PRESS KIT
Contents
UGF Group Overview ... 3
Mission ... 3
History ... 4
2010-2012 Business Plan...5
2010-2012 Sustainability Plan...6
The Group ... .7
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Insurance sector ... .8
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Bancassurance sector ... .9
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Banking sector ... 10
Shareholding Structure ... 11
Company's Bodies ... 12
UGF Group 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 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, Unipol Merchant, Cooperleasing), UGF controls 100% of UGF Assicurazioni, a company resulting from the merger of Unipol Assicurazioni and Aurora Assicurazioni. The new company 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. As from 1 January 2011 Navale has become the third Division of UGF Assicurazioni.
On 23 February 2009 Unipol Banca, Unipol Merchant and Cooperleasing changed their names to UGF Banca, UGF Merchant and UGF Leasing respectively.
On 13 May 2010 the new Business Plan for the 2010-2012 period was presented to the markets. The UGF Sustainability Plan is forms a strategic part of this. On 22 June 2010 the Life and Non-Life bancassurance partnership agreement with Banca Popolare dell'Emilia-Romagna and Banca Popolare di Sondrio was completed through the acquisition of the majority holding in the Arca Group.
Founded as Unipol Assicurazioni in the early 1960s, the Group has been steadily growing for more than 40 years and today ranks fourth on the Italian insurance market, with:
more than 6 million customers and depositors
around €9.5 billion in premium income
more than 7,000 insurance agencies and bank branches
almost 4,000 Agreements (national or territorial) with organisations, associations, bodies and companies
more than 7,100 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 long-term 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.
On 13 May 2010 UGF presented its 2010-2012 three-year Business Plan to the market. The declared main objectives of the Mission are: to expand its historical geographical grassroots presence and the link with labour organisations; to stand out from the crowd with its offering of products and services to individuals and small and medium-sized enterprises; to lead the field in Welfare (pensions, assistance, health) services; to maintain a solid equity position; to generate long-term profitability by creating value for shareholders. The UGF Group also launched its 2010-2012 Sustainability Plan in the spring of 2010. Included in the mission principles, in keeping with the values of its Charter are: to ensure long-term sustainable growth, accompanied by a reasonable return, through maintaining a fair relationship with all stakeholders: shareholders, customers, agents, employees and suppliers.
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 in the Non-Life business and in 1969 starts to operate in Life business.
The 1970s: the labour unions UIL, CGIL and CISL become Unipol shareholders. CNA, CIA and 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. In 2010: appointment of Carlo Cimbri as CEO, launch of the new 2010-2012 Business Plan, completion of the acquisition of control of the Arca Group. In addition, the start of proceedings for the merger of Navale Assicurazioni and presentation of the Group’s first Sustainability Report. As from 1 January 2011 the integration of Navale Assicurazioni is complete with its merger into Unipol Gruppo Finanziario (after the hive-off of its insurance business to UGF Assicurazioni) and Navale Vita changed its name into Linear Life, which is now the only Group insurance company specialising in direct sales of Life products over Internet.
2010-2012 Business Plan
Mission
To guarantee sustainable and long-term growth along with adequate profitability through a fair relationship with all our stakeholders: shareholders, customers, agents, employees, and providers
Strategic targets
enhancing our traditional presence in the territory and our relationship with labour organizations distinguishing ourselves in the offer of products and services to retail customers and SMEs becoming Leader in welfare services (pension schemes, assistance, health care)
maintaining our capital strength
producing long-term profitability by creating value for shareholders Guidelines
PROFITABILITY
- recovery of ‘structural’ profitability in Non-Life business
- increase in Life business margin
- results consolidation in Banking sector TARGET MARKETS
- focus on retail and SME segments, especially in ‘traditional markets’, i.e. trade unions, self-employment organizations and cooperatives
OPERATING EFFICIENCY
- organization set-up restructuring
- evolution of IT platform focusing on distribution and efficiency in customer service
- rationalization and control of running costs CAPITAL STRENGTH
- capital strength to support business development and meet the necessary capital requirements
- decision-making based on capital absorption profitability
- optimization of risk/reward profile
SUSTAINABILITY
- strategic approach to Sustainability aimed at enhancing the Company’s identity and features
as key drivers of its competitive position Key Targets 2012 Targets 2009*-2012 delta Direct premiums €4.6bn (Non-Life) €3.1bn (Life) + 2.9% cagr + 12.4% cagr
Non-Life combined ratio (direct business) 97.5% - 10.5 pp
Life new business margin 25% + 5.6 pp
Banking net profit €50m + €74m
Consolidated net profit €250m n.m.
