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Harsh letter to the shareholders of the CEO of Generali, Giovanni Perissinotto: "irritual board of directors: I will not resign"

THE COMPLETE TEXT OF PERISSINOTTO'S LETTER – “I am incredulous. Irregular Board. Mediobanca believes it has special rights over Generali but for me the independence of the Company is everything. Piazzetta Cuccia's suspicions are irrational and it is absurd to destabilize Generali. We loyal supporters of the Italian public debt. There is no reason to resign."

Harsh letter to the shareholders of the CEO of Generali, Giovanni Perissinotto: "irritual board of directors: I will not resign"

Distinguished advisers

I have taken note of the forthcoming convocation of our board of directors by the President in the presence of a claimed and unspecified urgency and with the indication of an agenda that refers to the provisions of the civil code in a completely generic and indeterminate manner .

In the light of a meeting to which I was summoned last Wednesday by the Chairman and Chief Executive Officer of Mediobanca, I can imagine, at least partially, that the discussion of the next board will concern a motion of no confidence expressed by the aforementioned shareholder in me as CEO of Generali.

I therefore want to provide you all with information on the subject of discussion in question, so that - at least in part - the procedural flaw characterized by an informal convocation of the board can be filled and you can therefore - albeit partially - be put in the condition to discuss and deliberate in a conscious and informed way.

First of all, I express my disbelief because – in such a challenging and delicate moment both for Assicurazioni Generali and for the country of which Generali is an important part of the financial system – our relative majority shareholder deems it appropriate or advisable to once again put its interests above those of the Company, its policyholders, its employees and the vast majority of its shareholders.

Although over the years I have reluctantly acknowledged that Mediobanca believes it has special rights over the fate of this Group, I am still incredulous at what the Mediobanca shareholder communicated to me last Wednesday, i.e. that the directors over whom said shareholder deems wield special influence they would no longer trust my leadership. The idea of ​​putting the protection of my personal position above the interests of Assicurazioni Generali is far from me. Anyone can acknowledge that in the now decades of service in this Company I have never confused what was good for me or for the Group.

I expect to be challenged that the performance of the Generali share has recently been unsatisfactory. And I can only share this point. However, even the most superficial analysis will tell you that this is not the result of management errors, but is directly linked to the markets perception of our historic, current and significant exposure to Italy and to the fact that we have been and remain loyal supporters of the sovereign debt of the Italian government. Proof of this can be obtained from a comparison with the results of our main competitors who, as everyone knows, have benefited from huge injections of their own resources, unlike our Company which, also and above all at the behest of its reference shareholder , did not want to choose this path. Wanting to give explanations different from this would be intellectually dishonest.

I would also like to remind you that in all these years and even in recent times, various attempts by Generali's management to diversify our risk towards the new areas of the world with higher growth have been hampered by the reference shareholder. My impression is that this happened not so much out of concern about the future of Generali but rather because this could have led to a dilution in our shareholding and reduced the influence on the Group of the shareholder Mediobanca, in the light of its evident unwillingness to sign a capital increase.

I know that the independence that I, together with management, have always tried to pursue has sometimes been of little help to the systemic role that some believe Mediobanca should play in our country. But I have always considered this problem as our shareholder's problem and not ours. However, it is clear to me that, in recent times, this independence of spirit and action has provoked an irrational suspicion on the part of Mediobanca's management.

I am obviously referring to the current transaction between Unipol and Fonsai which Mediobanca is sponsoring. While I have serious doubts about the strategic vision of this operation, not only because of the disturbing evidence that certainly cannot be ignored concerning the financial health of the one who should be the savior; contrary to what appears to be the conviction of Mediobanca's top management, I do not believe that it would be correct for me to be involved in any way in the Fonsai affair. In any case, it is clear that the erroneous belief that I have in some way helped - or more precisely I have not exercised my influence to avoid the participation of a party in transactions that "threaten" vital interests for Mediobanca - is at the origin of the motion of no confidence moved in my position as CEO of Generali. I have no doubts that from our reference shareholder he has already identified a "presentable" candidate to cover the position of CEO in Generali and chosen from outside our Group. However respectable this person may be, his choice cannot help but be "polluted" by the fact that his appointment is dictated by logics that prescind from business evaluations.

In conclusion, I want to tell all of you directors that I have no intention of accepting the motion of no confidence advanced to me by the shareholder Mediobanca and of submitting my resignation from the position of Group Chief Executive. This for the simple reason that there is no objective reason to do so; actually, in the light of what I wrote earlier, there is every reason not to do it. Considering the extremely volatile scenario in which we are operating – with some success, I might add – I simply point out that any move capable of destabilizing the country's largest financial institution in the perception of the market would be at the very least inappropriate.

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