PRESS KIT
1 October 2009
Contents
Overview..................................................................................................... 3
Mission ....................................................................................................... 3
History........................................................................................................ 3
The Group ................................................................................................... 4
-
Insurance sector ................................................................................. 5
-
Bancassurance sector........................................................................... 6
-
Banking sector .................................................................................... 7
Results as at 30 June 2009 and 31 December 2008 ........................................... 8
Shareholder structure ................................................................................... 9
Company's boards and officials....................................................................... 10
The management team ................................................................................. 11
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Overview
Unipol Gruppo Finanziario S.p.A. (UGF) is a holding and service company listed on the Milan Stock
Exchange. It has been operating since 1 September 2007 and is the result of a complex corporate
reorganisation, whereby the centralised and coordinating functions previously carried out by the parent
company Unipol Assicurazioni were gradually separated from the activities of the individual companies.
As from 1 February 2009, in addition to the companies already belonging to the Group (Linear,
UniSalute, Navale Assicurazioni, BNL Vita, Unipol Banca and Unipol Merchant), UGF controls
100% of UGF Assicurazioni S.p.A., a new company resulting from the merger of Unipol Assicurazioni
and Aurora Assicurazioni. The new entity continues to benefit from the agency networks and the
commercial strength of the brand names ‘Unipol’ and ‘Aurora’, each of which keeps its own identity.
The sales networks remain distinct and independent, also in order to maximise their commercial capacity
and guarantee efficient customer services.
On 23 February 2009 Unipol Banca, Unipol Merchant and Cooperleasing changed their names to
UGF Banca, UGF Merchant and UGF Leasing respectively.
Founded as Unipol Assicurazioni in the early 1960s, the Group has been steadily growing for more than
40 years and now ranks fourth on the Italian insurance market, with:
− more than 6.7 million customers and depositors
− almost €8bn in premium income
− 7,000 insurance agencies and bank branches
− around 1,000 Agreements with organisations and companies
− more than 6,900 employees.
Mission
The new UGF ‘Charter of Values’, which was published in April 2009, will form the basis for the corporate
ethos that will bring together the whole range of experience and passions that the Group has shared over
the years.
Today UGF's mission is to combine the objectives of economic growth and profitability for shareholders
with the ethos of responsibility, respect for individuals and rules, support for the community and longterm sustainability.
The ‘Charter of Values’ has also served as the basis for revising and updating the Code of Ethics, which
was approved by the Board of Directors of 19 March 2009.
History
•
The 1960s: The Unipol brand (Unica Polizza) is acquired by several cooperatives belonging to the
Lega delle Cooperative (League of Cooperatives). In 1963 Unipol Assicurazioni begins operating on
the Italian insurance market and in 1969 starts to operate in Life business.
•
The 1970s: the labour unions UIL, CGIL and CISL become Unipol shareholders.
Confesercenti join the ranks of Unipol shareholders.
•
The 1980s: Unipol becomes one of the 10 largest Italian insurance groups and in 1986 its
preference shares are listed on the Stock Exchange.
•
The 1990s: Its ordinary shares are listed on the Stock Exchange. UniSalute (1995) and Linear
(1996) are born. Unipol starts to operate in banking business with the acquisition of BANEC (1998),
which subsequently becomes Unipol Banca.
•
The new millennium: The Group moves up to fourth place on the Italian insurance market by
making a number of acquisitions (Meie Assicurazioni, Aurora Assicurazioni, Navale Assicurazioni and
BNL Vita). In 2006 work begins on reorganising the Group, which will lead to the establishment of
the holding company Unipol Gruppo Finanziario S.p.A. (2007) and later of UGF Assicurazioni S.p.A.
(2009), resulting from the merger of Unipol and Aurora.
CNA, CIA and
Unipol Gruppo Finanziario S.p.A.
Unipol Gruppo Finanziario S.p.A. (UGF) is a holding and service company and has been operating since
1 September 2007. It is the result of a complex corporate reorganisation whereby the centralised and
coordinating functions previously carried out by the parent company Unipol Assicurazioni were gradually
separated from the activities of the individual companies.
UGF, which kept its status as a listed company, ended 2008 with insurance income of €7,876m, customer
deposits in the banking sector of €8,728m and a net consolidated profit of €107m. The consolidated halfyearly report as at 30 June 2009 recorded insurance income of €4,935m, customer deposits from banking
business of €8,793m and a net consolidated profit of €63m.
