational integration, aimed at simplifying processes and developing synergies between the two entities. The principles guiding our integration into the Generali Group are growth, the creation of value and the well-being of the communities in which we operate, and this is even more true today, in light of these results, which confirm that we are one of the leading players in the sector.

Finally, let me say a few words about the sustainability initiatives undertaken by Cattolica and its subsidiaries, of which I am very proud. In recent years we paid increasing attention to the various aspects of sustainability, updating our approach to environmental, social and governance issues. An independent and authoritative operator such as Standard Ethics judged our strategy to be consistent with the voluntary guidelines of the UN, OECD and European Union, raising Cattolica Assicurazioni’s rating to “EE-” from the previous “E+” and reconfirming its assessment at the beginning of this year.

As the figures in this Financial Statements show, Cattolica is already a virtuous and profitable company, capable of doing business in a sustainable manner. Nevertheless, there is still a lot of potential that we are capable of expressing and I am sure that, thanks to the new corporate structure and the commitment of our people, the Cattolica of the future will continue to exceed the expectations of all our stakeholders.

Carlo Ferraresi
Managing Director

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Highlights of Cattolica and its subsidiaries

As at December 31st, the consolidation scope comprised the insurance Parent Company, eight insurance companies, of which a reinsurance company, a holding company, a real estate services company, seven service companies, two companies in the agricultural-real estate sector and six real estate funds.

Total premiums written
5,166
€ mln (+9.8%)
Operating result
300
€ mln (-14.7%)
Consolidated profit
108
€ mln (+52.9%)
Operating ROE
7.3%
(-1.3 pp)
 
Our People
1,789
(-0.4%)
760 (+1.2%)
WOMEN
1,029 (-1.5%)
MEN
Our Customers 1
3,362,611
(-2.2%)
 
(1) he number of customers does not include Vera brand companies.
 
NON-LIFE SEGMENT
Gross premiums written - direct non-life business
2,134
€ mln (+1.4%)
Operating result
248
€ mln (-10%)
Combined ratio of retained business
89.1%
(+2.3 pp)
 
LIFE SEGMENT
Gross premiums written - direct life business
3,008
€ mln (+16.6%)
Operating result
55
€ mln (-30.8%)
 
OUR DISTRIBUTORS
1,828 (-1.2%)
AGENTS
1,326 (-2.5%)
AGENCIES
5,314 (-10.8%)
BRANCHES
 
 

Data and Graphics

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    2017 2018 2019 2020 2021
KEY ECONOMIC INDICATORS DATA EXPRESSED IN MILLIONS          
Total premiums written   5,008.2 5,793.1 6,944.4 4,705.1 5,165.8
Gross premiums written - direct business non-life   2,015.1 2,103.9 2,156.9 2,103.5 2,133.7
Gross premiums written - direct business life   2,979.4 3,671.7 4,771.7 2,579.6 3,008.5
Operating result   205.6 292.4 301.5 352.1 300.3
Consolidated net profit for the period   56.1 136.6 103 70.6 108
Group net profit for the period   41.1 106.9 75.1 36.4 95.9
    2017 2018 2019 2020 2021
KEY EQUITY INDICATORS DATA EXPRESSED IN MILLIONS          
Investment   23,284.5 31,501.7 33,401.5 24,456 25,388.1
Technical provisions net of reinsurance amount   19,969.2 28,261.8 30,272.8 22,114.3 22,587
Consolidated shareholders’ equity   2,107.5 2,255.3 2,351 2,613.3 2,840.8
Shareholders’ equity pertaining to the Group   1,845.3 1,779.9 1,893.6 2,140.2 2,408.3
    2017 2018 2019 2020 2021
KEY GROUP RATIO DATA EXPRESSED IN THE PERCENTAGE          
Combined ratio for retained business   94.7 93.4 94.3 86.8 89.1
Operating ROE   6.2 7.5 7.9 8.6 7.3
    2017 2018 2019 2020 2021
GROUP'S MARKET SHARE DATA EXPRESSED IN THE PERCENTAGE          
Total market share   3.8 4.3 4.9 4.2 3.6
Life business market share   3 3.6 4.5 3.5 2.7
Non-life business market share   6.2 6.4 6.3 6.3 6.2

Headcount and sales network

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Total headcount

2017 2018 2019 2020 2021
1,579 1,692 1,778 1,796 1,789

Full time equivalent headcount

2017 2018 2019 2020 2021
1,517 1,631 1,717 1,746 1,740

Agencies

2017 2018 2019 2020 2021
1,494 1,444 1,395 1,360 1,326

Bank branches

2017 2018 2019 2020 2021
5,064 6,054 6,075 5,960 5,314

2021 Significant Events

FEBRUARY

With reference to the capital increase approved by the Shareholders’ Meeting of June 27th, 2020, on February 11th, the Board of Directors resolved, after informing the Supervisory Authorities in advance, to postpone until July 31st, 2021, the final deadline for execution of the second tranche of the capital increase for the remaining € 200 million.

MARCH

On March 5th, Banco BPM and Cattolica Assicurazioni announced that they had reached an agreement by which their respective differences were resolved and the terms and methods for adjusting and continuing the partnership in the bancassurance sector and the related exit rights were defined, thus combining their respective interests and taking into account the changed economic context. On April 16th, the parties signed the final agreements, in line with what was agreed on March 5th.

APRIL

On April 1st, following the shareholders’ resolution of July 31st, 2020, the transformation of Cattolica from a co-operative to a jointstock company and the related adoption of a new text of the Articles of Association became effective.