Solvency ratio 1.4 x (Solvency I)
1.5 x** (Solvency II) stable * pro-forma
** Solvency II calculation made on assumptions based on the last regulatory indications. The results shown could change if the Solvency II rules differ from the proposed ones adopted so far.
2010-2012 Sustainability Plan
Unipol Gruppo Finanziario sees sustainability as a special strategic feature, developing its business activity in line with its values, as defined in its Charter of Values and Code of Ethics.
In this context, the Group pursues goals of efficiency and economic profitability, combining them closely with its social commitment to people and the community and with a reduction in its environmental impact. To this end, it has produced a full-scale Sustainability Plan integrated with the Industrial Plan which the group set itself for the 2010-2012 three-year period.
UGF’s Mission: to ensure long-term sustainable growth accompanied by a reasonable return, by maintaining a fair relationship with all stakeholders, shareholders, customers, agents, employees and suppliers.
Based on a logical, sound integration between sustainability objectives and business objectives, the Sustainability Plan both helps to define and pursues the principles and guidelines of the Industrial Plan:
1) a clear identity: an insurance and banking group with widespread connections across the country, and solid relationship with the organised world of employment, small and medium-sized enterprises, professions and cooperative ventures, which has as its customers people and families to whom it is able to offer solutions in terms of security needs, risk protection and cover, supplementary pension cover, health and care cover.
2) an original presence on the market: an offering of integrated insurance/banking products and services; made even more attractive by the skills of top partners specialising in specific requirements and strongly biased towards innovation.
3) a sound, practical organisational structure that motivates and optimises what its employees have to offer: a Group founded on sound, practical organisation that develops and consolidates strategic industrial alliances, promotes training, greater responsibility, and increased motivation and sense of belonging, support for the values, principles and ethical behaviour set out by the company.
4) a robust equity structure, growing but balanced profitability: a group that operates on the basis of a solid equity structure and aims for growth in profitability in keeping with long-term stability.
5)
Based on these central themes, the Sustainability Plan is then divided into several sections – the system of responsible governance; relations with stakeholders and the reporting tools; economic sustainability; environmental sustainability; social sustainability – each with its defined scopes, goals and courses of action.
Unipol Gruppo Finanziario S.p.A.
UGF, which kept its status as a listed company (through Unipol shares), ended 2009 with insurance income of €5,240m in Life business and €4,260m in Non-Life business, customer deposits in the banking sector of €9.5bn and a net consolidated profit of -€769m (due for the most part to impairment on securities). The consolidated half-yearly report to 30 June 2010 recorded insurance income of €4,408m (€2,068m in Non-Life business and €2,340 in Non-Life business), customer deposits from banking business of €9.3bn and a net consolidated profit of €30m.
INSURANCE SECTOR
UGF Assicurazioni S.p.A. has been operational since 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 fourth largest in the Italian market.
UGF Assicurazioni continues 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 2009 (from the latest financial statements approved by the companies involved in the merger), UGF Assicurazioni has total direct premium income of €5,865m, of which €3,677m from Non-Life business and €2,188m from Life business.
Unipol (now a commercial division of UGF Assicurazioni) born of an initiative by the cooperatives movement, has been operating on the Italian market since 1963. At 31 December 2009 the Unipol sales network includes 582 agencies and 1,340 sub-agencies.
Aurora (now a commercial division of UGF Assicurazioni) was born of the merger between Winterthur and Meieaurora (2004). At 31 December 2009 the Aurora sales network includes 1,043 agencies and 2,235 sub-agencies.
Established in 1914 in Genoa, Navale Assicurazioni traditionally operated in the marine and transport insurance sectors. In 2000 it joined the UGF Group and specialises in distribution via brokers and multi-firm agencies (currently it has a network of 543 multi-firm agencies and 1,442 sub-agencies). In 2009 it had premium income of €269.7m.
Other companies:
Linear specialises in selling MV insurance policies over the telephone and Internet (60% and 40% respectively). Established in 1996, it currently boasts around 350,000 customers, a market share of 13.76% and premium income at 31 December 2009 of €160m.