The current structure of Unipol Gruppo Finanziario
INSURANCE
INSURANCE
UGF
ASSICURAZIONI
100%
UNIPOL Division
AURORA Division
BANKING/
BANKING
FINANCE
BANCASSURANCE
BANCASSURANCE
100%*
51%
UGF BANCA
BNL VITA
86.18%
UGF
MERCHANT
BANCA PER LE IMPRESE
100%
99.83%
100%
LINEAR
100%
NAVALE
ASSICURAZ.
100%
98.48%
UNIPOL FONDI
UNIPOL PRIVATE
EQUITY
UGF LEASING
UNISALUTE
100%
51%
* direct and indirect
100%
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UNIPOL SGR
NETTUNO
FIDUCIARIA
UNICARD
INSURANCE SECTOR
UGF Assicurazioni S.p.A is operational as from 1 February 2009. It results
from the merger of Aurora Assicurazioni S.p.A. and Unipol Assicurazioni S.p.A.,
which formed a single large insurance company – the third largest in the Italian
market.
UGF Assicurazioni will continue to benefit from the commercial strength of
individual agency networks and of the current brand names ‘Unipol’ and
‘Aurora’, each of which will keep its own identity and commercial capacity.
Based on figures as at 31 December 2008 (from the latest annual accounts
approved by the companies involved in the merger), UGF Assicurazioni has
total direct premium income of €5,888m, of which €3,811m from Non-Life
business and €2,077m from Life business.
Unipol was founded by cooperatives and has been operating on the Italian
market since 1963. As at 31 December 2008 the Unipol sales network included
598 agencies and 1,358 sub-agents.
Aurora was born of the merger between Winterthur and Meieaurora (2004).
As at 31 December 2008 Aurora operated through 1,084 agencies and 2,201
sub-agencies.
Other companies:
Linear specialises in selling MV insurance policies over the telephone and
Internet (60% and 40% respectively).
Established in 1996, it currently
boasts 414,000 customers, a market share of 16% and premium income as
at 31 December 2008 of €166m.
Established in 1914 in Genoa, Navale Assicurazioni’s traditional activities
are in the marine and goods-in-transit insurance sectors. In 2000 it joined
the Unipol Group and currently operates via 520 multi-firm agencies and
892 sub-agencies. In 2008 it had premium income of €248.9m.
Established in 1995, UniSalute is the fifth-largest insurance company in
the health sector and is the only company on the Italian market specialising
in group supplementary healthcare insurance.
With premium income in
2008 of €136.8m it has 5% of the healthcare market and 1.7 million
individual policyholders.
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BANCASSURANCE SECTOR
BNL Vita was founded in 1987 as a BNL Group bancassurance company.
From 2000 it was controlled jointly by BNL and Unipol and since
1 August 2007, when a further 1% of the company was acquired, it has
been
controlled
by
Unipol.
BNL
Vita
sells
its
products
through
approximately 700 BNL outlets and in 2008 achieved premium income of
€1,535m.
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BANKING SECTOR
UGF Banca, so renamed as from 23 February 2009, is the Parent
Company of a Banking Group that also includes UGF Merchant, UGF
Leasing, Unipol Fondi, and, since 2008, Unicard.
Established in 1986
(under the name of BANEC), UGF Banca now has a presence throughout
the country with a sales network as at 31 December 2008 of 299 branches
(185 of which co-located with insurance agencies) and 28 finance shops.
In
2008
customer
deposits
amounted
to
€8.7bn
(customer
funds
amounting to €20.1bn), whilst loans to customers totalled more than
€8.5bn.
UGF Banca controls:
UGF Merchant, so renamed as from 23 February 2009, was established in
2002 following the transformation of Finec Merchant into Unipol Merchant.
The company specialises in the corporate sector. It carries out merchant
and investment banking operations and provides medium- and long-term
loans.
In 2008 the company reached a level of corporate financing of
€627.7m.
UGF Leasing, so renamed as from 23 February 2009, was acquired in
2007.
For
more
than
25
years
the
company,
previously
called
Cooperleasing, has provided financial leasing services to cooperatives
throughout Italy. In 2008 new contracts totalled €63.5m
Unipol Fondi is incorporated under Irish law and is wholly owned by
UGF Banca.