On April 7th, Cattolica’s Board of Directors approved the plan for the merger by incorporation of ABC Assicura S.p.A. and Berica Vita S.p.A.. Having obtained the necessary authorisations from the competent Authorities, on August 5th, Cattolica’s Board of Directors resolved the merger by incorporation of ABC Assicura S.p.A. and Berica Vita S.p.A. into Cattolica itself, whose merger deeds were formalised on December 3rd and recorded on December 27th with the competent Verona Companies’ Register: the aforementioned mergers took effect as from 11:59 p.m. on December 31st, 2021, with accounting and tax effects prior to January 1st, 2021.

On April 12th, implementing the binding agreement entered into, in December 2020, with UBI Banca concerning the early termination, with respect to the deadline of June 30th, 2021, of the life bancassurance agreements between the parties, the sale of the equity investment held by Cattolica in Lombarda Vita was carried out in favour of Intesa Sanpaolo S.p.A., which succeeded UBI Banca as a result of the merger completed on the same date. As provided for in the agreements, the equity investment was sold for € 299.8 million: the purchaser paid Cattolica € 219.8 million. The remaining balance of € 80 million was paid at the same time as repayment of the loan outstanding at the time in favour of Cattolica for the same amount following receipt of the necessary authorisations from IVASS. Following completion of the transaction, Cattolica achieved a capital gain from the disposal of around € 104 million net of tax in the 2021 consolidated financial statements and approximately € 60 million in Cattolica’s statutory financial statements.

MAY

On May 14th, the Ordinary Shareholders’ Meeting of Cattolica Assicurazioni was held, which approved:

  • the new Shareholders’ Meeting Regulations regarding the transformation of Cattolica into a joint-stock company;
  • the 2020 financial statements and the accompanying reports, with consequent and correlated resolutions;
  • the determination of the number of members of the Board of Directors at 15 for the financial years 2021 – 2023 pursuant to Article 19 of the Articles of Association;
  • the appointment of the members of the Board of Directors, including the members of the Management Control Committee for the financial years 2021-2023;
  • the determination of the remuneration of the members of the Board of Directors and of the Management Control Committee as well as the related attendance fee for the financial years 2021-2023;
  • the Report on the remuneration policy and on compensation paid;
  • fee plans based on financial instruments;
  • the authorisation to purchase and sell own shares in accordance with the law.

 

In May, the Board of Directors of Assicurazioni Generali approved the promotion of a voluntary Public Tender Offer (PTO) for cash on all the ordinary shares of Società Cattolica di Assicurazione S.p.A., including own shares, minus the shares already held by Generali.

JUNE

Following the launch of the PTO promoted by Assicurazioni Generali on May 31st, 2021, Cattolica, on June 7th, resolved to postpone the execution of the second tranche of the capital increase for the remaining € 200 million to a date subsequent to the closing of the aforementioned offer.

SEPTEMBER

On September 28th, Assicurazioni Generali announced, pursuant to Article 38, paragraph 2, of the Issuers’ Regulations, that it had published the Offer Document. Pursuant to Article 40 of the Issuers’ Regulations, the enrolment period, agreed with Borsa Italiana S.p.A., started at 8:30 a.m. (Italian time) on October 4th, 2021 and ended at 5:30 p.m. (Italian time) on October 29th, 2021 (extremes included).

OCTOBER
 

On October 29th, Generali announced, pursuant to Article 36 of the Issuers' Regulation, the closure of the so callerd enrolment period of PTO.

  
NOVEMBER

On November 4th, Assicurazioni Generali communicated, pursuant to Article 41, paragraph 6, of the Issuers’ Regulations, the final results of the PTO: during the enrolment period, 138,842,677 Shares were offered, equal to approximately 79.660% of the Shares subject to the Offer and 60.803% of Cattolica’s share capital. Therefore, taking into account the 138,842,677 Shares offered and the 54,054,054 Shares already held by Generali, as a result of the settlement of the Offer, Generali came to hold a total of 192,896,731 Shares, equal to 84.475% of Cattolica’s share capital.

Consequently, Cattolica formalised, at the Companies’ Register, the subjection of the Company to the management and coordination of Assicurazioni Generali S.p.A..

DECEMBER

Cattolica’s Board of Directors, which met on December 3rd, 2021, having acknowledged the positive outcome of the PTO launched by Assicurazioni Generali and the simultaneous increase of the value of almost all the own shares previously held by Cattolica, with a consequent further improvement in Cattolica’s solvency margins, resolved to submit to IVASS for assessment the fact that it is no longer necessary to proceed with the execution of the second tranche of the increase in share capital under option of € 200 million.

On December 23rd, Cattolica’s Ordinary Shareholders’ Meeting, on the basis of the aforementioned opinion and recommendation formulated by the Management Control Committee, resolved the consensual early termination of the appointment of PricewaterhouseCoopers S.p.A. as independent auditors and the simultaneous appointment for the 2021-2029 nine-year period of the independent auditors BDO Italia S.p.A.. Similar resolutions were taken by the subsidiaries by the end of 2021.

On December 27th, the French group Inter Mutuelles Assistance formalised the exercise of its purchase option on 35% of the share capital of IMA Italia Assistance S.p.A. and a 10% of the capital of Ima Servizi S.c.a.r.l.. This option, provided for by the agreements signed in 2018 for the possibility of change of control of Cattolica, was exercised following the completion of the Generali PTO.