On 1 January 2011 Navale Vita S.p.A. changed its name to LinearLife, giving rise to Unipol Gruppo Finanziario's new Internet Company, which offers innovative Life solutions that can be personalised to meet individual needs.
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 collective supplementary healthcare insurance. With premium income in 2009 of €160.4m it has 6.65% of the healthcare market and more than 3.6 million individual policyholiders (including both Health and Assistance classes).
BANCASSURANCE SECTOR
BNL Vita was founded in 1987 as a BNL Group bancassurance company. Jointly owned by Unipol Assicurazioni and Banca Nazionale del Lavoro from the year 2000, the company has been controlled since 1 August 2007 by Unipol Gruppo Finanziario, which has a 51% stake in the company whilst 49% is held by BNL-BNP Paribas. BNL Vita sells its products through more than 700 BNL outlets and in 2009 achieved premium income of €3,050.8m.
The ARCA Insurance Group, comprising mainly Arca Vita (operating in Life business) and Arca Assicurazioni (operating in Non-Life business), distributes its own insurance products through approximately 2,200 outlets in more than 30 adhering banks – chief among these, with approximately 1,600 outlets, are Banca Popolare dell'Emilia Romagna (BPER) and Banca Popolare di Sondrio (BPSO) – and also through its own branch offices. In addition to UGF its main shareholders are BPER and BPSO, with whom UGF completed an agreement to enter into a strategic partnership, for 10 years, covering Life and Non-Life bancassurance business in June 2010.
BANKING SECTOR
UGF Banca S.p.A., so renamed as from 23 February 2009, is the Parent of a Banking Group that also includes UGF Merchant, UGF Leasing, Unipol Fondi and Unicard. Established in 1986 (under the name of BANEC),
UGF Banca now has a presence throughout the country with a sales network at 31 December 2009 of 299 branches (180 of which co-located with
insurance agencies) and 28 finance shops. In 2009 customer deposits amounted to €9.5bn (customer funds amounting to €21.7bn), whilst loans to customers totalled more than €9.2bn.
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 of the UGF Group. It carries out merchant and investment banking operations and provides medium- and long-term loans. In 2009 the company supplied financing of €65m to businesses.
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. During 2009 there were 538 new contracts totalling €61.4m.
Unipol Fondi is incorporated under Irish law and is wholly owned by UGF Banca. It operates in investment funds and by the end of 2009 assets under management amounted to €296m.
Unicard, an issuer of Visa and Mastercard credit cards established in 1991 by a number of cooperatives, has been 51% controlled by the UGF Group since July 2008. After a considerable reorganisation, since 2009 it has distributed its products through UGF Banca outlets.
Shareholding Structure
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 Direct shareholder % on ordinary capital % on voting rights
Holmo S.p.A. Finsoe S.p.A. 50.75% 31.40%
Company’s Bodies (following Shareholders’ Meeting of 29 April 2010)
Honorary Chairman Enea Mazzoli
Board of Directors Chairman Pierluigi Stefanini
Deputy-Chairman Piero Collina
Chief Executive Officer and General Manager
Carlo Cimbri
Board Members Francesco Berardini Sergio Betti Rocco Carannante Pier Luigi Celli Gilberto Coffari Sergio Costalli Ernesto Dalle Rive Jacques Forest Vanes Galanti Roger Iseli Claudio Levorato Ivan Malavasi Massimo Masotti Enrico Migliavacca Pier Luigi Morara Milo Pacchioni Marco Pedroni Giuseppe Politi Francesco Vella
Marco Giuseppe Venturi Luca Zaccherini
Mario Zucchelli
Secretary of the Board of
Directors Roberto Giay
Board of Statutory Auditors Chairman Roberto Chiusoli
Statutory Auditors Giorgio Picone
Domenico Livio Trombone
Alternate Auditors Cristiano Cerchiai
Carlo Cassamagnaghi
The Management Team
Chairman: PIERLUIGI STEFANINI
Born in Sant’Agata Bolognese (BO) on 28 June 1953 Main professional experience
From 1990 to 1998 Chairman of Bologna Legacoop
From 1995 to 1998 Vice-Chairman of Emilia Romagna Legacoop
From 1996 to 1999 Vice-Chairman of Banca di Bologna (Banca di Credito Cooperativo)
From 2001 to 2005 Member of the Board of Guidance of the Fondazione Cassa di Risparmio of Bologna From 2001 to 2004 Member of the Scientific Committee of NOMISMA S.p.A.