It operates in investment funds and by the end of 2008
assets under management amounted to €405.6m.
Unicard, an issuer of Visa and Mastercard credit cards established in 1991
by a number of cooperatives, has been 51% controlled since July 2008.
After a considerable reorganization, since 2009 it has distributed its
products through UGF Banca branches.
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Results as at 30 June 2009 and 31 December 2008
30.06.2009
%*
31.12.2008
%
TOTAL INSURANCE BUSINESS
(IAS-compliant)
4,935
29.8%
7,876
0.3%
Non-life premiums
Life premiums
Investment products
2,163
2,763
9
-0.9%
71.4%
16.0%
4,357
3,499
20
1.6%
-1.3%
19.3%
8,793
0.7%
8,728
-4.1%
20,337
0.9%
20,147
-10.1%
9,256
1.4%
9,132
14.2%
(€m)
BANKING BUSINESS DIRECT CUSTOMER DEPOSITS (consolidated)
BANKING BUSINESS - CUSTOMER FUNDS
LOANS TO CUSTOMERS (consolidated)
ORDINARY DIVIDEND
n.a.
n.a.
63
57
CONSOLIDATED PROFIT
GROUP NET PROFIT
_
_
-74.6%
-76.1%
107
93
-74.5%
-76.2%
* compared with the same period, except for direct customer deposits, customer funds and loans to customers
(in which cases comparison is with 31.12)
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Shareholder Structure
HOLMO
BNP
PARIBAS
P&V Group
(BE)
80.902%
4.598%
JP MORGAN
(UK)
4.50%
1.43%
* 8.572% of own shares.
FINSOE *
Core Shareholder
50.75% of Ordinary shares
(31.4% of total capital)
49.25% of
ordinary shares
Ordinary shares
MARKET
100 % of
preference shares
Pref. shares
1,479,885,786
ordinary shares
(62% of total capital)
911,540,314
preference shares
(38% of total capital)
1
Total current number of UNIPOL GRUPPO FINANZIARIO shares 2,391,426,100
According to communications provided for in Article 120 of the TUF, in addition to Finsoe the following
shareholders currently own more than 2% of UGF’s share capital:
Declarant
Holmo S.p.A.
P & V Assurances
Direct shareholder
% on ordinary capital
% on voting rights
Finsoe S.p.A.
50.75%
31.40%
P & V Assurances
4.11%
2.56%
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Company’s Boards and Officials
Board of Directors
Honorary Chairman
Enea Mazzoli
Chairman
Pierluigi Stefanini
Vice-Chairman
Vanes Galanti
Chief Executive Officer
Carlo Salvatori
Board Members
Jean Dominique Antoni *
Francesco Berardini
Sergio Betti
Rocco Carannante
Pier Luigi Celli
Gilberto Coffari
Piero Collina
Sergio Costalli
Jacques Forest
Fabrizio Gillone
Claudio Levorato
Secretary of the Board
of Directors
General Manager
Board of Statutory Auditors
Ivan Malavasi
Massimo Masotti
Enrico Migliavacca
Pier Luigi Morara
Sergio Nasi
Marco Pedroni
Giuseppe Politi
Francesco Vella
Marco Giuseppe Venturi
Luca Zaccherini
Mario Zucchelli
Roberto Giay
Carlo Cimbri
Chairman
Roberto Chiusoli
Members
Giorgio Picone
Domenico Livio Trombone
Alternate Auditors
Cristiano Cerchiai
Giovanni Battista Graziosi
K.P.M.G. S.p.A.
External auditors
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The Management Team
Chairman: PIERLUIGI STEFANINI
Pierluigi Stefanini is Chairman of Unipol Gruppo Finanziario.
From January 9 to June 30, 2006, he was both Chairman and Managing Director of Unipol Assicurazioni,
and since then only Chairman of the Board of Directors.
He has been Chairman of UGF Assicurazioni and UGF Banca since 2007 and of the Fondazione Unipolis
since 2008.
He has been a member of the Board of Directors of Finsoe since 1998, and of Holmo since 2001, and was
also Chairman of Holmo until January 2006.
Between 1990 and 1998 he was Chairman of Bologna Legacoop and from 1995 to 1998 Vice-Chairman of
Emilia-Romagna Legacoop; from 1996 to 1999 he was Vice-Chairman of Banca di Bologna (Banca di
Credito Cooperativo) and, from 1998 to 2006 Chairman of Coop Adriatica.