From 1998 to 2006 Chairman of Coop Adriatica From 2001 to 2006 Chairman of Holmo S.p.A. From 2002 to 2008 Director of Ariete S.p.A.
From 2007 to 2009 Chairman of Aurora Assicurazioni S.p.A.
From 2005 to 2009 Director of the Fondazione Cassa di Risparmio of Bologna From 2006 to 2009 Board of Directors of Banca Monte dei Paschi di Siena
Posts currently held
Since 1998 Director of Finsoe S.p.A.
Since 2001 Director of Holmo S.p.A., of which he was Chairman from 2001 to 2006
Since 2003 Member of the Board of the Bologna Chamber of Commerce, Industry, Crafts and Agriculture Since 2004 Director of Aeroporto G. Marconi S.p.A. in Bologna
Since 2006 Director of EURESA S.A. (Luxembourg holding company) Since 2006 Director of BNL S.p.A.
Since 2007 Chairman of Impronta Etica
Since 2007, Chairman of Unipol Gruppo Finanziario S.p.A., of which he was a Director from 2001 and CEO from January to July 2006
Since 2008 Chairman of Fondazione Unipolis (formerly Fondazione Cesar); Director since 2006 Since 2008 Director of the Supervisory Board of Manutencoop Facility Management S.p.A.
Since April 2010 Director of UGF Assicurazioni S.p.A., of which he was Chairman from 2007 to 2010
Since April 2010 Director of UGF Banca S.p.A., of which he was a Director from 2002 to 2007 and Chairman from 2007 to 2010
Deputy-Chairman: PIERO COLLINA
Born in Bologna on 24 February 1946.
University studies: Degree in Political Sciences from the Università degli Studi di Bologna. Certified Public Accountant.
Main professional experience
From 1973 to 1976 Financial Policy Coordinator for the Lega della Cooperative e Mutue (League of Cooperatives and Mutuals) for the Province of Bologna
From 1974 to 1978 Deputy-Chairman of the Consorzio Cooperative Costruzioni (Consortium of Building Cooperatives)
From 1978 to 1997 Chairman of ACAM S.c.r.l. From 1987 to 1989 Chairman of FINEC S.p.A. From 1994 to 1998 Chairman of S.T.S. S.p.A. From 1995 to 1997 Director of Banec S.p.A. From 2005 to 2008 Director of Ariete S.p.A. From 2002 to 2010 Director of UGF Banca S.p.A.
Posts currently held
Since 1998 Chairman of Consorzio Cooperative Costruzioni – CCC Società Cooperativa Since 2003 Director of HERA S.p.A.
Since December 2006 Chairman of Autostrada Estense S.c.p.A. now in liquidation
Since April 2010 Director of Finsoe S.p.A., of which he has been Deputy-Chairman and CEO since September 2006
Since April 2010 Director of Holmo S.p.A., of which he has been Deputy-Chairman since January 2006 and CEO since April 2007
Since April 2010 Director of UGF Assicurazioni S.p.A.
Since April 2010 Vice-Chairman of Unipol Gruppo Finanziario S.p.A. of which he has been Director since 1999
CEO and General Manager: CARLO CIMBRI
Born in Cagliari on 31 May 1965.
University studies: Degree cum laude in Economics and Business Studies at the Università degli Studi di Bologna
Main professional experience
From 1991 to 1993 Served in the Finance Department at Unipol Finanziaria S.p.A.
From 1994 to 1995 Group Planning and Management Control Department of Unipol Assicurazioni S.p.A. (now Unipol Gruppo Finanziario S.p.A.).
From 1996 to 2000 Manager at Finsoe S.p.A.
From 2001 to 2007 Manager, Joint General Manager, General Manager of Unipol Assicurazioni S.p.A. Since 2008 General Manager of Unipol Gruppo Finanziario S.p.A.
Posts currently held
Since April 2010 CEO and General Manager of Unipol Gruppo Finanziario S.p.A. Since 2009 CEO of UGF Assicurazioni S.p.A.