He is a member of the Board of Directors of Banca Nazionale del Lavoro since 2006, of the Società
Aeroporto G. Marconi di Bologna since 2004, and of Manutencoop Facility Management since 2008.
He also sits on the Board of the Chamber of Commerce, Industry, Crafts and Agriculture of Bologna since
2003.
He was also a member of the Board of Directors of the Fondazione Cassa di Risparmio di Bologna from
Februray 2005 to April 2009 and of Monte dei Paschi di Siena from April 2006 to April 2009.
Pierluigi Stefanini was born in Sant’Agata Bolognese (Bologna) on 28 June 1953
Vice-Chairman: VANES GALANTI
Vanes Galanti is Vice-Chairman of Unipol Gruppo Finanziario.
He served as Vice-Chairman and Managing Director of Unipol Assicurazioni (now UGF, of which he had
been a Board member since 1995) between January 9 and June 30, 2006 , and since then has held only
the post of Vice-Chairman of the Board of Directors.
He has been Vice-Chairman of UGF Assicurazioni since 2007.
He has been a member of the Board of Directors of Finsoe since 1994, and of Holmo since 2001.
He is General Manager and Legal Representative of Cooperativa Edil-Strade Imolese (CESI), where he
has held several posts of responsibility since 1978.
He has been Vice-Chairman of CESI Immobiliare Srl (Imola) since 1989.
He also holds other posts in several cooperative undertakings.
Vanes Galanti was born in Imola (Bologna) on 15 November 1949.
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CEO: CARLO SALVATORI
Carlo Salvatori is Chief Executive Officer of Unipol Gruppo Finanziario.
He was CEO of Unipol Assicurazioni from 30 June 2006 until the creation of Unipol Gruppo Finanziario
(1st September 2007).
He has been a member of the Board of Directors of UGF Banca since 2006 and of UGF Assicurazioni since
2007.
He obtained a Degree in Economics and Business from the University of Bologna, a Degree in Banking
from the University of Siena, and an Honorary Degree in Political Science from the University of
Macerata.
He began his career working in Banca Nazionale del Lavoro SpA, both in Italy and abroad. He was Deputy
General Manager of Banca Emiliana and of Cassa di Risparmio di Parma between 1980 and 1987,
In 1987 he rejoined Banca Nazionale del Lavoro SpA as Central Manager and Head of the Group’s
Commercial Area. From 1990 to 1996, he worked for Banco Ambrosiano Veneto, first as General
Manager and then as Managing Director. Between 1996 and 1998 he was also General Manager, a Board
member and member of the Executive Committee of CARIPLO. With the establishment of Banca Intesa
from the merger of CARIPLO and Banco Ambrosiano Veneto, he was CEO of the bank from 1998 to 2000.
From May 2002 until January 2006 he was Vice-Chairman of Mediobanca.
From May 2002 until January 2006 he was Chairman of Gruppo Unicredito Italiano. He also holds a
number of important positions with various bodies, institutions and companies.
He is registered as Chartered Accountant.
Carlo Salvatori was born in Sora (Frosinone) on 7 July 1941.
General Manager: CARLO CIMBRI
Carlo Cimbri is General Manager of Unipol Gruppo Finanziario.
He is Chief Executive Officer of UGF Assicurazioni.
He is Chairman of Linear Assicurazioni and a member of the Board of Directors of UGF Banca.
He graduated cum laude in Economics and Business Studies at the University of Bologna.
He began his career in the Finance Department of Unipol Finanziaria (1991-1993), then transferred to
the Group Planning and Management Control Department of Unipol Assicurazioni - now UGF (1994-1995).
He was Chairman of UniSalute, Navale Assicurazioni and Navale Vita until April 2009, as well as a
member of the Board of Directors of UGF Merchant - Banca per le Imprese until April 2009.
He was CEO of Lavoro e Previdenza Service from 1997 to 1998 and of Unipol SGR from 1999 to 2000.
From 1996 to 2000 he was Manager of Finsoe, and from 2000 to 2006 he held various leading offices in
Unipol Assicurazioni (now UGF).
He is also a member of the Executive Committee of ANIA (Associazione Nazionale fra le Imprese
Assicuratrici - National Association of Insurance Companies).
Carlo Cimbri was born in Cagliari on 31 May 1965
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